UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 001-13777
GETTY REALTY CORP.
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(Exact name of registrant as specified in its charter)
<Table>
Maryland 11-3412575
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(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
125 Jericho Turnpike, Suite 103, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 478-5400
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
Common Stock, $0.01 par value New York Stock Exchange
</Table>
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether 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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of common stock held by non-affiliates (17,566,673
shares of common stock) of the Company was $441,977,493 as of June 30, 2004.
The registrant had outstanding 24,712,861 shares of common stock as of March 11,
2005.
DOCUMENTS INCORPORATED BY REFERENCE
<Table>
<Caption>
DOCUMENT PART OF FORM 10-K
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Annual Report to Shareholders for the year ended December 31, 2004 (the I and II
"Annual Report")
Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders III
(the "Proxy Statement") which will be filed by the registrant on or
prior to 120 days following the end of the registrant's year ended
December 31, 2004 pursuant to Regulation 14A.
</Table>
PART I
Item 1. Business
The History of Our Company
Getty Realty Corp., a Maryland corporation, is the largest publicly-traded
real estate investment trust ("REIT") in the United States specializing in the
ownership and leasing of retail motor fuel and convenience store properties and
petroleum distribution terminals. As of December 31, 2004, we owned seven
hundred ninety-five properties and leased two hundred fifty additional
properties in thirteen states located principally in the Northeast United
States.
We are self-administered and self-managed by our experienced management
team, which has over eighty-six years of combined experience in owning, leasing
and managing retail motor fuel and convenience store properties. Our executive
officers are engaged exclusively in the day-to-day business of the Company. We
administer nearly all management functions for our properties, including
leasing, legal, data processing, finance and accounting. We have invested, and
will continue to invest, in real estate and real estate related investments,
such as mortgage loans, when such opportunities arise.
Our founders started the business in 1955 with the ownership of one
gasoline service station in New York City and combined real estate ownership,
leasing and management with actual service station operation. We held our
initial public offering in 1971 under the name Power Test Corp. In 1985, we
acquired from Texaco the petroleum distribution and marketing assets of Getty
Oil Company in the Northeast United States along with the Getty(R) name and
trademark for use in connection with our real estate and petroleum marketing
operations in the United States. We became one of the largest independent
owner/operators of petroleum marketing assets in the country, serving retail and
wholesale customers through a distribution and marketing network of Getty and
other branded retail motor fuel and convenience store properties and petroleum
distribution terminals.
Nearly all of our properties are leased or sublet to third-party operators
who are responsible for the payment of taxes, maintenance, repair, insurance and
other operating expenses and for managing the actual operations conducted at
these properties. We lease approximately 91% of our owned and leased properties
on a long-term basis to Getty Petroleum Marketing Inc. ("Marketing"). Marketing
is wholly owned by a subsidiary of OAO LUKoil ("Lukoil"), one of Russia's
largest integrated oil companies. Marketing operates the petroleum distribution
terminals but typically does not itself directly operate the retail motor fuel
and convenience store properties it leases from us. Rather, Marketing subleases
nearly all of our retail properties to third-party operators who are responsible
for the actual operations at the locations.
In 1997, we completed the spin-off of our petroleum marketing business to
our shareholders, who received a tax-free dividend of one share of common stock
of Marketing for each share of our common stock. Following the spin-off,
Marketing held the assets and liabilities of our petroleum marketing operations
and a portion of our home heating oil business, and we continued operating
primarily as a real estate company specializing in the ownership and leasing of
retail motor fuel and convenience store properties and petroleum distribution
terminals. In 1998, we acquired Power Test Investors Limited Partnership (the
"Partnership"), thereby acquiring fee title to two hundred ninety-five
properties we had previously leased from the Partnership and which the
Partnership had acquired in 1985 from Texaco. We later sold the remaining
portion of our home heating oil business. As a result, we are now exclusively
engaged in the ownership, leasing and management of real estate assets,
principally in the petroleum marketing industry.
In December 2000, Marketing was acquired by a U.S. subsidiary of Lukoil. In
connection with Lukoil's acquisition of Marketing, we renegotiated our long-term
master lease ("Master Lease") with Marketing. As of December 31, 2004, Marketing
leases from us, under the Master Lease and a coterminous supplemental lease for
one property (collectively the "Marketing Leases"), nine hundred thirty-nine
retail motor fuel and convenience store properties and ten petroleum
distribution terminals. The Marketing Leases have an initial term expiring in
December 2015, and generally provides Marketing with three renewal options of
ten years each and a final renewal option of three years and ten months
extending to 2049. Each of the renewal options may be exercised only on an "all
or nothing" basis. We expect to receive $59.7 million in lease rental payments
from Marketing in 2005, with annual 2% rental increases in subsequent years. The
Marketing Leases are "triple-net" leases, pursuant to which Marketing
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is responsible for the payment of taxes, maintenance, repair, insurance and
other operating expenses. We have licensed the Getty(R) trademarks to Marketing
on an exclusive basis in its Northeast U.S. marketing territory as of December
2000. We have also licensed the trademarks to Marketing on a non-exclusive basis
outside that territory, subject to a gallonage-based royalty, although to date,
Marketing has not used the trademark outside that territory.
In August 2001, we completed a public offering of 8,855,000 shares of our
common stock. We used a portion of the net proceeds of the offering to pay a
special one-time "earnings and profits" (as defined by the Internal Revenue
Code) cash distribution of $64.1 million to preferred and common shareholders.
In addition, our shareholders approved a charter amendment to include
restrictions on the ownership of our stock which are typical of REITs.
Accordingly, we elected to be taxed as a REIT beginning January 1, 2001. A REIT
is a corporation, or a business trust that would otherwise be taxed as a
corporation, which meets the requirements of the Internal Revenue Code. The
Internal Revenue Code permits a qualifying REIT to deduct dividends paid,
thereby effectively eliminating corporate level federal income tax and making
the REIT a pass-through vehicle for federal income tax purposes. To meet the
requirements of the Internal Revenue Code, a REIT must, among other things,
invest substantially all of its assets in interests in real estate (including
mortgages and other REITs) or cash and government securities, derive most of its
income from rents from real property or interest on loans secured by mortgages
on real property, and distribute to shareholders annually a substantial portion
of its otherwise taxable income. As a REIT, we are required to distribute at
least ninety percent of our taxable income to our shareholders each year and
would be subject to corporate level federal income taxes on any taxable income
that is not distributed.
Real Estate Business
The operators of our properties are primarily distributors and retailers
engaged in the sale of gasoline and other motor fuel products, convenience store
products and automotive repair services. Over the past decade, these lines of
business have matured into a single industry as operators increased their
emphasis on co-branded locations with multiple uses. The combination of
petroleum product sales with other offerings, particularly convenience store
products, has helped provide one-stop shopping for consumers and we believe
represents a driving force behind the industry's growth in recent years.
Revenues from rental properties for the year ended December 31, 2004 were
$66.3 million which includes $4.5 million of deferred rental income recognized
due to the straight-line method of accounting for the leases with Marketing and
certain of our other tenants. We received lease payments from Marketing
aggregating approximately $58.9 million (or 95% of the $61.9 million total lease
payments we received from all our rental properties in 2004). We are materially
dependent upon the ability of Marketing to meet its monetary obligations under
the Marketing Leases. Marketing's financial results depend largely on retail
petroleum marketing margins and rental income from subtenants who operate our
properties. The petroleum marketing industry has been and continues to be
volatile and highly competitive. Marketing has made all required monthly rental
payments under the Marketing Leases when due.
As of December 31, 2004, we owned fee title to seven hundred eighty-eight
retail motor fuel and convenience store properties and seven petroleum
distribution terminals. We also leased two hundred forty-seven retail motor fuel
and convenience store properties and three petroleum distribution terminals. Our
typical property used as a retail motor fuel and convenience store is located on
between one-half and three quarters of an acre of land in a metropolitan area in
the Northeast United States. Approximately two-thirds of our retail motor fuel
properties have repair bays (typically two or three bays per station) and nearly
half have convenience stores, canopies or both. The title to substantially all
of our owned properties is in the name of Leemilt's Petroleum, Inc., Getty CT
Leasing, Inc, Getty Properties Corp. or Power Test Realty Company Limited
Partnership, each of which is our wholly owned subsidiary. Leemilt's Petroleum
Inc. and Getty Properties Corp., are the lessees of substantially all of the
properties we lease from third parties. In addition, we lease four thousand one
hundred square feet of office space at 125 Jericho Turnpike, Jericho, New York,
which is used for our corporate headquarters.
We believe our network of retail motor fuel and convenience store
properties and terminal properties across the Northeast United States is unique
and comparable networks of properties are not readily available for purchase or
lease from other owners or landlords. Many of our properties are located at
highly trafficked urban intersections or conveniently close to highway on- and
off-ramps. Furthermore, obtaining the permits necessary to operate a network of
petroleum marketing properties such as ours would be a difficult, time consuming
and costly process for any
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potential competitor. However, the real estate industry is highly competitive,
and we compete for tenants with a large number of property owners. Our principal
means of competition are rents charged in relation to the income producing
potential of the location. In addition, we expect other major real estate
investors with significant capital will compete with us for attractive
acquisition opportunities. These competitors include petroleum manufacturing,
distributing and marketing companies, other REITs, investment banking firms and
private institutional investors. This competition has increased prices for
commercial properties and may impair our ability to make suitable property
acquisitions on favorable terms in the future.
Trademarks
We have licensed the Getty(R) trademarks to Marketing on an exclusive basis
in its Northeast U.S. marketing territory as of December 2000. We have also
licensed the trademarks to Marketing on a non-exclusive basis outside that
territory, subject to a gallonage-based royalty, although to date, Marketing has
not used the trademark outside that territory.
Regulation
We are subject to numerous federal, state and local laws and regulations.
The costs related to compliance with those laws and regulations have not had,
and are not expected to have, a material adverse effect on our long-term
financial position, although these costs may have a significant impact on our
results of operations or liquidity for any single fiscal year or interim period.
Petroleum properties are governed by numerous federal, state and local
environmental laws and regulations. These laws have included (i) requirements to
report to governmental authorities discharges of petroleum products into the
environment and, under certain circumstances, to remediate the soil and/or
groundwater contamination pursuant to governmental order and directive, (ii)
requirements to remove and replace underground storage tanks that have exceeded
governmental-mandated age limitations and (iii) the requirement to provide a
certificate of financial responsibility with respect to claims relating to
underground storage tank failures.
In recent years, environmental expenses have been attributable to
remediation, monitoring, and governmental agency reporting incurred in
connection with contaminated sites. In prior periods, a larger portion of the
expenses also included soil disposal and the replacement or upgrading of
underground storage tank systems ("USTs") to meet federal, state and local
environmental standards. Under the Master Lease with Marketing, and in
accordance with leases with other tenants, we agreed to bring the leased
properties with known environmental contamination to within applicable standards
and to regulatory or contractual closure ("Closure") in an efficient and
economical manner. Generally, upon achieving Closure at an individual property,
our environmental liability under the lease for that property will be satisfied
and future remediation obligations will be the responsibility of our tenant.
We have agreed to pay all costs relating to, and to indemnify Marketing
for, certain environmental liabilities and obligations that are scheduled in the
Master Lease. We will continue to seek reimbursement from state UST remediation
funds related to these environmental expenditures where available. As of
December 31, 2004, we have regulatory approved remediation action plans in place
for three hundred sixteen (92%) of the three hundred forty-five properties for
which we retain remediation responsibility and have not received a no further
action letter and the remaining twenty-nine properties (8%) were in the
assessment phase.
For additional information please refer to "Liquidity and Capital
Resources" and "Environmental Matters" in "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
We believe that we are in substantial compliance with federal, state and
local provisions enacted or adopted pertaining to environmental matters.
Although we are unable to predict what legislation or regulations may be adopted
in the future with respect to environmental protection and waste disposal,
existing legislation and regulations have had no material adverse effect on our
competitive position. See "Legal Proceedings."
-4-
Personnel
As of December 31, 2004, we had sixteen employees.
Access to our filings with the Securities and Exchange Commission and Corporate
Governance Documents
Our website address is www.gettyrealty.com. Our address, phone number and a
list of our officers is available on our website. Our website contains a
hyperlink to the SEC's EDGAR database at www.sec.gov where you can access,
free-of-charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
current reports on Form 8-K, and all amendments to these reports as soon as
reasonably practicable after such reports are filed. Our website also contains
our business conduct guidelines, corporate governance guidelines and the
charters of the Compensation, Nominating/Corporate Governance and Audit
Committees of our Board of Directors. We also will provide copies of these
reports and corporate governance documents free-of-charge upon request,
addressed to Getty Realty Corp., 125 Jericho Turnpike, Suite 103, Jericho, NY
11753, Attn: Investor Relations. Information available on or accessible through
our website shall not be deemed to be a part of this Annual Report on Form 10-K.
You may read and copy any materials that we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.
