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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended June 30,2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 001-13777
GETTY REALTY CORP.
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(Exact name of registrant as specified in its charter)
Maryland 11-2412575
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Suite 103, Jericho, New York 11753
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(Address of principal executive offices) (Zip code)
(516) 478-5400
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Registrant had outstanding 21,415,533 shares of Common Stock, par value $.01 per
share, and 2,865,768 shares of Series A Participating Convertible Redeemable
Preferred Stock, par value $.01 per share, as of August 6, 2001.
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GETTY REALTY CORP.
INDEX
Part I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2001 and
December 31, 2000 1
Consolidated Statements of Operations for the three and six
months ended June 30, 2001 and 2000 2
Consolidated Statements of Cash Flows for the six months ended
June 30, 2001 and 2000 3
Notes to Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial 7-10
Condition and Results of Operations
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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GETTY REALTY CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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June 30, 2001 December 31,
Assets: Historical Pro Forma 2000
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(unaudited)
Real Estate:
Land $ 135,015 $ 135,015 $ 135,349
Buildings and improvements 177,680 177,680 177,688
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312,695 312,695 313,037
Less - accumulated depreciation and amortization 85,462 85,462 80,971
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Real estate, net 227,233 227,233 232,066
Cash and equivalents 2,105 2,105 723
Mortgages and accounts receivable, net 4,906 4,906 5,472
Deferred rent receivable 4,194 4,194 --
Recoveries from state underground storage tank funds 10,755 10,755 11,957
Prepaid expenses and other assets 1,210 1,210 5,507
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Total assets $ 250,403 $ 250,403 $ 255,725
========= ========= =========
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Liabilities and Stockholders' Equity:
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Borrowing under credit lines $ 19,400 $ 19,400 $ 27,000
Mortgages payable 21,856 21,856 22,969
Accounts payable and accrued expenses 13,152 77,252 14,109
Environmental remediation costs 22,165 22,165 23,371
Deferred income taxes 42,229 42,229 40,177
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Total liabilities 118,802 182,902 127,626
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Stockholders' equity:
Referred stock, par value $.01 per shares; authorized
20,000,000 shares for issuance in series of which
3,000,000 shares are classified as Series A Participating
Convertible Redeemable Preferred; issued 2,888,798 at
June 30, 2001 and December 31, 2000 72,220 72,220 72,220
Common stock, par value $.01 per share; authorized
50,000,000 shares; issued 13,572,186 at June 30, 2001
and 13,567,335 at December 31, 2000 136 136 136
Paid-in capital 67,053 7,857 67,036
Retained earnings 4,904 - 1,419
Preferred stock held in treasury, at cost (23,030 shares at
June 30, 2001 and December 31, 2000) (430) (430) (430)
Common stock held in treasury, at cost (1,019,048 shares at
June 30, 2001 and December 31, 2000) (12,282) (12,282) (12,282)
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Total stockholders' equity 131,601 67,501 128,099
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Total liabilities and stockholders' equity $ 250,403 $ 250,403 $ 255,725
========= ========= =========
See accompanying notes.
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GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three months ended June 30, Six months ended June 30,
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2001 2000 2001 2000
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Revenues:
Revenues from rental properties $17,092 $14,706 $34,238 $29,430
Other income 675 588 907 741
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17,767 15,294 35,145 30,171
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Rental property expense 2,901 3,086 5,697 6,138
Environmental expenses 1,254 1,760 4,013 4,793
General and administrative expenses 1,219 1,075 2,236 1,678
Depreciation and amortization 2,364 2,483 4,733 4,994
Interest expense 744 920 1,642 1,690
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8,482 9,324 18,321 19,293
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Earnings before provision for income taxes 9,285 5,970 16,824 10,878
Provision for income taxes 3,824 2,375 7,031 4,571
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Net earnings 5,461 3,595 9,793 6,307
Preferred stock dividends 1,272 1,277 2,544 2,557
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Net earnings applicable to common stockholders $ 4,189 $ 2,318 $ 7,249 $ 3,750
========================= ========================
Net earnings per common share:
Basic $.33 $.18 $.58 $.29
Diluted $.33 $.18 $.58 $.29
Weighted average common shares outstanding:
Basic 12,550 12,844 12,549 13,132
Diluted 12,561 12,845 12,557 13,133
Pro forma net earnings per common share:
Basic $.45
Diluted $.45
Pro forma weighted average common
shares outstanding:
Basic 16,102
Diluted 16,110
See accompanying notes.