Special Factors Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K 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", "projects", "estimates" and similar expressions, we intend to identify
forward-looking statements. Examples of forward-looking statements include
statements regarding our expectations regarding future payments from Marketing,
including $59.7 million in lease rental payments in 2005; the expected effect of
regulations on our long-term performance; our expected ability to maintain
compliance with applicable regulations; our ability to renew expired leases; the
adequacy of our current and anticipated cash flows; our ability to maintain our
REIT status; our ability to obtain additional financing from JPMorgan on the
terms described in this Annual Report on Form 10-K, or at all; the probable
outcome of litigation or regulatory actions; our expected recoveries from
underground storage tank funds; our exposure to environmental remediation
expenses; our expectations regarding corporate level federal income taxes; the
indemnification obligations of the Company and others; our intention to
consummate future acquisitions; assumptions regarding the future applicability
of accounting estimates, assumptions and policies and our intention to pay
future dividends.
These forward-looking statements are based on our current beliefs and
assumptions and information currently available to us, and involve known and
unknown risks (including the risks described below and other risks that we
describe from time to time in our SEC filings), 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. 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
the occurrence of unanticipated events.
Risks and Uncertainties
We are subject to various risks that could have a negative effect on the
Company and its financial condition, many of which are beyond our control. 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 and
stock price. An investment in our stock involves various risks, including those
mentioned below and elsewhere in this Annual Report on Form 10-K and those that
are detailed from time to time in our other filings with the Securities and
Exchange Commission.
-5-
We are subject to risk inherent in owning and leasing real estate.
We are subject to varying degrees of risk generally related to leasing and
owning real estate many of which are beyond our control. In addition to general
risks related to owning properties used in the petroleum marketing industry,
risks include, among others, liability for long-term lease obligations, changes
in regional and local economic and real estate market conditions; changes in
supply of, or demand for rental properties similar to ours; competition for
tenants and changes in rental rates; our ability to relet properties on
favorable terms or at all; our ability to collect rent payments when due;
changes in interest rates and in the availability, cost and terms of financing;
the potential for uninsured casualty and other losses, the impact of present or
future environmental legislation and compliance with environmental laws; adverse
changes in zoning laws and other regulations; and acts of terrorism and war. In
addition, real estate investments are relatively illiquid, which means that our
ability to vary our portfolio of properties in response to changes in economic
and other conditions may be limited.
Our revenues are primarily dependent on the performance of Getty Petroleum
Marketing Inc., our primary tenant. Although we periodically receive and review
financial statements and other financial information from Marketing, such
information is not publicly available. We may not have sufficient information to
identify a deterioration of the financial performance or condition of Marketing,
or have sufficient time to advise our shareholders of such deterioration prior
to any default by Marketing on its monetary obligations to us that may result
from such deterioration. If Marketing does not fulfill its monetary obligations
to us, our financial condition and results of operations will be materially
adversely affected.
We rely upon the revenues from leasing retail motor fuel and convenience
store properties and petroleum distribution terminals, primarily to Marketing,
for substantially all of our revenues (95.5% for the year ended December 31,
2004). Accordingly, our revenues will be dependent to a large degree on the
economic performance of Marketing and of the petroleum marketing industry, and
any factor that adversely affects Marketing may have a material adverse effect
on our financial condition and results of operations. Marketing is wholly owned
by a subsidiary of Lukoil, one of the largest integrated Russian oil companies.
In the event that Marketing cannot or will not perform its monetary obligations
under the Marketing Leases with us, our financial condition and results of
operations would be materially adversely affected. Although Marketing is wholly
owned by a subsidiary of Lukoil, no assurance can be given that Lukoil will
cause Marketing to fulfill any of its obligations under the Marketing Leases.
We periodically receive and review Marketing's financial statements and
other financial data. We receive this information from Marketing pursuant to the
terms of the Master Lease. This information is not publicly available and the
terms of the Master Lease prohibit us from including this financial information
in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q or in our
Annual Report to Shareholders. As a result, the financial performance of
Marketing may deteriorate, and Marketing may ultimately default on its monetary
obligations to us before we receive financial information from Marketing that
would indicate the deterioration or before we would have the opportunity to
advise our shareholders of any increased risk of default.
Certain financial and other information concerning Marketing is available
from Dun & Bradstreet and may be accessed by their web site (www.dnbsearch.com)
upon payment of their fee.
If Marketing does not fulfill its monetary obligations to us under the
Marketing Leases, our financial condition and results of operations will be
materially adversely affected. Based on our review of the financial statements
and other financial data Marketing has provided to us to date, we believe that
Marketing has the ability to make its rent payments to us under the Marketing
Leases timely when due.
Marketing's earnings and cash flow from operations depend upon rental
income from its tenants and the sale of refined petroleum products at margins in
excess of its fixed and variable expenses. A large, rapid increase in wholesale
petroleum prices would adversely affect Marketing's profitability and cash flow
if the increased cost of petroleum products could not be passed on to
Marketing's customers or if automobile consumption of gasoline were to
significantly decline. Petroleum products are commodities whose prices depend on
numerous factors that affect the supply of and demand for petroleum products.
The prices paid by Marketing and other petroleum marketers for products are
affected by global, national and regional factors. We cannot be certain how
these factors will affect
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petroleum product prices or supply in the future, or how in particular they
will affect Marketing or our other tenants. We believe that Marketing currently
relies on various suppliers for the purchase of refined petroleum products.
Substantially all of our tenants depend on the same industries for their
revenues.
We derive substantially all of our revenue from leasing, primarily on a
triple-net basis, retail motor fuel and convenience store properties and
petroleum distribution terminals to tenants in the petroleum marketing industry.
Accordingly, our revenues will be dependent on the economic success of the
petroleum marketing industry, and any factors that adversely affect that
industry could also have a material adverse effect on our financial condition
and results of operations. The success of participants in that industry depends
upon the sale of refined petroleum products at margins in excess of fixed and
variable expenses. A large, rapid increase in wholesale petroleum prices would
adversely affect the profitability and cash flows of Marketing and our other
tenants if the increased cost of petroleum products could not be passed on to
their customers or if automobile consumption of gasoline were to significantly
decline. Petroleum products are commodities whose prices depend on numerous
factors that affect the supply of and demand for petroleum products. The prices
paid by Marketing and other petroleum marketers for products are affected by
global, national and regional factors. We cannot be certain how these factors
will affect petroleum product prices or supply in the future, or how in
particular they will affect Marketing or our other tenants. We believe that
Marketing currently relies on various suppliers for the purchase of refined
petroleum products.
Property taxes on our properties may increase without notice.
Each of our owned properties is subject to real property taxes. The real
property taxes on our properties and any other properties that we develop or
acquire in the future may increase as property tax rates change and as those
properties are assessed or reassessed by tax authorities. To the extent that our
tenants are unable or unwilling to pay such increase in accordance with their
leases, our net operating expenses may increase.
Compliance with environmental regulations may be costly.
The real estate business and the petroleum products industry are subject to
numerous federal, state and local laws and regulations, including matters
relating to the protection of the environment. Under certain environmental laws,
a current or previous owner or operator of real estate may be liable for
contamination resulting from the presence or discharge of hazardous or toxic
substances or petroleum products at, on or under such property, and may be
required to investigate and clean-up such contamination. Such laws typically
impose liability and clean-up responsibility without regard to whether the owner
or operator knew of or caused the presence of the contaminants, or the timing or
cause of the contamination, and the liability under such laws has been
interpreted to be joint and several unless the harm is divisible and there is a
reasonable basis for allocation of responsibility. For example, liability may
arise as a result of the historical use of a property or from the migration of
contamination from adjacent or nearby properties. Any such contamination or
liability may also reduce the value of the property. In addition, the owner or
operator of a property may be subject to claims by third parties based on
injury, damage and/or costs, including investigation and clean-up costs,
resulting from environmental contamination present at or emanating from a
property. The properties owned or controlled by us are leased primarily as
retail motor fuel and convenience store properties, and therefore may contain,
or may have contained, underground storage tanks for the storage of petroleum
products and other hazardous or toxic substances, which creates a potential for
the release of such products or substances. Some of the properties may be
adjacent to or near properties that have contained or currently contain
underground storage tanks used to store petroleum products or other hazardous or
toxic substances. In addition, certain of the properties are on, adjacent to or
near properties upon which others have engaged or may in the future engage in
activities that may release petroleum products or other hazardous or toxic
substances. There may be other environmental problems associated with our
properties of which we are unaware. These problems may make it more difficult
for us to relet or sell our properties on favorable terms or at all.
We have agreed to provide limited environmental indemnification, capped at
$4.25 million and expiring in 2010, to Marketing for certain pre-existing
conditions at six of the terminals we lease to Marketing. Under the
indemnification agreement, Marketing will pay the first $1.5 million of costs
and expenses incurred in connection with remediating any such pre-existing
conditions, Marketing will share equally with us the next $8.5 million of those
costs and expenses and Marketing will pay all additional costs and expenses over
$10.0 million. We have not
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accrued a liability in connection with this indemnification agreement since it
is uncertain that any significant amounts will be required to be paid under the
agreement.
As of December 31, 2004 we had accrued $20.6 million as management's best
estimate of the fair value of reasonably estimable environmental remediation
costs and we had also recorded $5.4 million as management's best estimate for
recoveries from state UST remediation funds, net of allowance, related to
environmental obligations and liabilities. Environmental expenditures were $6.8
million and recoveries from underground storage tank funds were $2.4 million for
the year ended December 31, 2004. For 2004, net changes in estimated remediation
costs and accretion expense included in our consolidated statements of
operations amounted to $3.3 million, which was net of probable recoveries from
state UST remediation funds. During 2005, we estimate that our net environmental
spending will be approximately $5.0 million and our business plan for 2005
reflects a net change in estimated remediation costs and accretion expense of
approximately $3.6 million.
In view of the uncertainties associated with environmental expenditures,
however, we believe it is possible that the fair value of future actual net
expenditures could be substantially higher than these estimates. Adjustments to
accrued liabilities for environmental remediation costs will be reflected in our
financial statements as they become probable and a reasonable estimate of fair
value can be made. Although future environmental costs may have a significant
impact on results of operations for any single fiscal year or interim period, we
believe that such costs will not have a material adverse effect on our long-term
financial position.
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 whether state underground storage
tank fund programs will be administered and funded in the future in a manner
that is consistent with past practices or whether future environmental spending
will continue to be eligible for reimbursement 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.
For additional information with respect to environmental remediation costs
and estimates see "Environmental Matters" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations", and note 5 to the
financial statements in our Annual Report to Shareholders filed as Exhibit 13 to
this Annual Report on Form 10-K and incorporated by reference herein.
We are defending pending lawsuits and claims and are subject to material losses.
We are subject to various lawsuits and claims, including litigation related
to environmental matters, damages resulting from leaking UST and toxic tort
claims. The ultimate resolution of certain matters cannot be predicted because
considerable uncertainty exists both in terms of the probability of loss and the
estimate of such loss. Our ultimate liabilities resulting from such lawsuits and
claims, if any, may be material to our results of operations in the period in
which they are recognized.
Our properties are concentrated in the Northeast United States, and adverse
conditions in that region, in particular, could negatively impact our
operations.
A significant portion of the properties we own and lease are located in the
Northeast United States. Because of the concentration of our properties in that
region, in the event of adverse economic conditions in that region, we would
likely experience higher risk of default on payment of rent payable to us
(including under the Marketing Leases) than if our properties were more
geographically diversified. Additionally, the rents on our properties may be
subject to a greater risk of default than other properties in the event of
adverse economic, political, or business developments or natural hazards that
may affect the Northeast United States and the ability of our lessees to make
rent payments. In the event of any natural disaster, our ability to pay
dividends could be adversely affected.
-8-
We are in a competitive business.
The real estate industry is highly competitive. Where we own properties, we
compete for tenants with a large number of real estate property owners and other
companies that sublet properties. Our principal means of competition are rents
charged in relation to the income producing potential of the location. In
addition, we expect other major real estate investors, some with much greater
resources, will compete with us for attractive acquisition opportunities. These
competitors include petroleum manufacturing, distributing and marketing
companies, other REITs, investment banking firms and private institutional
investors. This competition has increased prices for commercial properties and
may impair our ability to make suitable property acquisitions on favorable terms
in the future.
Our future cash flow is dependent on renewal of leases and reletting of our
space.
We are subject to risks that financial distress of our tenants may lead to
vacancies at our properties, that leases may not be renewed, that locations may
not be relet or that the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. In
addition, numerous properties compete with our properties in attracting tenants
to lease space. The number of competitive properties in a particular area could
have a material adverse effect on our ability to lease our properties or newly
acquired properties and on the rents charged. If we were unable to promptly
relet or renew the leases for all or a substantial portion of these locations,
or if the rental rates upon such renewal or reletting were significantly lower
than expected, our cash flow could be adversely affected and the resale values
or our properties could decline. The Marketing Leases have an initial term
expiring in December 2015, and generally provide Marketing with three renewal
options of ten years each and a final renewal option of three years and ten
months extending to 2049. Each of the renewal options may be exercised only on
an "all or nothing" basis.
We may acquire or develop new properties, and this may create risks.
We may acquire or develop properties or acquire other real estate companies
when we believe that an acquisition or development matches our business
strategies. We may not succeed in consummating desired acquisitions or in
completing developments on time or within our budget. We also may not succeed in
leasing newly developed or acquired properties at rents sufficient to cover
their costs of acquisition or development and operations.
We are subject to losses that may not be covered by insurance.