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GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Six months ended June 30,
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2001 2000
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Cash flows from operating activities:
Net earnings $ 9,793 $ 6,307
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 4,733 4,994
Deferred income taxes 2,052 3,641
Gain on dispositions of real estate (628) (495)
Deferred rent receivable (4,194) --
Changes in assets and liabilities:
Mortgages and accounts receivable 566 47
Recoveries from state underground storage tank funds 1,202 (2,579)
Prepaid expenses and other assets 4,297 227
Accounts payable and accrued expenses (957) (1,073)
Environmental remediation costs (1,206) 193
Income taxes payable -- (1,374)
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Net cash provided by operating activities 15,658 9,888
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Cash flows from investing activities:
Capital expenditures (373) (555)
Property acquisitions -- (155)
Proceeds from dispositions of real estate 1,101 1,181
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Net cash provided by investing activities 728 471
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Cash flows from financing activities:
Borrowing (repayments) under credit lines, net (7,600) 12,400
Repayment of mortgages payable (1,113) (2,754)
Cash dividends (6,308) (6,462)
Stock options, common and treasury stock, net 17 (9,902)
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Net cash used in financing activities (15,004) (6,718)
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Net increase in cash and equivalents 1,382 3,641
Cash and equivalents at beginning of period 723 (4,162)
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Cash and equivalents at end of period $ 2,105 $ (521)
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Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 1,685 $ 1,841
Income taxes, net 333 2,304
See accompanying notes.
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GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements include the accounts of
Getty Realty Corp. and its wholly-owned subsidiaries (the "Company"). The
consolidated financial statements have been prepared, in conformity with
generally accepted accounting principles and include amounts that are based on
management's best estimates and judgments. While all available information has
been considered, actual amounts could differ from those estimates. The
consolidated financial statements are unaudited but, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation. These statements should be read in
conjunction with the consolidated financial statements and related notes which
appear in the Company's Transition Report on Form 1O-K for the transition period
February 1, 2000 to December 31, 2000.
The Consolidated Statements of Operations and Cash Flows for 2000 have been
recast to include the three and six months ended June 30, 2000 as a result of
the change in the Company's year-end to December 31 from January 31.
2. Revenue recognition:
Rental revenue under the Amended and Restated Master Lease ("Master Lease")
with Getty Petroleum Marketing Inc. ("Marketing"), which became effective
December 9, 2000, is recognized on a straight-line basis over the initial
fifteen-year lease term. The cumulative difference between lease revenue
recognized under this method and contractual lease payment terms is recorded as
deferred rent receivable.
3. Earnings per common share:
Basic earnings per common share is computed by dividing net earnings less
preferred dividends by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share also gives effect to the
potential dilution from the exercise of stock options in the amount of 11,000
shares and 1,000 shares for the quarters ended June 30, 2001 and 2000,
respectively, and 8,000 shares and 1,000 shares for the six months ended June
30, 2001 and 2000, respectively.
For the quarter and six months ended June 30, 2001 and 2000, conversion of
Series A Participating Convertible Redeemable Preferred stock into common stock
utilizing the if-converted method would have been antidilutive and therefore
conversion was not assumed for the purposes of computing diluted earnings per
common share.
4. Contingency:
On November 2, 2000, the Company entered into the Master Lease, which became
effective upon the acquisition of a controlling interest in Marketing by a
subsidiary of OAO Lukoil. The amendment of the Master Lease and a related
amendment of a lease between two of the Company's subsidiaries was alleged by
Fleet National Bank ("Fleet" or the "Lenders") to have caused a non-monetary
default under a loan agreement between one of those subsidiaries, Power Test
Realty Company Limited Partnership, and Fleet (the "Loan Agreement").
On July 20, 2001, The Chase Manhattan Bank purchased the Lenders' interests
under the loan agreement. The Company and Chase restated the then outstanding
loan of approximately $20.0 million to bear interest at the lower of the prime
rate or 2.5% over 30-day LIBOR and to mature on August 31, 2002. As a result of
such restatement, the non-monetary default alleged by Fleet was cured. On August
1, 2001, the Company retired the entire outstanding loan with a portion of the
net proceeds of its 8.9 million share common stock offering (see Note 6).