Marketing, and other tenants, as the lessee of our properties, are required
to provide insurance for such properties, including casualty, liability, fire
and extended coverage in amounts and on other terms as set forth in our master
leases. We carry insurance against certain risks and in such amounts as we
believe are customary for businesses of our kind. However, as the costs and
availability of insurance change, we may decide not to be covered against
certain losses (such as certain environmental liabilities, earthquakes,
hurricanes, floods and civil disorders) where, in the judgment of management,
the insurance is not warranted due to cost or availability of coverage or the
remoteness of perceived risk. There is no assurance that our insurance against
loss will be sufficient. The destruction of, or significant damage to, or
significant liabilities arising out of conditions at our properties due to an
uninsured cause would result in an economic loss and could result in us losing
both our investment in, and anticipated profits from, such properties. When a
loss is insured, the coverage may be insufficient in amount or duration, or a
lessee's customers may be lost, such that the lessee cannot resume its business
after the loss at prior levels or at all, resulting in reduced rent or a default
under its lease. Any such loss relating to a large number of properties could
have a material adverse effect on our financial condition.
Failure to qualify as a REIT would have adverse consequences to our
shareholders.
We elected to be taxed as a REIT beginning January 1, 2001. We cannot,
however, guarantee that we will continue to qualify in the future as a REIT. In
order to initially qualify for REIT status, we were required, among other items,
to make a distribution to shareholders in an amount at least equal to our
accumulated "earnings and profits" (as defined by the Internal Revenue Code)
from the years we operated as a taxable corporation. On August 1, 2001, we paid
the earnings and profits distribution to our shareholders in an amount that we
estimated was required in order for us to qualify as a REIT. Determination of
accumulated earnings and profits for federal income
-9-
tax purposes is extremely complex. Should the Internal Revenue Service
successfully assert that our accumulated earnings and profits were greater than
the amount distributed, we may fail to qualify as a REIT; however, we may avoid
losing our REIT status by paying a deficiency dividend to eliminate any
remaining accumulated earnings and profits. We may have to borrow money or sell
assets to pay such a deficiency dividend. We cannot give any assurance that new
legislation, regulations, administrative interpretations or court decisions will
not significantly change the requirements relating to our qualification. If we
fail to qualify as a REIT, we will again be subject to federal income tax at
regular corporate rates, and could be subject to the federal alternative minimum
tax, we would be required to pay significant income taxes and would have less
money available for our operations and distributions to shareholders. This would
likely have a significant adverse effect on the value of our securities. We
could also be precluded from treatment as a REIT for four taxable years
following the year in which we lost the qualification, and all distributions to
stockholders would be taxable as regular corporate dividends to the extent or
our current and accumulated earnings and profits.
As a REIT, we are dependent on external sources of capital which may not be
available on favorable terms.
To maintain our status as a REIT, we must distribute to our shareholders
each year at least ninety percent of our net taxable income, excluding any net
capital gain. Because of these distribution requirements, it is not likely that
we will be able to fund all future capital needs, including acquisitions, from
income from operations. Therefore, we will have to rely on third-party sources
of capital, which may or may not be available on favorable terms or at all.
Moreover, additional equity offerings may result in substantial dilution of
shareholders' interests, and additional debt financing may substantially
increase our leverage. Our access to third-party sources of capital depends upon
a number of factors, including general market conditions, the market's
perception of our growth potential, our current and potential future earnings
and cash distributions and the market price of our common stock.
The loss of certain members of our management team could adversely affect our
business.
We depend upon the skills and experience of our executive officers. Loss of
the services of any of them could have a material adverse effect on our business
and financial condition. We do not have employment agreements with any of our
executives.
Our business operations may not generate sufficient cash for distributions or
debt service.
We cannot assure you that our business will generate sufficient cash flow
from operations or that future borrowings will be available to us in an amount
sufficient to enable us to make distributions on our common stock, to pay our
indebtedness, or to fund our other liquidity needs. We may not be able to repay
or refinance existing indebtedness on favorable terms, which could force us to
dispose of properties on disadvantageous terms (which may also result in losses)
or accept financing on unfavorable terms.
In March 2005 we entered into a Commitment Letter with JPMorgan Chase Bank
("JPMorgan") for an unsecured three-year senior revolving credit facility
("Credit Facility"). While the Commitment Letter is non-binding, is subject to
JPMorgan's successful syndication of a substantial portion of the Credit
Facility, and execution of definitive agreements containing customary terms and
conditions, we believe that it will contain financial covenants that will
require us to maintain certain financial ratios and limit the amount of
distributions payable by us to our shareholders. Our ability to meet the
financial and other covenants relating to the Credit Facility may be dependent
on the performance of our tenants. Failure to comply with these covenants could
result in an event of default that, if not cured or waived, could result in the
acceleration of all or a substantial portion of our indebtedness to JPMorgan.
We may be unable to pay dividends and our equity may not appreciate.
Under the Maryland General Corporation Law, our ability to pay dividends
would be restricted if, after payment of the dividend, (1) we would not be able
to pay indebtedness as it becomes due in the usual course of business or (2) our
total assets would be less than the sum of our liabilities plus the amount that
would be needed, if we were to be dissolved, to satisfy the rights of any
shareholders with liquidation preferences. There currently are no shareholders
with liquidation preferences. No assurance can be given that our financial
performance in the future will permit our payment of any dividends. As a result
of the factors described above, we may experience material
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fluctuations in future operating results on a quarterly or annual basis, which
could materially and adversely affect our business, stock price and ability to
pay dividends.
Terrorist attacks and other acts of violence or war may affect the market on
which our common stock trades, the markets in which we operate, our operations
and our results of operations.
Terrorist attacks or armed conflicts could affect our business or the
businesses of our tenants or of Marketing or its parent. The consequences of
armed conflicts are unpredictable, and we may not be able to foresee events that
could have an adverse effect on our business. More generally, any of these
events could cause consumer confidence and spending to decrease or result in
increased volatility in the U.S. and worldwide financial markets and economy.
They also could be a factor resulting in, or a continuation of, an economic
recession in the U.S. or abroad. Any of these occurrences could have a
significant adverse impact on our operating results and revenues and may result
in volatility of the market price for our common stock.
Item 2. Properties
The following table summarizes the geographic distribution of our
properties at December 31, 2004. The table also identifies the number and
location of properties we lease from third-parties and which Marketing leases
from us under the Marketing Leases.
<Table>
<Caption>
OWNED BY GETTY REALTY LEASED BY GETTY REALTY
--------------------- ---------------------- TOTAL PERCENT
MARKETING OTHER MARKETING OTHER PROPERTIES OF TOTAL
AS TENANT TENANTS AS TENANT TENANTS BY STATE PROPERTIES
--------- ------- --------- ------- -------- ----------
New York 232 15 94 3 344 32.9%
New Jersey 108 9 42 2 161 15.4
Massachusetts 130 -- 26 1 157 15.0
Pennsylvania 111 10 17 2 140 13.4
Connecticut 59 27 20 11 117 11.2
New Hampshire 28 -- 3 -- 31 3.0
Virginia 4 2 19 -- 25 2.4
Maine 17 1 3 1 22 2.1
Rhode Island 15 1 4 -- 20 1.9
Delaware 10 3 1 -- 14 1.3
Maryland 4 2 1 -- 7 0.7
Florida -- 6 -- -- 6 0.6
Vermont 1 -- -- -- 1 0.1
----- ---- ----- ---- ----- -----
Total 719(1) 76 230(2) 20 1,045 100.0%
===== ==== ===== ==== ===== =====
</Table>
(1) Includes seven terminal properties owned in New York, New Jersey,
Connecticut and Rhode Island.
(2) Includes three terminal properties leased in New York.
The properties that we lease have a remaining lease term, including renewal
option terms, averaging over twelve years. The following table sets forth
information regarding lease expirations, including renewal and extension option
terms, for properties that we lease from third parties:
<Table>
<Caption>
PERCENT
NUMBER OF OF TOTAL PERCENT OF
LEASES LEASED TOTAL
CALENDAR YEAR EXPIRING PROPERTIES PROPERTIES
- ------------- -------- ---------- ----------
2005 6 2.4 1.0
2006 15 6.0 1.3
2007 16 6.4 1.4
2008 12 4.8 1.1
2009 20 8.0 1.9
----- ----- ------
Subtotal 69 27.6 6.7
----- ----- ------
Thereafter 181 72.4 17.3
----- ----- ------
Total 250 100.0% 24.0%
===== ===== ======
</Table>
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We have rights-of-first refusal to purchase or lease one hundred
ninety-eight of the properties we lease. Although there can be no assurance
regarding any particular property, historically we generally have been
successful in renewing or entering into new leases when lease terms expire.
Approximately 67% of our leased properties are subject to automatic renewal or
extension options.
In the opinion of our management, our relationships with our landlords are
good and our owned and leased properties are adequately covered by casualty and
liability insurance. In addition, we require our tenants to provide insurance
for all properties they lease from us, including casualty, liability, fire and
extended coverage in amounts and on other terms satisfactory to us. Currently,
we have no plans for material improvements to any of our properties. However,
our tenants frequently make improvements to the properties leased from us at
their expense.
Three of our owned retail motor fuel and convenience store properties, with
a net book value of approximately $1.9 million at December 31, 2004, are secured
by mortgages with an aggregate principal balance of approximately $0.5 million
at a weighted average interest rate of 5.7% per annum. No other material
mortgages, liens or encumbrances exist on our properties.
We lease nine hundred thirty-nine retail motor fuel and convenience store
properties and our ten petroleum distribution terminals to Marketing under the
Marketing Leases. The Master Lease is a unitary lease and has an initial term
expiring in 2015, and generally provides Marketing with three renewal options of
ten years each and a final renewal option of three years and ten months
extending to 2049. Each of the renewal options may be exercised only on an "all
or nothing" basis. The Marketing Leases are "triple-net" leases, under which
Marketing is responsible for the payment of taxes, maintenance, repair,
insurance and other operating expenses.
If Marketing fails to pay rent, taxes or insurance premiums when due under
the Marketing Leases, and the failure is not cured by Marketing within a
specified time after receipt of notice, we have the right to terminate the
Marketing Leases and to exercise other customary remedies against Marketing. If
Marketing fails to comply with any other obligation under the Marketing Leases
after notice and opportunity to cure, we do not have the right to terminate the
Marketing Leases. Alternatively, our available remedies under the Marketing
Leases are to seek to obtain an injunction or other equitable relief requiring
Marketing to comply with its obligations under the Marketing Leases and to
recover damages from Marketing resulting from the failure.
If any lease we have with a third-party landlord for properties that we
lease to Marketing is terminated as a result of our default and the default is
not caused by Marketing, we have agreed to indemnify Marketing for its losses
with respect to the termination. Where we lease a property from a third-party
landlord under a lease which is about to expire and does not contain options to
renew, we and Marketing each have a non-exclusive right to negotiate with that
third-party landlord, except at fifteen identified locations where Marketing has
the exclusive right to negotiate with the third-party landlord until six months
before the lease expires. We have also agreed that if we decide to sell any
property leased to Marketing under the Marketing Leases, we will first offer to
sell that property to Marketing pursuant to procedures set forth in the
Marketing Leases.
We have also agreed to provide limited environmental indemnification,
capped at $4.25 million and expiring in 2010, to Marketing for certain
pre-existing conditions at six of the terminals we lease to Marketing. Under the
agreement, Marketing will pay the first $1.5 million of costs and expenses
incurred in connection with remediating any pre-existing terminal condition,
Marketing will share equally with us the next $8.5 million of those costs and
expenses and Marketing will pay all additional costs and expenses over $10.0
million. We have not accrued a liability in connection with this indemnification
agreement since it is uncertain that any significant amounts will be required to
be paid under the agreement. Under the Master Lease, we continue to have
additional ongoing environmental remediation obligations for two hundred
sixty-four scheduled sites and our agreements with Marketing provide that
Marketing otherwise remains liable for all environmental matters.
Item 3. Legal Proceedings
In 1988 and 1989, we were named as defendants in three separate lawsuits by
multiple owners of adjacent properties seeking compensatory and punitive damages
for personal injury and property damages having common allegations that a leak
of an underground gasoline storage tank occurred in November 1985, at one of our
retail
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motor fuel properties. Although the first action was dismissed in January 1992
and the second action was dismissed in 1995, there is a possibility that the
remaining defendants in this action, in the future, may assert claims against us
for contribution or indemnity. We are not aware that any such claims have been
asserted. The third action is still pending in New York Supreme Court, Suffolk
County, remains in the pleadings stage and has remained dormant for more than
ten years. We have been advised that these plaintiffs no longer will assert
claims for personal injuries, and that the property has been sold. If this
litigation resumes, we will assert third-party claims against the party we
believe is responsible for the contamination.
In 1991, the State of New York brought an action in the New York State
Supreme Court in Albany against our former heating oil subsidiary seeking
reimbursement for cleanup costs claimed to have been incurred at a retail motor
fuel property in connection with a gasoline release. The State also is seeking
penalties plus interest. Although there has been no activity in this proceeding
in the past several years, in January 2002, we received a letter from the
State's attorney indicating that the State intends to continue prosecuting the
action. To date, we are not aware that the State has taken any additional
actions in connection with this claim.
In 1995, Pennsauken Solid Waste Management Authority, its
successor-in-interest, the Pollution Control Financing Authority of Camden
County and the Township of Pennsauken, New Jersey commenced an action for
unspecified amounts against certain defendants for all costs and damages claimed
to have been incurred for the remediation of the Pennsauken Sanitary Landfill.
The claims against us were settled in November 2003, in exchange for a payment
of $5,000 made in June 2004.
In 1997, the State of Rhode Island commenced an action against us to
recover damages resulting from an accident which occurred in March 1994,
regarding an oil tanker truck which tipped over and exploded in Providence, RI.
The State alleged damages to the highway area as well as the surrounding area
and nearby overpass. The case was dismissed in June 2004.
In 1997, an action was commenced in New York Supreme Court in Schenectady,
naming us as defendants, and seeking to recover monetary damages for personal
injuries allegedly suffered from the release of petroleum and vapors from one of
our retail motor fuel properties. This action has not been pursued by the
Plaintiff for more than six years.
In June 1998, we were sued as a third-party defendant in the Superfund case
of U.S. v. Champion Chemical Co. and Imperial Oil Co., pending in the U.S.
District Court for New Jersey. Our defense is being conducted by Texaco Inc.,
which has agreed to fully indemnify us. In August 1998, we were sued as a
third-party defendant in the Superfund case of U.S. v. Manzo, pending in the U.
S. District Court for New Jersey. Our defense is also being conducted by Texaco
Inc., which has agreed to fully indemnify us. Both matters involve periods prior
to 1985, the year we purchased the properties from Texaco Inc. pursuant to an
agreement under which Texaco is obligated to indemnify us for environmental
matters of this kind.
In December 1998, the New York State Department of Environmental
Conservation filed an administrative complaint against us for civil penalties
for alleged groundwater contamination and gasoline migration into a building
basement in April 1997. In January 1999, an action was commenced in United
States District Court (SDNY) by the owner of the property, seeking compensatory
and punitive damages. We are vigorously defending the private claims of
liability. In September 2004, our motion for summary judgment was granted as to
all claims other than plaintiff's claim for compensatory damages resulting from
an alleged diminution in property value.
In June 1999, a case was commenced in New York Supreme Court in Nassau
County against Marketing. The plaintiff is seeking monetary damages and alleges
that he contracted acute myelogenous leukemia (AML) as a result of exposure to
benzene-containing gasoline, between 1992 and 1998, when he worked periodically
at an independently owned and operated retail motor fuel property which we
supplied with gasoline. The plaintiff brought another case against Mobil Oil
Corporation and Island Transportation Corp. alleging that he worked at another
retail motor fuel property at which Mobil gasoline was sold and that his AML was
caused by his exposure to that gasoline as well. The cases have been
consolidated. We are not named in the cases. However, we are indemnifying
Marketing pursuant to written agreements.
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In September 1999, we brought a case against one of our tenants in the
United States District Court, District of New Jersey, seeking the return of the
property we leased to them and the cleanup of all contamination caused by them.
Our tenant filed a counterclaim alleging that all or part of the contamination
was attributable to contamination from underground storage tanks for which we
were responsible. A trial is expected to be scheduled in the first half of 2005.
In July 1999, the New Jersey Department of Environmental Protection
("NJDEP") issued a Directive and Notice to Insurers to several parties,
including the Company regarding environmental contamination at a retail motor
fuel property located in New Jersey. We signed an Administrative Consent Order
and settlement agreement with our insurers in December 2003 that required the
insurers to pay the State, under a reservation of rights, for past costs and
take over responsibility for the completion of the remediation. The settlement
agreement required us to pay $70,000 to the State and $15,000 toward the
settlement that the insurers reach with the State regarding natural resource
damages. These payments were made in May 2004.
In August 2000, the State of New York commenced an action against us in the
New York State Supreme Court in Albany County, seeking reimbursement of costs
claimed to have been incurred to clean up a gasoline release that occurred in
1987. The matter was settled in June 2004, in exchange for a payment of
$580,000, made in July 2004.
In February 2002, the owner of a retail motor fuel property in Wareham,
Massachusetts commenced an action in the Plymouth Superior Court against us and
a former tenant at the property to recover cleanup costs and other incidental
damages. The matter was settled in December 2004 in exchange for a payment of
$125,000 that we will share equally with our co-defendant. The payment is
expected to be made in 2005.
In September 2002, a suit was brought against us in the United States
District Court for the Eastern District of New York to recover legal fees
incurred in connection with a pending Rhode Island litigation, based on a
Guarantee and Indemnity Agreement. In January, 2002, we filed a counterclaim
against the plaintiff in that earlier suit for recovery of our legal fees
pursuant to a 1985 Settlement Agreement. Discovery has been completed, summary
judgment motions were filed by both parties in the third quarter of 2004, and
heard in November 2004. No decision on the motions has been rendered to date.
In December 2002, the State of New York commenced an action in New York
Supreme Court in Albany County against us and Marketing to recover costs claimed
to have been expended by the State to investigate and remediate a petroleum
release into the Ossining River commencing approximately in 1996. We are
indemnifying Marketing and have filed a claim against a potentially responsible
party who is upstream.
In January 2003, a claim was brought against us in New York Supreme Court
in Westchester County, alleging that we owe the Plaintiff rent in consideration
for access to his property to continue on-going remediation of contamination
allegedly due to spills at the property, formerly supplied by us with gasoline.
The case is in its early stages.
In February 2003, a case was filed against us, Marketing and others by the
owners of an adjacent property in the Pennsylvania Court of Common Pleas in
Lancaster County, asserting claims relating to a discharge of gasoline allegedly
emanating from our property. The complaint states that the plaintiffs first
became aware of a problem upon detecting gasoline vapors in their basement in
1996, yet did not file suit until February 28, 2003. The case is in its early
stages.
In April 2003, we were named in a class action, filed in New York Supreme
Court in Dutchess County, NY, arising out of alleged contamination of ground
water with methyl tertiary butyl ether (a fuel derived from methanol, which we
refer to as MTBE). We served an answer that denied liability and asserted
numerous affirmative defenses. The plaintiffs have not responded to our demands
and there has not been any activity in the case for a considerable period.
In April 2003, we received a Request for Reimbursement from the State of
Maine Department of Environmental Protection seeking reimbursement of costs
claimed to have been incurred by them in connection with the remediation of
contamination claimed to have originated at a former retail motor fuel property
supplied by us with gasoline in 1988. We discovered evidence that indicates that
the contamination may not have originated from that
-14-
property and submitted a written response to the Request for Reimbursement,
denying liability for the claim. In September 2004, we received a response from
the Office of the Attorney General for the State of Maine rejecting our
evidence. The matter was settled in January 2005 in exchange for a payment of
$600,000 which was accrued for as of December 31, 2004 and is expected to be
made in the first quarter of 2005.
In July 2003, we were notified by the State of Rhode Island Department of
Environmental Management of their Notice to Enforce compliance with a Letter of
Responsibility issued by the Department in connection with a suspected petroleum
release at a property that abuts property owned by us and leased to Marketing.
We responded to the State's Notice in August 2003. Marketing is obligated to
defend the matter and indemnify us pursuant to the Master Lease.
In July 2003, we received a Request for Reimbursement from the State of
Maine Department of Environmental Protection seeking reimbursement of costs
claimed to have been incurred by them in connection with the remediation of
contamination found at a retail motor fuel property, purportedly linked to
numerous gasoline spills in the late 1980's. We have discovered substantial
evidence that links the contamination to gasoline releases of another company
who has operated at the property since we discontinued our operations at the
property and are in the process of finalizing our response to the Request for
Reimbursement that will deny liability for the claim.
In September 2003, we were notified by the State of New Jersey Department
of Environmental Protection (the "DEP") that we are one of approximately sixty
potentially responsible parties for natural resources damages resulting from
discharges of hazardous substances into the Lower Passaic River. The definitive
list of potentially responsible parties and their actual responsibility for the
alleged damages, the aggregate cost to remediate the Lower Passaic River, the
amount of natural resource damages and the method of allocating such amounts
among the potentially responsible parties have not been determined. In September
2004, we received a General Notice Letter from the US EPA (the "EPA Notice"),
advising us that we may be a potentially responsible party for costs of
remediating certain conditions resulting from discharges of hazardous substances
into the Lower Passaic River. ChevronTexaco received the same EPA Notice
regarding those same conditions. We believe that ChevronTexaco is obligated to
indemnify us, pursuant to an indemnification agreement, regarding the conditions
at the property identified by the DEP and the EPA and that accordingly, our
ultimate legal and financial liability, if any, cannot be estimated with any
certainty at this time.
In September 2003, we were notified by the State of New Jersey Department
of Environmental Protection that we may be responsible for damages to natural
resources ("NRD") by reason of a petroleum release, more than fifteen years ago,
at a retail motor fuel property formerly operated by us in Egg Harbor, NJ. We
have been actively remediating the resulting contamination at the property in
accordance with a plan approved by the State. In addition, we have responded to
the notice and met with the Department to determine whether, and to what extent,
we may be responsible for NRD regarding this property and our other properties
formerly supplied by us with gasoline in New Jersey. The State's right to pursue
NRD, the viability of defenses to NRD, generally, and the State's method for
calculating NRD are subject to ongoing litigation in the State. We are not a
party to such litigation. However, the outcome of that litigation likely will
affect the State's claim against us for NRD with regard to this property and,
generally, our other properties in New Jersey.
In October 2003, an action was commenced in New York Supreme Court in
Nassau County seeking money damages against us arising out of a petroleum
release that occurred prior to 1985, at a property in Valley Stream, NY, which
was later supplied by us with gasoline. We have denied responsibility and are
defending this matter. The case is in its initial stages.
From October 2003 through February 2004 we were made a party to thirty-six
cases, and one additional case in the fourth quarter of 2004, in Connecticut,
Florida, Massachusetts, New Hampshire, New Jersey, New York, Vermont, Virginia,
and West Virginia, brought by local water providers or governmental agencies.
These cases allege various theories of liability due to contamination of
groundwater with MTBE as the basis for claims seeking compensatory and punitive
damages. Each case names as defendants approximately fifty petroleum refiners,
manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE.
The accuracy of the allegations as they relate to us, our defenses to such
claims, the aggregate amount of damages, the definitive list of defendants and
the method of allocating such amounts among the defendants have not been
determined. Accordingly, our ultimate legal and financial liability, if any,
cannot be estimated with any certainty at this time.
-15-
In November 2003, we received a demand from the State of New York for
reimbursement of cleanup and removal costs claimed to have been incurred by the
New York Environmental Protection and Spill Compensation Fund regarding
contamination it alleges emanated from one of our retail motor fuel properties
in 1997. We have responded to the State's demand and have denied responsibility
for reimbursement of such costs, as being attributable to contamination that
emanated from other properties owned and operated by others. In September 2004,
the State of New York commenced an action against us and others in New York
Supreme Court in Albany County seeking recovery of such costs. The case is in
its initial stages.
In November 2003, an action was commenced in New York Supreme Court in
Westchester County seeking money damages against us arising out of a petroleum
release in 1996 at a former retail motor fuel property of ours. Our defense is
being conducted by the company that sold us the property, and they have agreed
to fully indemnify us pursuant to the purchase agreement, which calls for
indemnification for environmental matters of this kind.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the three
months ended December 31, 2004.
-16-
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Information in response to this item is incorporated herein by reference to
information under the headings "Capital Stock" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Subsequent Events"
in our Annual Report to Shareholders.
Item 6. Selected Financial Data
Information in response to this item is incorporated herein by reference to
information under the heading "Selected Financial Data" in our Annual Report to
Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information in response to this item is incorporated herein by reference to
information under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report to Shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We do not use derivative financial or commodity instruments for trading,
speculative or any other purpose. We had no outstanding derivative instruments
as of December 31, 2004 or December 31, 2003 or at any time during the years
then ended. We do not have any foreign operations, and are therefore not exposed
to foreign currency exchange rate risks.
We are exposed to interest rate risks, primarily as a result of our line of
credit with JPMorgan Chase Bank. We manage our exposure to this risk by
minimizing, to the extent feasible, our overall borrowing and monitoring
available financing alternatives. Our interest rate risk has changed due to
increased average outstanding borrowings under the line as compared to December
31, 2003, but we do not foresee any significant changes in our exposure or in
how we manage this exposure in the near future. We use borrowings under the line
of credit, which expires in June 2005, to finance acquisitions and for general
corporate purposes. We had no borrowings against the line of credit prior to
November 2004. Our line of credit bears interest at the prime rate or, at our
option, LIBOR plus 1.25%. At December 31, 2004 we had total borrowings of $24.0
million under our line of credit, and had not entered into any instruments to
hedge our resulting exposure to interest-rate risk.
Based on our average outstanding borrowings under the line of credit of
$11.5 million, and assuming $30.0 million of additional borrowings required to
finance a pending acquisition on March 31, 2005 (see "Subsequent Events" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"), if market interest rates for 2005 increase by an average of 0.5%
more than the average interest rate for the last two months of 2004, the
additional annualized interest expense would decrease 2005 net income and cash
flows by $0.8 million attributable to increased borrowings and an additional
$0.2 million attributable to higher interest rates. These amounts were
determined by calculating the effect of a hypothetical interest rate on our line
of credit borrowings and assumes that the average outstanding borrowings during
the three month period from November 2004 through January 2005 is indicative of
our future average borrowings for 2005 before considering additional borrowings
required for acquisitions. The calculation also assumes that there are no other
changes in our financial structure or the terms of our borrowings. Management
believes that the fair value of the debt equals its carrying value at December
31, 2004 and 2003. Our exposure to fluctuations in interest rates will increase
or decrease in the future with increases or decreases in the outstanding amount
under our line of credit.