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5. Stockholders' equity:
A summary of the changes in stockholders' equity for the six months ended
June 30, 2001 is as follows (in thousands, except per share amounts):
Preferred Common
Stock Held Stock Held
Preferred Common Paid-in Retained in Treasury, in Treasury,
Stock Stock Capital Earnings at Cost at Cost Total
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Balance, December 31, 2000 $72,220 $136 $67,036 $1,419 ($430) ($12,282) $128,099
Net earnings 9,793 9,793
Stock options exercised 17 17
Cash dividends:
Preferred -- $.8875 per share (2,544) (2,544)
Common -- $.30 per share (3,764) (3,764)
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Balance, June 30, 2001 $72,220 136 $67,053 $4,904 ($430) ($12,282) $131,601
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6. Subsequent events:
On August 1, 2001, the Company closed a public offering of 8,855,000
shares of its common stock (including exercise of the underwriters'
over-allotment option) at a price of $16 per share, and at a special meeting of
stockholders held on August 1, 2001, the Company's stockholders approved a
charter amendment containing ownership limitations typical for real estate
investment trusts (REITs).
A portion of the $133.5 million net proceeds of the offering was used
to pay a $64.1 million special one-time "earnings and profits" cash distribution
to stockholders. The special distribution was paid on August 2, 2001 to holders
of record of Getty common stock and Series A Preferred stock as of the close of
business on July 25, 2001. Common stockholders received $4.15 per share and
Series A Preferred stockholders received $4.20 per share. Purchasers of Getty
common stock in the public offering did not receive any portion of the special
distribution on any of the shares of common stock they purchased. The Company
used $17.5 million of net proceeds from the offering to repay all amounts then
outstanding under the lines of credit and $19.9 million to retire the loan with
Chase Manhattan Bank (which had been previously purchased from Fleet National
Bank). The remaining $32.0 million of net proceeds will be used for general
corporate purposes.
The Company will elect to be taxed as a REIT under the federal income
tax laws beginning with the year ending December 31, 2001. As a REIT, the
Company will be required to distribute at least 90% of its taxable income to
stockholders each year. The Company intends to pay common stock dividends of
$0.4125 per quarter ($1.65 per share on an annual basis), commencing with the
quarterly dividend to be declared in September 2001. Payment of future dividends
is subject to market conditions, the Company's financial condition, the
distribution preferences of the Company's preferred stock and other factors, and
therefore cannot be assured. While the REIT election is effective for tax
purposes as of the beginning of the year, the ability to make such election was
contingent upon the completion of the offering to finance the required
distribution of "earnings and profits". Accordingly, the effects of the change
in tax status from a C-corp to a REIT will be reflected in the third quarter at
which time, the Company will record a nonrecurring tax benefit in the third
quarter results to reverse the provision for income taxes recorded for the six
months ended June 30, 2001 and other accrued tax liabilities that it would no
longer be required to pay as a REIT.
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7. Pro forma presentation
The Pro Forma Consolidated Balance Sheet as of June 30, 2001 gives
effect to the accrual for the "earnings and profits" distribution of $64.1
million to the common and Series A Preferred stockholders (See Note 6). In
connection with the common stock offering, the Company will elect to be taxed as
a real estate investment trust and will be required to make the aforementioned
distribution.
Pro Forma Net Earnings per Common Share for the six months ended June
30, 2001 is presented to give effect to the dilution in net earnings per common
share caused by the issuance of common stock to fund the "earnings
and profits" distribution to pre-offering stockholders (See Note 6). Pro forma
net earnings per common share assumes the issuance of approximately 3,553,000
shares of common stock at an offering price of $16.00 per share, which would be
utilized to fund the "earnings and profits" distribution of $64,100,000 after
deducting the historical net earnings of $7,249,000 applicable to common
stockholders.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
We are a real estate company specializing in the ownership and leasing of
service stations, convenience stores and petroleum marketing terminals. We lease
most of our properties on a long-term net basis to Getty Petroleum Marketing
Inc. ("Marketing"), which was spun-off to our stockholders on March 21, 1997.
On December 12, 2000, our Board of Directors approved a change in our fiscal
year end to December 31 from January 31. We will elect to be taxed as a REIT
under the federal income tax laws beginning with the year ending December 31,
2001. As a REIT, we will be required to distribute at least 90% of our taxable
income to stockholders each year.