In order to minimize our exposure to credit risk associated with financial
instruments, we place our temporary cash investments with high-credit-quality
institutions. Temporary cash investments are held in an institutional money
market fund and short-term federal agency discount notes.
-17-
Item 8. Financial Statements and Supplementary Data
Information in response to this item is incorporated herein by reference to
the financial statements and supplementary financial information in our Annual
Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this Annual Report on Form 10-K. Based on the foregoing, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective at the reasonable assurance
level.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our assessment under the framework in Internal Control -
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2004.
PricewaterhouseCoopers LLP, our independent registered public accounting
firm which audited the financial statements included in this Annual Report on
Form 10-K, has issued an attestation report on management's assessment of our
internal control over financial reporting which is included herein.
There have been no changes in the Company's internal control over financial
reporting during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Item 9B. Other Information
None.
-18-
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to compliance with Section 16(a) of the Securities
Exchange Act of 1934 is incorporated herein by reference to information under
the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Proxy Statement. Information with respect to directors in response to this item
is incorporated herein by reference to information under the headings "Election
of Directors" and "Directors' Meetings, Committees and Executive Officers" in
the Proxy Statement. The following table lists our executive officers, their
respective ages, and the offices and positions held.
<Table>
<Caption>
NAME AGE POSITION OFFICER SINCE
---- --- -------- -------------
Leo Liebowitz 77 Chairman and Chief Executive Officer 1971
Andrew M. Smith 52 President and Secretary 2003
Kevin C. Shea 45 Executive Vice President 2001
Thomas J. Stirnweis 46 Vice President, Treasurer and Chief Financial Officer 2001
</Table>
Mr. Liebowitz has been Chief Executive Officer of Getty since 1985. He was
the President of Getty from May 1971 to May 2004. Mr. Liebowitz served as
Chairman, Chief Executive Officer and a director of Getty Petroleum Marketing
Inc. from October 1996 until December 2000. He is also a director of the
Regional Banking Advisory Board of J.P. Morgan Chase & Co.
Mr. Smith has been with Getty since 2003 and has served as President and
Secretary since May 2004 and was Vice President, General Counsel and Corporate
Secretary since December 2003. Prior thereto, he was General Counsel and
Corporate Secretary. Prior to joining Getty, he was in private law practice from
1999 to 2003. From 1997 to 1999 he served as the Vice President of Real Estate,
General Counsel and Secretary of Discovery Zone, Inc., an international
site-based children's entertainment company that commenced a Chapter 11
proceeding in April 1999. From 1995 to 1996, Mr. Smith was Vice President of
Operations of Influence, Inc., a medical device developer and manufacturer. From
1986 to 1994, Mr. Smith was a partner in the real estate practice of Weil,
Gotshal & Manges LLP, an international law firm.
Mr. Shea has been with Getty since 1984 and has served as Executive Vice
President since May 2004 and was Vice President since January 2001. Prior
thereto, he was Director of National Real Estate Development.
Mr. Stirnweis joined Getty in January 2001 as Corporate Controller and
Treasurer and has served as Vice President, Treasurer and Chief Financial
Officer since May 2003. Prior to joining Getty, he was Manager of Financial
Reporting and Analysis of Getty Petroleum Marketing Inc., where he provided
services to Getty under a services agreement since the spin-off of Marketing in
March 1997. Prior thereto, he held the same position at Getty since November
1988.
Management is not aware of any family relationships between any of its
directors or executive officers.
The Getty Realty Corp. Business Conduct Guidelines ("Code of Ethics"),
which applies to all employees, including our chief executive officer and chief
financial officer, is available on our website at www.gettyrealty.com.
Item 11. Executive Compensation
Information in response to this item is incorporated herein by reference to
information under the headings "Directors' Meetings, Committees and Executive
Officers", "Compensation" through "Report of the Compensation Committee" and
"Stock Performance Graph" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Information in response to this item is incorporated herein by reference to
information under the heading "Beneficial Ownership of Capital Stock" and
"Equity Compensation Plan Information" in the Proxy Statement.
-19-
Item 13. Certain Relationships and Related Transactions
None.
Item 14. Principal Accountant Fees and Services
Information in response to this item is incorporated herein by reference to
information under the heading "Ratification of Appointment of Independent
Registered Public Accounting Firm" in the Proxy Statement.
-20-
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
The financial statements listed in the Index to Financial Statements and
Financial Statement Schedules on page 22 are incorporated herein by
reference to the 2004 Annual Report to Shareholders as part of this Annual
Report on Form 10-K.
2. Financial Statement Schedules
The financial statement schedules listed in the Index to Financial
Statements and Financial Statement Schedules on page 22 are filed as part
of this Annual Report on Form 10-K.
3. Exhibits
The exhibits listed in the Exhibit Index are filed (or furnished, as
applicable) as part of this Annual Report on Form 10-K.
-21-
GETTY REALTY CORP. INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES COVERED BY REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Items 15(a) 1 & 2
<Table>
<Caption>
REFERENCE
---------------------------
2004 ANNUAL 2004 ANNUAL
REPORT ON REPORT TO
FORM 10-K SHAREHOLDERS
(PAGES) (PAGES)
----------- ------------
Data incorporated by reference from attached 2004 Annual Report to Shareholders
of Getty Realty Corp.
Report of Independent Registered Public Accounting Firm 35
Consolidated Statements of Operations for the years ended December 31, 2004, 21
2003 and 2002
Consolidated Balance Sheets as of December 31, 2004 and 2003 22
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 23
2003 and 2002
Notes to Consolidated Financial Statements 24- 34
Report of Independent Registered Public Accounting Firm-Financial Statement Schedules 23
Schedule II - Valuation and Qualifying Accounts and Reserves for the years 24
ended December 31, 2004, 2003 and 2002
Schedule III - Real Estate and Accumulated Depreciation and Amortization 25-42
</Table>
All other schedules are omitted for the reason that they are either not
required, not applicable, not material or the information is included in the
consolidated financial statements or notes thereto.
The financial statements listed in the above index which are included in
the 2004 Annual Report to Shareholders are hereby incorporated by reference.
-22-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Getty Realty Corp.:
Our audits of the consolidated financial statements, of management's assessment
of the effectiveness of internal control over financial reporting and of the
effectiveness of internal control over financial reporting referred to in
our report dated March 11, 2005 appearing in the 2004 Annual Report to
Shareholders of Getty Realty Corp. (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
/s/ PricewaterhouseCoopers LLP
New York, New York March 11, 2005
-23-
GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE II -- VALUATION and QUALIFYING ACCOUNTS and RESERVES
for the years ended December 31, 2004, 2003 and 2002
(in thousands)
<Table>
<Caption>
BALANCE AT BALANCE
BEGINNING AT END
OF PERIOD ADDITIONS DEDUCTIONS OF PERIOD
---------- --------- ---------- ---------
December 31, 2004:
Allowance for mortgages and
accounts receivable $ 355 $ -- $ 350 $ 5
Allowance for recoveries from
state underground storage
tank funds $ 580 $ 330 $ -- $ 910
December 31, 2003:
Allowance for mortgages and
accounts receivable $ 278 $ 116 $ 39 $ 355
Allowance for recoveries from
state underground storage
tank funds $ 500 $ 80 $ -- $ 580
December 31, 2002:
Allowance for mortgages and
accounts receivable $ 115 $ 227 $ 64 $ 278
Allowance for recoveries from
state underground storage
tank funds $ -- $ 500 $ -- $ 500
</Table>
-24-
GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
for the years ended December 31, 2004, 2003 and 2002
(in thousands)
The summarized changes in real estate assets and accumulated depreciation are as
follows:
<Table>
<Caption>
2004 2003 2002
--------- --------- ---------
Investment in real estate:
Balance at beginning of period $ 318,222 $ 308,054 $ 311,352
Acquisitions 29,812 14,186 2,735
Capital expenditures 756 80 86
Sales and condemnations (1,131) (2,960) (3,287)
Lease terminations (1,069) (1,138) (2,832)
--------- --------- ---------
Balance at end of period $ 346,590 $ 318,222 $ 308,054
========= ========= =========
Accumulated depreciation and amortization:
Balance at beginning of period $ 100,488 $ 93,986 $ 89,242
Depreciation and amortization expense 7,490 8,411 9,016
Sales and condemnations (446) (771) (1,440)
Lease terminations (1,069) (1,138) (2,832)
--------- --------- ---------
Balance at end of period $ 106,463 $ 100,488 $ 93,986
========= ========= =========
</Table>
Three of our owned retail motor fuel and convenience store properties,
indicated by an asterisk(*) in the table below, with a net book value of
approximately $1.9 million as of December 31, 2004 are secured by mortgages with
an aggregate principal balance of approximately $0.5 million at a weighted
average interest rate of 5.7% per annum. No other material mortgages, liens or
encumbrances exist on our properties.
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