Our financial results largely depend on rental income from Marketing and
other tenants and are materially dependent upon the ability of Marketing to meet
its obligations under the master lease entered into on February 1, 1997 and
amended and restated effective December 9, 2000 (the "Master Lease"). Based on
the information currently available to us, we do not anticipate that Marketing
will have difficulty in making required rental payments under the Master Lease
in the foreseeable future. On December 8, 2000, a subsidiary of OAO Lukoil,
Russia's largest vertically integrated oil company, acquired approximately 72%
of the outstanding common stock of Marketing in a tender offer and acquired the
remaining equity of Marketing through a merger on January 25, 2001.
The financial results for 2000 have been recast to include the three and six
months ended June 30, 2000 as a result of the change in our year-end to December
31 from January 31.
Results of Operations - Quarter ended June 30, 2001 compared with quarter ended
June 30, 2000
Revenues from rental properties for the quarter ended June 30, 2001 were
$17.1 million, compared to $14.7 million for the quarter ended June 30, 2000.
Approximately $16.5 million and $14.0 million of these rentals for the quarters
ended June 30, 2001 and 2000, respectively, were from properties leased to
Marketing under the Master Lease. The increase in rental income is primarily due
to $2.1 million of deferred rent receivable recognized in the current period, as
required by generally accepted accounting principles, related to the 2% future
annual rent increases due from Marketing under the terms of the Master Lease.
These fixed rent increases are recognized on a straight-line basis over the
initial 15-year term of the Master Lease rather than when received. Previously,
rent increases were based on the Consumer Price Index and would have been
recognized when such increases were due. Rental income from Marketing also
increased during the current quarter by $0.3 million due to a 4% rent increase
effective December 9, 2000, net of a rent reduction due to a decrease in the
number of properties leased compared to the prior period.
Other income was $0.7 million for the quarter ended June 30, 2001 as
compared with $0.6 million for the quarter ended June 30, 2000. The quarter
ended June 30, 2000 included $0.2 million of higher gains on real estate
dispositions.
Rental property expenses, which are principally comprised of rent expense
and real estate taxes, were $2.9 million for the quarter ended June 30, 2001
compared to $3.1 million for the quarter ended June 30, 2000. The decrease was
due to a reduction in rent paid for leased properties due to termination of
leases with third party landlords.
Environmental expenses for the quarter ended June 30, 2001 were $1.3 million
as compared with $1.8 million for the quarter ended June 30, 2000. The current
quarter included a change in estimated remediation costs of $0.9 million as
compared to $1.5 million during the prior year quarter. These charges are the
result of changes in estimated remediation costs associated with contamination
discovered at sites where we retain responsibility for environmental remediation
and revisions to estimates at other sites where remediation is ongoing. As of
June 30, 2001, we had accrued $22.2 million as management's best estimate for
probable and reasonably estimable environmental remediation costs and had
recorded $10.8 million as management's best estimate for recoveries from state
underground storage tank remediation funds related to environmental obligations
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and liabilities. Such accruals are reviewed on a regular basis and any changes
will be reflected in our financial statements as they become known.
General and administrative expenses for the quarter ended June 30, 2001 were
$1.2 million, which is comparable to the $1.1 million for the quarter ended June
30, 2000. Included in general and administrative expenses for the quarters ended
June 30, 2001 and 2000 are $74,000 and $159,000, respectively, of net fees paid
to Marketing for certain administrative services and technical services
performed under a services agreement. Substantially all of these services were
discontinued as of April 1, 2001.
Depreciation and amortization was $2.4 million and $2.5 million,
respectively, for the quarters ended June 30, 2001 and 2000. The decrease was
primarily the result of assets becoming fully depreciated and real estate
dispositions.
Interest expense for the three months ended June 30, 2001 was $0.7 million
as compared with $0.9 million for the quarter ended June 30, 2000. The decrease
was principally due to lower average borrowings and lower interest rates.
Results of Operations - Six months ended June 30, 2001 compared with six months
ended June 30, 2000
Revenues from rental properties for the six months ended June 30, 2001 were
$34.2 million as compared with $29.4 million for the comparable prior year
period. Rentals from properties leased to Marketing under the Master Lease for
the six months ended June 30, 2001 were $33.0 million as compared with $28.1
million for the prior year period. The increase in rental income is primarily
due to $4.2 million of deferred rent receivable accrued in the current year.
Rental income from Marketing also increased during the current period by $0.7
million due to a 4% rent increase effective December 9, 2000, net of a rent
reduction due to a decrease in the number of properties leased compared to the
prior period.
Other income was $0.9 million for the six months ended June 30, 2001 as
compared with $0.7 million for the six months ended June 30, 2000. The six month
period ended June 30, 2001 included $0.1 million of higher gains on real estate
dispositions.
Rental property expenses were $5.7 million for the six months ended June 30,
2001, compared to $6.1 million for the comparative prior year period. The
decrease was due to a reduction in rent paid for leased properties due to
termination of leases with third party landlords and real estate tax refunds
received in the six months ended June 30, 2001.
Environmental expenses for the six months ended June 30, 2001 were $4.0
million which decreased by $0.8 million from the prior year period. The decrease
was due to reduced changes in estimated remediation costs associated with
contamination discovered at sites where we retain responsibility for
environmental remediation and revisions to estimates at other sites where
remediation is ongoing of $0.4 million for the six month period. The prior six
month period also included $0.7 million of charges related to environmental
litigation.
General and administrative expenses were $2.2 million for the six months
ended June 30, 2001 as compared with $1.7 million for the six months ended June
30, 2000. The increase of $0.5 million was primarily due to employee-related
expenses and legal fees. Included in general and administrative expenses for the
six months ended June 30, 2001 and 2000 are $233,000 and $318,000, respectively,
of net fees paid to Marketing for certain administrative and technical services
performed under a services agreement. Substantially all of these services were
discontinued as of April 1, 2001.
Depreciation and amortization was $4.7 million for the six months ended June
30, 2001, a decrease of $0.3 million as compared with the six months ended June
30, 2000 due to assets becoming fully depreciated and real estate dispositions.
Interest expense for the six months ended June 30, 2001 was $1.6 million as
compared with $1.7 million for the six months ended June 30, 2000. The decrease
in interest expense was principally due to lower average borrowings.
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Liquidity and Capital Resources
Our principal sources of liquidity are available cash and equivalents, the
cash flows from our business and a short-term uncommitted line of credit with a
bank. Management believes that cash requirements for our business, including
capital expenditures and debt service, can be met by cash flows from operations,
available cash and equivalents and the credit line. As of June 30, 2001, we had
lines of credit amounting to $35.0 million, of which $19.4 million was utilized
for short-term borrowing and $3.3 million in connection with outstanding letters
of credit. We repaid all amounts outstanding under the credit lines with a
portion of the net proceeds of a common stock offering on August 1, 2001, as
discussed below. As of August 8, 2001, a line of credit with one of the banks
was terminated and the remaining line was increased to $25.0 million. Borrowings
under the line of credit are unsecured and bear interest at the prime rate or,
at our option, LIBOR plus 1.25%. The line of credit is subject to renewal at the
discretion of the bank.
During the six months ended June 30, 2001 and 2000, the Company declared
quarterly preferred stock dividends of $.44375 per share and quarterly cash
common stock dividends of $.15 per share. These dividends aggregated $6.3
million and $6.5 million for the six months ended June 30, 2001 and 2000,
respectively.
Capital expenditures for the six months ended June 30, 2001 were $0.4
million.
On August 1, 2000, we closed a public offering of 8,855,000 shares of our
common stock (including exercise of the underwriters over-allotment option) at
a price of $16 per share. At a special meeting of stockholders held on August 1,
2001, our stockholders approved a charter amendment containing ownership
limitations typical for real estate investment trusts (REITs).
We used a portion of the $133.5 million net proceeds of the offering to pay a
$64.1 million special one-time cash distribution to stockholders. The special
distribution was paid on August 2, 2001 to holders of record of Getty common
stock and Series A Preferred stock as of the close of business on July 25, 2001.
Common stockholders received $4.15 per share and Series A Preferred stockholders
received $4.20 per share. Purchasers of Getty common stock in the public
offering did not receive any portion of the special distribution on any of the
shares of common stock they purchased. We used $17.5 million of net proceeds
from the offering to repay all amounts then outstanding under the lines of
credit and $19.9 million to retire the loan with Chase Manhattan Bank (which had
been previously purchased from Fleet National Bank). The remaining $32.0 million
of net proceeds will be used for general corporate purposes.