BROOKLYN, NY $282,104 $301,052 $176,292 $406,864 $583,156 $320,907 1967
JAMAICA, NY 12,000 295,750 12,000 295,750 307,750 140,622 1970
REGO PARK, NY 33,745 281,380 23,000 292,125 315,125 183,473 1974
BROOKLYN, NY 74,808 125,120 30,694 169,234 199,928 160,759 1967
BRONX, NY 60,000 353,955 60,800 353,155 413,955 220,197 1965
CORONA, NY 114,247 300,172 112,800 301,619 414,419 155,542 1965
</Table>
-25-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
BRONX, NY 124,600 251,284 124,600 251,284 375,884 204,610 1965
OCEANSIDE, NY 40,378 169,929 40,000 170,307 210,307 118,065 1970
BLUEPOINT, NY 96,163 118,524 96,068 118,619 214,687 103,317 1972
BRENTWOOD, NY 253,058 84,485 125,000 212,543 337,543 173,913 1968
BAY SHORE, NY 47,685 289,972 337,657 337,657 333,187 1969
EAST ISLIP, NY 88,953 53,222 87,337 54,838 142,175 52,990 1972
ALBERTSON, NY 41,023 114,970 40,000 115,993 155,993 112,755 1969
YONKERS, NY 149,005 149,005 149,005 146,504 1970
OSSINING, NY 70,557 83,939 43,357 111,139 154,496 102,137 1977
PELHAM MANOR, NY 127,304 85,087 75,800 136,591 212,391 109,766 1972
VALLEY COTTAGE, NY 63,145 90,284 63,945 89,484 153,429 82,230 1965
BRONX, NY 293,507 293,507 293,507 149,603 1972
YONKERS, NY 132,045 132,045 132,045 98,060 1971
BROOKLYN, NY 365,767 365,767 365,767 254,454 1970
MAHOPAC, NY 35,000 97,700 35,000 97,700 132,700 74,757 1968
POUGHKEEPSIE, NY 16,206 121,597 9,400 128,403 137,803 128,403 1971
POUGHKEEPSIE, NY 32,885 168,354 35,904 165,335 201,239 148,624 1971
CARMEL, NY 20,419 158,943 20,750 158,612 179,362 149,603 1970
KINGSTON, NY 68,341 115,961 44,379 139,923 184,302 133,264 1971
WAPPINGERS FALLS, NY 114,185 159,162 111,785 161,562 273,347 141,106 1971
STONY POINT, NY 59,329 203,448 55,800 206,977 262,777 188,906 1971
KINGSTON, NY 29,010 159,986 12,721 176,275 188,996 158,630 1972
POUGHKEEPSIE, NY 63,030 158,415 26,226 195,219 221,445 192,983 1972
LAGRANGEVILLE, NY 129,133 101,140 64,626 165,647 230,273 160,371 1972
BRONX, NY 128,419 221,197 100,681 248,935 349,616 152,767 1972
RAHWAY, NJ 102,640 65,483 61,566 106,557 168,123 96,364 1972
STATEN ISLAND, NY 40,598 256,262 26,050 270,810 296,860 147,396 1973
BRONX, NY 141,322 141,909 86,800 196,431 283,231 163,126 1972
NEW YORK, NY 125,923 168,772 78,125 216,570 294,695 200,341 1972
JAMAICA, NY 95,713 59,943 68,400 87,256 155,656 76,940 1972
MIDDLE VILLAGE, NY 130,684 73,741 89,960 114,465 204,425 98,273 1972
LONG ISLAND CITY, NY 90,895 91,386 60,030 122,251 182,281 101,955 1972
BROOKLYN, NY 100,000 254,503 66,890 287,613 354,503 193,047 1972
ROCKAWAY BEACH, NY 110,676 51,519 79,200 82,995 162,195 78,651 1972
BROOKLYN, NY 135,693 91,946 100,035 127,604 227,639 92,017 1972
BROOKLYN, NY 147,795 228,379 103,815 272,359 376,174 194,874 1972
STATEN ISLAND, NY 101,033 371,591 75,650 396,974 472,624 196,696 1972
STATEN ISLAND, NY 25,000 351,829 376,829 376,829 199,246 1972
BRONX, NY 543,833 693,438 473,695 763,576 1,237,271 717,996 1970
BRONX, NY 98,234 54,956 53,234 99,956 153,190 95,595 1975
BRONX, NY 90,176 183,197 40,176 233,197 273,373 172,420 1976
BRONX, NY 82,141 106,173 32,941 155,373 188,314 132,882 1972
BRONX, NY 92,207 120,758 47,207 165,758 212,965 120,805 1972
BRONX, NY 105,176 70,736 40,176 135,736 175,912 104,005 1968
BRONX, NY 45,044 196,956 10,044 231,956 242,000 173,142 1976
BRONX, NY 128,049 315,917 83,849 360,117 443,966 191,492 1972
BRONX, NY 130,396 184,222 90,396 224,222 314,618 173,303 1972
BRONX, NY 118,025 290,298 73,025 335,298 408,323 223,258 1972
BRONX, NY 70,132 322,265 30,132 362,265 392,397 208,808 1972
BRONX, NY 78,168 450,267 65,680 462,755 528,435 258,999 1972
</Table>
-26-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
BRONX, NY 69,150 300,279 34,150 335,279 369,429 188,744 1972
YONKERS, NY 291,348 170,478 216,348 245,478 461,826 193,734 1972
SLEEPY HOLLOW, NY 280,825 102,486 129,744 253,567 383,311 236,103 1969
OLD BRIDGE, NJ 85,617 109,980 56,190 139,407 195,597 131,375 1972
BREWSTER, NY 117,603 78,076 72,403 123,276 195,679 107,104 1972
FLUSHING, NY 118,309 280,435 78,309 320,435 398,744 169,218 1973
VALLEY COTTAGE, NY 68,997 87,862 69,797 87,062 156,859 74,603 1972
BRONX, NY 278,517 278,517 278,517 161,045 1976
STATEN ISLAND, NY 173,667 133,198 113,369 193,496 306,865 156,550 1976
BRIARCLIFF MANOR, NY(*) 652,213 103,753 501,687 254,279 755,966 180,430 1976
BRONX, NY 62,554 84,672 44,290 102,936 147,226 88,928 1976
BRONX, NY 84,268 81,701 56,285 109,684 165,969 87,937 1976
BRONX, NY 95,328 102,639 73,750 124,217 197,967 104,266 1976
BRONX, NY 88,865 193,679 63,315 219,229 282,544 206,793 1976
BROOKLYN, NY 89,338 44,937 60,725 73,550 134,275 64,645 1976
NEW YORK, NY 106,363 103,035 79,275 130,123 209,398 115,562 1976
NEW YORK, NY 85,037 76,357 58,286 103,108 161,394 90,064 1976
NEW YORK, NY 146,159 407,286 43,461 509,984 553,445 298,166 1976
GLENDALE, NY 124,438 287,907 86,160 326,185 412,345 216,131 1976
OZONE PARK, NY 57,289 331,799 44,715 344,373 389,088 229,373 1976
LONG ISLAND CITY, NY 106,592 151,819 73,260 185,151 258,411 126,202 1976
RIDGE, NY 276,942 73,821 200,000 150,763 350,763 95,227 1977
SMITHTOWN, NY 88,569 50,182 51,098 87,653 138,751 82,419 1977
LAKE RONKONKOMA, NY 176,622 176,622 176,622 152,998 1977
KEYPORT, NJ 62,702 92,856 38,452 117,106 155,558 114,095 1977
NEW CITY, NY 180,979 100,597 109,025 172,551 281,576 165,840 1978
W. HAVERSTRAW, NY 194,181 38,141 140,000 92,322 232,322 69,596 1978
PIERMONT, NY 151,125 31,470 90,675 91,920 182,595 91,920 1978
STATEN ISLAND, NY 301,713 301,713 301,713 141,501 1978
BROOKLYN, NY 61,699 79,175 36,527 104,347 140,874 74,635 1978
BROOKLYN, NY 74,928 250,382 44,957 280,353 325,310 152,260 1978
WEST ISLIP, NY 87,103 84,057 44,957 126,203 171,160 121,200 1978
RONKONKOMA, NY 76,478 208,121 46,057 238,542 284,599 225,100 1978
STONY BROOK, NY 175,921 44,529 105,000 115,450 220,450 108,677 1978
MILLER PLACE, NY 110,000 103,160 66,000 147,160 213,160 133,125 1978
LAKE RONKONKOMA, NY 87,097 156,576 51,000 192,673 243,673 179,464 1978
E. PATCHOGUE, NY 57,049 210,390 34,213 233,226 267,439 224,515 1978
AMITYVILLE, NY 70,246 139,953 42,148 168,051 210,199 168,051 1978
BETHPAGE, NY 210,990 38,356 126,000 123,346 249,346 120,315 1978
HUNTINGTON STATION, NY 140,735 52,045 84,000 108,780 192,780 103,514 1978
BALDWIN, NY 101,952 106,328 61,552 146,728 208,280 96,184 1978
ELMONT, NY 388,848 114,933 231,000 272,781 503,781 217,743 1978
EDISON, NJ 60,000 73,798 36,750 97,048 133,798 95,528 1978
NORTH BABYLON, NY 91,888 117,066 59,059 149,895 208,954 136,415 1978
CENTRAL ISLIP, NY 103,183 151,449 61,435 193,197 254,632 192,659 1978
WHITE PLAINS, NY 120,393 67,315 187,708 187,708 166,458 1979
WOODSIDE, NY 152,740 152,740 152,740 85,472 1978
OZONE PARK, NY 217,234 217,234 217,234 111,278 1978
BRONX, NY 145,753 145,753 145,753 119,223 1979
STATEN ISLAND, NY 222,525 222,525 222,525 106,511 1981
</Table>
-27-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
BROOKLYN, NY 116,328 232,254 75,000 273,582 348,582 138,081 1980
LONG ISLAND CITY, NY 191,420 390,783 116,554 465,649 582,203 239,513 1981
BAY SHORE, NY 156,382 123,032 85,854 193,560 279,414 175,949 1981
N. WHITE PLAINS, NY 154,131 154,131 154,131 108,402 1983
BRIDGEPORT, CT 58,956 106,709 24,000 141,665 165,665 126,545 1982
BRISTOL, CT 108,808 81,684 44,000 146,492 190,492 135,503 1982
CROMWELL, CT 70,017 183,119 24,000 229,136 253,136 228,347 1982
EAST HARTFORD, CT 208,004 60,493 84,000 184,497 268,497 182,251 1982
FRANKLIN, CT 50,904 168,470 20,232 199,142 219,374 195,715 1982
MANCHESTER, CT 65,590 156,628 64,750 157,468 222,218 155,595 1982
MERIDEN, CT 207,873 39,829 84,000 163,702 247,702 160,272 1982
NEW MILFORD, CT 113,947 121,174 235,121 235,121 225,967 1982
NORTH HAVEN, CT 89,792 57,972 147,764 147,764 141,905 1982
NORWALK, CT 257,308 128,940 104,000 282,248 386,248 277,177 1982
NORWICH, CT 107,632 50,507 44,000 114,139 158,139 113,149 1982
WAUREGAN, CT 84,605 85,768 34,000 136,373 170,373 135,299 1982
SOUTHINGTON, CT 115,750 158,561 70,750 203,561 274,311 201,848 1982
SOUTH WINDSOR, CT 82,308 75,784 34,000 124,092 158,092 119,191 1982
STAFFORD SPRINGS, CT 85,456 63,485 34,000 114,941 148,941 111,407 1982
TERRYVILLE, CT 182,308 98,911 74,000 207,219 281,219 206,795 1982
TOLLAND, CT 107,902 100,178 44,000 164,080 208,080 154,452 1982
WATERBURY, CT 107,308 57,267 44,000 120,575 164,575 118,440 1982
WATERFORD, CT 76,981 133,059 210,040 210,040 188,108 1982
WEST HAVEN, CT 185,138 48,619 74,000 159,757 233,757 155,578 1982
WOODBRIDGE, CT 87,612 196,264 283,876 283,876 265,863 1982
AGAWAM, MA 65,000 120,665 185,665 185,665 178,025 1982
GRANBY, MA 58,804 232,477 24,000 267,281 291,281 152,633 1982
GREAT BARRINGTON, MA 30,000 124,074 6,000 148,074 154,074 128,254 1982
HADLEY, MA 123,196 68,748 40,000 151,944 191,944 142,602 1982
NORTH ADAMS, MA 97,301 54,567 49,777 102,091 151,868 87,147 1982
NORTH ADAMS, MA 97,126 57,922 40,000 115,048 155,048 109,046 1982
PITTSFIELD, MA 97,153 87,874 40,000 145,027 185,027 141,519 1982
PITTSFIELD, MA 123,167 118,273 50,000 191,440 241,440 184,008 1982
SOUTH HADLEY, MA 232,445 54,351 90,000 196,796 286,796 185,914 1982
SPRINGFIELD, MA 139,373 239,713 50,000 329,086 379,086 193,729 1983
SPRINGFIELD, MA 239,087 239,087 239,087 140,918 1984
SPRINGFIELD, MA 121,667 12,240 50,000 83,907 133,907 81,747 1982
SPRINGFIELD, MA 122,787 105,706 50,000 178,493 228,493 173,595 1982
WESTFIELD, MA 123,323 96,093 50,000 169,416 219,416 162,867 1982
OSSINING, NY 140,992 104,761 97,527 148,226 245,753 133,869 1982
FREEHOLD, NJ 494,275 68,507 402,834 159,948 562,782 71,410 1978
HOWELL, NJ 9,750 174,857 184,607 184,607 183,147 1978
LAKEWOOD, NJ 135,000 77,265 75,000 137,265 212,265 122,641 1978
NORTH PLAINFIELD, NJ 227,190 239,709 175,000 291,899 466,899 268,074 1978
SOUTH AMBOY, NJ 299,678 94,088 178,950 214,816 393,766 211,156 1978
ANDOVER, NJ 81,368 83,049 37,997 126,420 164,417 121,396 1982
GLEN HEAD, NY 234,395 192,295 102,645 324,045 426,690 322,613 1982
NEW ROCHELLE, NY 188,932 34,649 103,932 119,649 223,581 116,560 1982
ELMONT, NY 108,348 85,793 64,290 129,851 194,141 79,233 1982
TORRINGTON, CT 96,842 46,156 65,000 77,998 142,998 60,203 1982
</Table>
-28-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
NORTH BRANFORD, CT 130,057 23,436 83,088 70,405 153,493 69,168 1982
MERIDEN, CT 126,188 106,805 72,344 160,649 232,993 136,750 1982
PLAINVILLE, CT 80,000 290,433 370,433 370,433 264,079 1983
FRANKLIN SQUARE, NY 152,572 121,756 137,315 137,013 274,328 75,404 1978
SEAFORD, NY 32,000 157,665 189,665 189,665 136,388 1978
BROOKLYN, NY 276,831 376,706 168,423 485,114 653,537 274,193 1978
NEW HAVEN, CT 1,469,710 56,420 955,320 570,810 1,526,130 199,778 1985
BRISTOL, CT 359,906 359,906 359,906 5,999 2004
BRISTOL, CT 1,594,129 1,036,184 557,945 1,594,129 3,720 2004
BRISTOL, CT 297,389 193,303 104,086 297,389 694 2004
BRISTOL, CT 365,028 237,268 127,760 365,028 852 2004
COBALT, CT 395,683 395,683 395,683 6,595 2004
DURHAM, CT 993,909 993,909 993,909 16,565 2004
ELLINGTON, CT 1,294,889 841,678 453,211 1,294,889 3,021 2004
ENFIELD, CT 259,881 259,881 259,881 5,096 2004
FARMINGTON, CT 466,271 303,076 163,195 466,271 1,088 2004
HARTFORD, CT 664,966 432,228 232,738 664,966 1,552 2004
HARTFORD, CT 570,898 371,084 199,814 570,898 1,332 2004
MERIDEN, CT 1,531,772 989,165 542,607 1,531,772 3,717 2004
MIDDLETOWN, CT 1,038,592 675,085 363,507 1,038,592 2,423 2004
NEW BRITAIN, CT 390,497 253,823 136,674 390,497 911 2004
NEWINGTON, CT 953,512 619,783 333,729 953,512 2,225 2004
NORTH HAVEN, CT 405,389 251,985 153,404 405,389 1,299 2004
PLAINVILLE, CT 544,503 353,927 190,576 544,503 1,271 2004
PLYMOUTH, CT 930,885 605,075 325,810 930,885 2,172 2004
SOUTH WINDHAM, CT 644,141 418,692 225,449 644,141 1,503 2004
SOUTH WINDSOR, CT 544,857 336,737 208,120 544,857 2,202 2004
SUFFIELD, CT 237,401 237,401 237,401 5,652 2004
VERNON, CT 1,434,223 1,434,223 1,434,223 23,904 2004
WALLINGFORD, CT 550,553 334,901 215,652 550,553 1,791 2004
WALLINGFORD, CT 310,314 310,314 310,314 5,172 2004
WATERBURY, CT 804,040 516,387 287,653 804,040 2,100 2004
WATERBURY, CT 515,172 334,862 180,310 515,172 1,202 2004
WATERBURY, CT 468,469 304,505 163,964 468,469 1,093 2004
WATERTOWN, CT 924,586 566,986 357,600 924,586 3,778 2004
WETHERSFIELD, CT 446,610 446,610 446,610 7,444 2004
WEST HAVEN, CT 1,214,831 789,640 425,191 1,214,831 2,835 2004
WESTBROOK, CT 344,881 344,881 344,881 5,748 2004
WILLIMANTIC, CT 716,782 465,908 250,874 716,782 1,673 2004
WINDSOR, CT 1,042,081 669,804 372,277 1,042,081 6,205 2004
WINDSOR LOCKS, CT 1,433,330 1,433,330 1,433,330 23,889 2004
WINDSOR LOCKS, CT 360,664 360,664 360,664 2,405 2004
BLOOMFIELD, CT 141,452 54,786 90,000 106,238 196,238 82,820 1986
SIMSBURY, CT 317,704 144,637 206,700 255,641 462,341 137,296 1985
RIDGEFIELD, CT 535,140 33,590 347,900 220,830 568,730 79,104 1985
BRIDGEPORT, CT 349,500 56,209 227,600 178,109 405,709 82,372 1985
NORWALK, CT 510,760 209,820 332,200 388,380 720,580 160,969 1985
BRIDGEPORT, CT 313,400 20,303 204,100 129,603 333,703 46,935 1985
STAMFORD, CT 506,860 15,635 329,700 192,795 522,495 61,537 1985
BRIDGEPORT, CT 245,100 20,652 159,600 106,152 265,752 41,189 1985
</Table>
-29-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
BRIDGEPORT, CT 313,400 24,314 204,100 133,614 337,714 48,739 1985
BRIDGEPORT, CT 377,600 83,549 245,900 215,249 461,149 118,479 1985
BRIDGEPORT, CT 526,775 63,505 342,700 247,580 590,280 108,340 1985
BRIDGEPORT, CT 338,415 27,786 219,800 146,401 366,201 55,666 1985
NEW HAVEN, CT 538,400 176,230 350,600 364,030 714,630 226,712 1985
DARIEN, CT 667,180 26,061 434,300 258,941 693,241 86,376 1985
WESTPORT, CT 603,260 23,070 392,500 233,830 626,330 74,542 1985
STAMFORD, CT 603,260 112,305 392,500 323,065 715,565 162,786 1985
STAMFORD, CT 506,580 40,429 329,700 217,309 547,009 82,581 1985
GUILFORD, CT 147,071 28,486 30,000 145,557 175,557 72,676 1993
STRATFORD, CT 301,300 70,735 196,200 175,835 372,035 86,075 1985
STRATFORD, CT 285,200 14,728 185,700 114,228 299,928 39,528 1985
CHESHIRE, CT 490,200 19,050 319,200 190,050 509,250 64,916 1985
MILFORD, CT 293,512 43,846 191,000 146,358 337,358 66,536 1985
FAIRFIELD, CT 430,000 13,631 280,000 163,631 443,631 51,171 1985
MANCHESTER, CT 110,441 27,535 50,441 87,535 137,976 79,312 1987
HARTFORD, CT 233,000 32,563 151,700 113,863 265,563 49,215 1985
NEW HAVEN, CT 217,000 23,889 141,300 99,589 240,889 41,944 1985
RIDGEFIELD, CT 401,630 47,610 166,861 282,379 449,240 245,426 1985
BRIDGEPORT, CT 346,442 16,990 230,000 133,432 363,432 106,256 1985
WILTON, CT 518,881 71,425 337,500 252,806 590,306 108,509 1985
MIDDLETOWN, CT 133,022 86,915 131,312 88,625 219,937 87,236 1987
NEW BRITAIN, CT 130,560 130,560 130,560 122,928 1989
EAST HARTFORD, CT 555,826 13,797 301,322 268,301 569,623 25,941 1991
WATERTOWN, CT 351,771 58,812 204,027 206,556 410,583 78,334 1992
AVON, CT 730,886 402,949 327,937 730,886 37,164 2002
WILMINGTON, DE 309,300 67,834 201,400 175,734 377,134 78,385 1985
ST. GEORGES, DE 498,200 222,596 324,725 396,071 720,796 224,101 1985
WILMINGTON, DE 313,400 103,748 204,100 213,048 417,148 106,625 1985
WILMINGTON, DE 242,800 32,615 158,100 117,315 275,415 56,050 1985
WILMINGTON, DE 381,700 156,704 248,600 289,804 538,404 124,973 1985
CLAYMONT, DE 237,200 30,878 151,700 116,378 268,078 54,490 1985
NEWARK, DE 578,600 166,781 376,800 368,581 745,381 173,951 1985
NEWARK, DE 405,800 35,844 264,300 177,344 441,644 70,517 1985
WILMINGTON, DE 369,600 38,077 240,700 166,977 407,677 70,805 1985
WILMINGTON, DE 446,000 33,323 290,400 188,923 479,323 72,494 1985
WILMINGTON, DE 337,500 21,971 219,800 139,671 359,471 52,118 1985
DOVER, DE 263,508 263,508 263,508 177,241 1995
SOUTH PORTLAND, ME 176,700 6,938 115,100 68,538 183,638 21,903 1985
LEWISTON, ME 341,900 89,500 222,400 209,000 431,400 118,866 1985
PORTLAND, ME 325,400 42,652 211,900 156,152 368,052 55,364 1985
BIDDEFORD, ME 723,100 8,009 470,900 260,209 731,109 76,973 1985
AUBURN, ME 93,078 59,561 55,431 97,208 152,639 85,519 1986
PORTLAND, ME 118,703 29,640 80,598 67,745 148,343 65,780 1986
SACO, ME 204,006 37,173 150,694 90,485 241,179 88,807 1986
SANFORD, ME 265,523 9,178 201,316 73,385 274,701 72,832 1986
WESTBROOK, ME 93,345 193,654 50,431 236,568 286,999 152,553 1986
WISCASSET, ME 156,587 33,455 90,837 99,205 190,042 96,100 1986
AUBURN, ME 105,908 77,928 105,908 77,928 183,836 76,380 1986
SOUTH PORTLAND, ME 180,689 84,980 110,689 154,980 265,669 153,285 1986
</Table>
-30-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
LEWISTON, ME 180,338 62,629 101,338 141,629 242,967 137,584 1986
N. WINDHAM, ME 161,365 53,923 86,365 128,923 215,288 127,873 1986
BALTIMORE, MD 474,100 176,067 308,700 341,467 650,167 132,063 1985
FULLERTON HTS, MD 124,500 19,575 81,100 62,975 144,075 29,879 1985
RANDALLSTOWN, MD 590,600 33,594 384,600 239,594 624,194 89,533 1985
EMMITSBURG, MD 146,949 73,613 101,949 118,613 220,562 117,183 1986
MILFORD, MA 214,331 214,331 214,331 115,338 1985
AGAWAM, MA 209,555 63,621 136,000 137,176 273,176 78,291 1985
S. WEYMOUTH, MA 562,500 44,893 366,300 241,093 607,393 89,734 1985
WESTFIELD, MA 289,580 38,615 188,400 139,795 328,195 64,626 1985
WEST ROXBURY, MA 490,200 23,134 319,200 194,134 513,334 62,218 1985
MAYNARD, MA 735,200 12,714 478,800 269,114 747,914 79,944 1985
GARDNER, MA 1,008,400 73,740 656,700 425,440 1,082,140 147,057 1985
STOUGHTON, MA 775,300 34,554 504,900 304,954 809,854 101,535 1985
ARLINGTON, MA 518,300 27,906 337,500 208,706 546,206 74,180 1985
METHUEN, MA 379,664 64,941 245,900 198,705 444,605 95,102 1985
BELMONT, MA 301,300 27,938 196,200 133,038 329,238 53,212 1985
RANDOLPH, MA 743,200 25,069 484,000 284,269 768,269 91,853 1985
ROCKLAND, MA 534,300 23,616 347,900 210,016 557,916 72,674 1985
WATERTOWN, MA 357,500 296,588 321,030 333,058 654,088 145,492 1985
READING, MA 261,100 12,829 170,000 103,929 273,929 31,878 1985
WEYMOUTH, MA 643,297 36,516 418,600 261,213 679,813 89,809 1985
DEDHAM, MA 225,824 19,150 125,824 119,150 244,974 115,023 1987
HINGHAM, MA 352,606 22,484 242,520 132,570 375,090 115,635 1989
ASHLAND, MA 606,700 17,424 395,100 229,024 624,124 68,709 1985
WOBURN, MA 507,600 294,303 507,600 294,303 801,903 93,802 1985
BELMONT, MA 389,700 28,871 253,800 164,771 418,571 60,953 1985
HYDE PARK, MA 499,175 29,673 321,800 207,048 528,848 79,046 1985
EVERETT, MA 269,500 190,931 269,500 190,931 460,431 83,778 1985
PITTSFIELD, MA 281,200 51,100 183,100 149,200 332,300 71,356 1985
NORTH ATTLEBORO, MA 662,900 16,549 431,700 247,749 679,449 76,800 1985
WORCESTER, MA 497,642 67,806 321,800 243,648 565,448 116,904 1985
NEW BEDFORD, MA 522,300 18,274 340,100 200,474 540,574 62,801 1985
TAUNTON, MA 180,724 180,724 180,724 88,405 1989
FALL RIVER, MA 859,800 24,423 559,900 324,323 884,223 99,587 1985
WORCESTER, MA 385,600 21,339 251,100 155,839 406,939 55,446 1985
WEBSTER, MA 1,012,400 67,645 659,300 420,745 1,080,045 157,945 1985
CLINTON, MA 586,600 52,725 382,000 257,325 639,325 98,098 1985
FOXBOROUGH, MA 426,593 34,403 325,000 135,996 460,996 100,907 1990
CLINTON, MA 385,600 95,698 251,100 230,198 481,298 126,509 1985
HYANNIS, MA 650,800 42,552 423,800 269,552 693,352 102,808 1985
HOLYOKE, MA 329,500 38,345 214,600 153,245 367,845 63,872 1985
NEWTON, MA 691,000 42,832 450,000 283,832 733,832 95,447 1985
FALMOUTH, MA 519,382 43,841 458,461 104,762 563,223 97,030 1988
METHUEN, MA 490,200 16,282 319,200 187,282 506,482 62,977 1985
ROCKLAND, MA 578,600 185,285 376,800 387,085 763,885 161,561 1985
WILLIAMSTOWN, MA 221,000 54,948 143,900 132,048 275,948 61,948 1985
FAIRHAVEN, MA 725,500 48,828 470,900 303,428 774,328 113,148 1985
BELLINGHAM, MA 734,189 132,725 476,200 390,714 866,914 178,651 1985
NEW BEDFORD, MA 482,275 95,553 293,000 284,828 577,828 158,137 1985
</Table>
-31-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
SEEKONK, MA 1,072,700 29,112 698,500 403,312 1,101,812 122,805 1985
WALPOLE, MA 449,900 20,586 293,000 177,486 470,486 55,656 1985
NORTH ANDOVER, MA 393,700 220,132 256,400 357,432 613,832 151,831 1985
LOWELL, MA 360,949 83,674 200,949 243,674 444,623 240,524 1985
AUBURN, MA 175,048 30,890 125,048 80,890 205,938 79,855 1986
METHUEN, MA 147,330 188,059 50,731 284,658 335,389 198,392 1986
GEORGETOWN, MA 145,712 27,144 100,718 72,138 172,856 68,177 1986
IPSWICH, MA 138,918 46,831 95,718 90,031 185,749 81,498 1986
SALISBURY, MA 119,698 59,615 80,598 98,715 179,313 80,029 1986
BEVERLY, MA 275,000 150,741 175,000 250,741 425,741 178,750 1986
BILLERICA, MA 400,000 135,809 250,000 285,809 535,809 244,059 1986