We will elect to be taxed as a REIT under the federal income tax laws
beginning with the year ending December 31, 2001. As a REIT, we will be required
to distribute at least 90% of our taxable income to stockholders each year. We
intend to pay common stock dividends of $0.4125 per quarter ($1.65 per share on
an annual basis), commencing with the quarterly dividend to be declared in
September 2001. Payment of dividends is subject to market conditions, our
financial condition, the distribution preferences of our preferred stock and
other factors, and therefore cannot be assured. As a result of a change in tax
status from a C-corp. to a REIT, we will record a nonrecurring tax benefit in
the third quarter results to reverse the provision for income taxes recorded for
the six months ended June 30, 2001 and other accrued tax liabilities that we
would no longer be required to pay as a REIT.
Although we expect that the existing sources of liquidity will be sufficient
to meet our expected business and debt service requirements, we may be required
to obtain additional sources of capital in the future, which we believe are
available.
Special Factors Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 1O-Q may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When we use the words "believes", "expects",
"plans", "estimates" and similar expressions, we intend to identify
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance and achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to: risks
associated with owning and leasing real estate generally; dependence on
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Marketing as a tenant and on rentals from companies engaged in the petroleum
marketing and convenience store businesses; competition for locations and
tenants; the effects of regulation; our expectations as to the cost of
completing environmental remediation; and the impact of our electing to be taxed
as a REIT, including subsequent failure to qualify as a REIT and future
dependence on external sources of capital.
As a result of these and other factors, we may experience material
fluctuations in future operating results on a quarterly or annual basis, which
could materially and adversely affect our business, financial condition,
operating results, ability to pay dividends at expected levels, and stock
prices. An investment in our stock involves various risks, including those
mentioned above and elsewhere in this report and those that are detailed from
time to time in filings with the Securities and Exchange Commission.
You should not place undue reliance on forward-looking statements, which
reflect our view only as of the date hereof. We undertake no obligation to
publicly release revisions to these forward-looking statements that reflect
future events or circumstances or reflect the occurrence of unanticipated
events.
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Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At our Annual Meeting of Stockholders on June 21, 2001, our
stockholders re-elected Messrs. Milton Cooper, Philip E. Coviello, Leo
Liebowitz, Howard Safenowitz and Warren Wintrub as directors and ratified the
appointment of PricewaterhouseCoopers LLP as our auditors for the year ending
December 31, 2001.
At a Special Meeting of Stockholders on August 1, 2001, our
stockholders approved a charter amendment containing ownership limitations
typical for REITs. The amendment was approved by a vote of 12,288,071 common
shares (including the Series A Preferred shares voting on an as-converted basis)
in favor, 6,988 shares against and 3,411 abstentions or withheld votes, as well
as by a separate class vote of the Series A Preferred stockholders, with
2,228,238 in favor, 530 against and 484 abstentions or withheld votes. The
charter amendment was filed with the State Department of Assessments and
Taxation of Maryland and became effective shortly after the meeting.
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed with this report:
3. Articles of Amendment dated August 1, 2001 to Charter of
Getty Realty Corp. (incorporated herein by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K
dated August 1, 200l).
10. Seconded Amended and Restated Loan Agreement, dated as of
July 20, 2001, between Power Test Realty Company Limited
Partnership and The Chase Manhattan Bank (incorporated
herein by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K dated July 20, 2001).
(b) The following Current Reports on Form 8-K have been filed by
the Company since March 31, 2001:
July 16, 2001 -- announcing mailing of proxy materials for
Special Stockholders Meeting;
July 17, 2001 -- announcing declaration of special
distribution;
July 20, 2001 -- announcing refinancing of loan agreement and
preliminary results for quarter ended June 30, 2001;
July 26, 2001 -- announcing pricing of common stock public
offering and further preliminary results for quarter
ended June 30, 200l; and
August 1, 2001 -- announcing closing of common stock public
offering, approval of charter amendment, payment of
special distribution and intention to elect to be
taxed as a REIT under federal income tax laws
beginning with year ending December 31, 2001.
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14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GETTY REALTY CORP.
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(Registrant)
Dated: August 14, 2001 BY: /s/ Thomas J. Stirnweis
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(Signature)
THOMAS J. STIRNWEIS
Corporate Controller and
Treasurer
(Principal Financial and
Accounting Officer)
Dated: August 14, 2001 BY: /s/ Leo Liebowitz
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(Signature)
LEO LIEBOWITZ
President and Chief Executive
Officer
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