HAVERHILL, MA 400,000 17,182 225,000 192,182 417,182 190,200 1986
CHATHAM, MA 275,000 197,302 175,000 297,302 472,302 192,661 1986
HARWICH, MA 225,000 12,044 150,000 87,044 237,044 82,173 1986
IPSWICH, MA 275,000 19,161 150,000 144,161 294,161 140,109 1986
LEOMINSTER, MA 200,000 49,592 100,000 149,592 249,592 142,430 1986
LOWELL, MA 375,000 175,969 250,000 300,969 550,969 201,076 1986
METHUEN, MA 300,000 50,861 150,000 200,861 350,861 196,692 1986
ORLEANS, MA 260,000 37,637 185,000 112,637 297,637 102,577 1986
PEABODY, MA 400,000 200,363 275,000 325,363 600,363 242,752 1986
QUINCY, MA 200,000 36,112 125,000 111,112 236,112 104,909 1986
REVERE, MA 250,000 193,854 150,000 293,854 443,854 209,542 1986
SALEM, MA 275,000 25,393 175,000 125,393 300,393 121,543 1986
TEWKSBURY, MA 125,000 90,338 75,000 140,338 215,338 118,278 1986
TWIN MILL, MA 125,000 7,607 50,000 82,607 132,607 80,849 1986
FALMOUTH, MA 150,000 322,942 75,000 397,942 472,942 237,873 1986
WEST YARMOUTH, MA 225,000 33,165 125,000 133,165 258,165 129,843 1986
WESTFORD, MA 275,000 196,493 175,000 296,493 471,493 196,415 1986
WOBURN, MA 350,000 45,681 200,000 195,681 395,681 188,944 1986
YARMOUTHPORT, MA 300,000 26,940 150,000 176,940 326,940 175,775 1986
BRIDGEWATER, MA 190,360 36,762 140,000 87,122 227,122 64,456 1987
STOUGHTON, MA 235,794 235,794 235,794 124,608 1990
WORCESTER, MA 476,102 174,233 309,466 340,869 650,335 99,599 1991
AUBURN, MA 369,306 27,792 240,049 157,049 397,098 28,677 1991
BARRE, MA 535,614 163,028 348,149 350,493 698,642 90,785 1991
WORCESTER, MA 275,866 11,674 179,313 108,227 287,540 16,898 1992
BROCKTON, MA 275,866 194,619 179,313 291,172 470,485 105,955 1991
CLINTON, MA 177,978 29,790 115,686 92,082 207,768 28,157 1992
WORCESTER, MA 167,745 275,852 167,745 275,852 443,597 97,258 1991
DUDLEY, MA 302,563 141,993 196,666 247,890 444,556 60,806 1991
FITCHBURG, MA 311,808 16,384 202,675 125,517 328,192 20,816 1991
FRANKLIN, MA 253,619 18,437 164,852 107,204 272,056 21,777 1988
WORCESTER, MA 342,608 11,101 222,695 131,014 353,709 17,348 1991
HYANNIS, MA 222,472 7,282 144,607 85,147 229,754 12,369 1991
LEOMINSTER, MA 195,776 177,454 127,254 245,976 373,230 94,495 1991
WORCESTER, MA 231,372 157,356 150,392 238,336 388,728 87,579 1991
NORTHBOROUGH, MA 404,900 18,353 263,185 160,068 423,253 22,927 1993
WEST BOYLSTON, MA 311,808 28,937 202,675 138,070 340,745 30,721 1991
WORCESTER, MA 186,877 33,510 121,470 98,917 220,387 30,129 1993
SOUTHBRIDGE, MA 172,279 172,279 172,279 95,847 1991
</Table>
-32-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
SOUTH YARMOUTH, MA 275,866 49,961 179,313 146,514 325,827 39,955 1991
STERLING, MA 476,102 165,998 309,466 332,634 642,100 89,481 1991
SUTTON, MA 714,159 187,355 464,203 437,311 901,514 114,220 1993
WORCESTER, MA 275,866 150,472 179,313 247,025 426,338 84,551 1991
FRAMINGHAM, MA 297,568 203,147 193,419 307,296 500,715 112,862 1992
UPTON, MA 428,498 24,611 278,524 174,585 453,109 31,093 1991
WESTBOROUGH, MA 311,808 205,994 202,675 315,127 517,802 113,062 1991
HARWICHPORT, MA 382,653 173,989 248,724 307,918 556,642 94,977 1991
WORCESTER, MA 547,283 205,733 355,734 397,282 753,016 115,655 1991
WORCESTER, MA 978,880 191,413 636,272 534,021 1,170,293 114,762 1991
FITCHBURG, MA 390,276 216,589 253,679 353,186 606,865 111,909 1992
WORCESTER, MA 146,832 140,589 95,441 191,980 287,421 74,503 1991
LEICESTER, MA 266,968 197,898 173,529 291,337 464,866 95,235 1991
NORTH GRAFTON, MA 244,720 35,136 159,068 120,788 279,856 32,022 1991
SOUTHBRIDGE, MA 249,169 62,205 161,960 149,414 311,374 55,487 1993
OXFORD, MA 293,664 9,098 190,882 111,880 302,762 14,739 1993
WORCESTER, MA 284,765 45,285 185,097 144,953 330,050 45,248 1991
ATHOL, MA 164,629 22,016 107,009 79,636 186,645 20,669 1991
FITCHBURG, MA 142,383 194,291 92,549 244,125 336,674 91,805 1992
WORCESTER, MA 271,417 183,331 176,421 278,327 454,748 97,376 1991
ORANGE, MA 476,102 4,015 309,466 170,651 480,117 13,480 1991
FRAMINGHAM, MA 400,449 22,280 260,294 162,435 422,729 27,095 1991
MILFORD, MA 262,436 262,436 262,436 118,716 1991
UXBRIDGE, MA 128,196 16,239 90,000 54,435 144,435 40,124 1992
AUBURN, MA 167,147 167,147 167,147 69,559 1996
MANCHESTER, NH 249,100 22,857 162,200 109,757 271,957 37,887 1985
MANCHESTER, NH 261,100 36,404 170,000 127,504 297,504 47,187 1985
CONCORD, NH 233,400 68,292 151,700 149,992 301,692 81,744 1985
DERRY, NH(*) 417,988 16,295 157,988 276,295 434,283 264,755 1987
PLAISTOW, NH 300,406 117,924 244,694 173,636 418,330 152,831 1987
SOMERSWORTH, NH 180,800 60,497 117,700 123,597 241,297 49,274 1985
SALEM, NH 743,200 19,847 484,000 279,047 763,047 85,056 1985
LONDONDERRY, NH 703,100 31,092 457,900 276,292 734,192 92,787 1985
ROCHESTER, NH 972,200 12,775 633,100 351,875 984,975 102,231 1985
HAMPTON, NH 193,103 26,449 135,598 83,954 219,552 80,972 1986
MERRIMACK, NH 151,993 205,823 100,598 257,218 357,816 151,492 1986
NASHUA, NH 197,142 219,639 155,837 260,944 416,781 147,349 1986
PELHAM, NH 169,182 53,497 136,077 86,602 222,679 72,512 1986
PEMBROKE, NH 138,492 174,777 100,837 212,432 313,269 116,073 1986
ROCHESTER, NH 179,717 208,103 100,000 287,820 387,820 189,830 1986
ROCHESTER, NH 110,598 43,142 80,598 73,142 153,740 66,621 1986
SEABROOK, NH 134,412 134,412 134,412 61,844 1987
SOMERSWORTH, NH 210,805 15,012 157,520 68,297 225,817 67,030 1986
EXETER, NH 113,285 149,265 65,000 197,550 262,550 160,181 1986
CANDIA, NH 130,000 184,004 80,000 234,004 314,004 219,663 1986
EPPING, NH 170,000 131,403 120,000 181,403 301,403 134,236 1986
EPSOM, NH 220,000 96,022 155,000 161,022 316,022 131,405 1986
EXETER, NH 160,000 44,343 105,000 99,343 204,343 73,280 1986
MILFORD, NH 190,000 41,689 115,000 116,689 231,689 107,311 1986
PORTSMOUTH, NH 235,000 20,257 150,000 105,257 255,257 103,566 1986
</Table>
-33-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
PORTSMOUTH, NH 225,000 228,704 125,000 328,704 453,704 208,469 1986
SALEM, NH 450,000 47,484 350,000 147,484 497,484 132,737 1986
SEABROOK, NH 199,780 19,102 124,780 94,102 218,882 92,327 1986
PELHAM, NH 234,915 234,915 234,915 82,899 1996
MCAFEE, NJ 670,900 15,711 436,900 249,711 686,611 75,755 1985
HAMBURG, NJ 598,600 22,121 389,800 230,921 620,721 75,420 1985
WEST MILFORD, NJ 502,200 31,918 327,000 207,118 534,118 76,858 1985
LIVINGSTON, NJ 871,800 30,003 567,700 334,103 901,803 108,644 1985
TRENTON, NJ 373,600 9,572 243,300 139,872 383,172 42,974 1985
WILLINGBORO, NJ 425,800 29,928 277,300 178,428 455,728 69,855 1985
BAYONNE, NJ 341,500 18,947 222,400 138,047 360,447 47,963 1985
CRANFORD, NJ 342,666 29,222 222,400 149,488 371,888 60,267 1985
TRENTON, NJ 466,100 13,987 303,500 176,587 480,087 56,921 1985
WALL TOWNSHIP, NJ 336,441 55,709 121,441 270,709 392,150 258,327 1986
UNION, NJ 490,200 41,361 319,200 212,361 531,561 79,038 1985
CRANBURY, NJ 606,700 31,467 395,100 243,067 638,167 85,413 1985
HILLSIDE, NJ 225,000 31,552 150,000 106,552 256,552 84,815 1987
SPOTSWOOD, NJ 466,675 69,036 303,500 232,211 535,711 110,203 1985
LONG BRANCH, NJ 514,300 22,951 334,900 202,351 537,251 72,169 1985
ELIZABETH, NJ 405,800 18,881 264,300 160,381 424,681 54,536 1985
BELLEVILLE, NJ 397,700 39,410 259,000 178,110 437,110 71,591 1985
NEPTUNE CITY, NJ 269,600 175,600 94,000 269,600 26,008 1985
BASKING RIDGE, NJ 362,172 32,960 200,000 195,132 395,132 86,814 1986
DEPTFORD, NJ 281,200 24,745 183,100 122,845 305,945 48,529 1985
CHERRY HILL, NJ 357,500 13,879 232,800 138,579 371,379 46,414 1985
SEWELL, NJ 551,912 48,485 355,712 244,685 600,397 89,696 1985
FLEMINGTON, NJ 546,742 17,494 346,342 217,894 564,236 67,973 1985
WILLIAMSTOWN, NJ 156,879 7,776 130,000 34,655 164,655 31,949 1988
BLACKWOOD, NJ 401,700 36,736 261,600 176,836 438,436 73,171 1985
TRENTON, NJ 684,650 33,275 444,800 273,125 717,925 97,679 1985
LODI, NJ 133,637 133,637 133,637 88,283 1988
EAST ORANGE, NJ 421,508 37,977 272,100 187,385 459,485 79,326 1985
FREEHOLD, NJ 240,642 240,642 240,642 125,891 1995
BELMAR, NJ 630,800 22,371 410,800 242,371 653,171 79,959 1985
MOORESTOWN, NJ 470,100 27,064 306,100 191,064 497,164 68,730 1985
SPRING LAKE, NJ 345,500 42,194 225,000 162,694 387,694 63,825 1985
HILLTOP, NJ 329,500 16,758 214,600 131,658 346,258 45,543 1985
CLIFTON, NJ 301,518 6,413 150,000 157,931 307,931 63,618 1987
SEWELL, NJ 405,800 12,338 264,300 153,838 418,138 49,083 1985
FRANKLIN TWP., NJ 683,000 30,257 444,800 268,457 713,257 94,570 1985
FLEMINGTON, NJ 708,160 33,072 460,500 280,732 741,232 90,085 1985
CLEMENTON, NJ 562,500 27,581 366,300 223,781 590,081 79,675 1985
BRADLEY BEACH, NJ 240,642 240,642 240,642 125,891 1995
MT. ROYAL, NJ 141,300 4,978 92,000 54,278 146,278 18,619 1985
ASBURY PARK, NJ 418,966 18,038 272,100 164,904 437,004 58,168 1985
MIDLAND PARK, NJ 201,012 4,080 150,000 55,092 205,092 36,281 1989
PATERSON, NJ 619,548 16,765 402,900 233,413 636,313 74,322 1985
FREEHOLD, NJ 450,300 7,822 293,200 164,922 458,122 49,497 1985
OCEAN CITY, NJ 843,700 113,162 549,400 407,462 956,862 188,411 1985
WHITING, NJ 447,199 3,519 167,090 283,628 450,718 271,751 1989
</Table>
-34-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
HILLSBOROUGH, NJ 237,122 7,729 100,000 144,851 244,851 45,668 1985
PRINCETON, NJ 703,100 40,615 457,900 285,815 743,715 105,037 1985
NEPTUNE, NJ 455,726 39,090 293,000 201,816 494,816 79,287 1985
NEWARK, NJ 3,086,592 164,432 2,005,800 1,245,224 3,251,024 458,934 1985
OAKHURST, NJ 225,608 46,405 100,608 171,405 272,013 162,345 1985
BELLEVILLE, NJ 215,468 38,163 149,237 104,394 253,631 97,933 1986
PINE HILL, NJ 190,568 39,918 115,568 114,918 230,486 106,335 1986
TUCKERTON, NJ 224,387 132,864 131,018 226,233 357,251 215,967 1987
WEST DEPTFORD, NJ 245,450 50,295 151,053 144,692 295,745 136,072 1987
ATCO, NJ 153,159 85,853 131,766 107,246 239,012 105,662 1987
SOMERVILLE, NJ 252,717 254,230 200,500 306,447 506,947 126,701 1987
CINNAMINSON, NJ 326,501 24,931 176,501 174,931 351,432 168,658 1987
RIDGEFIELD PARK, NJ 273,549 150,000 123,549 273,549 57,271 1997
BRICK, NJ 1,507,684 1,000,000 507,684 1,507,684 142,497 2000
LAKE HOPATCONG, NJ 1,305,034 800,000 505,034 1,305,034 174,422 2000
BERGENFIELD, NJ 381,590 36,271 300,000 117,861 417,861 99,184 1990
ORANGE, NJ 281,200 24,573 183,100 122,673 305,773 47,813 1985
BLOOMFIELD, NJ 695,000 21,021 452,600 263,421 716,021 87,329 1985
IRVINGTON, NJ 271,200 79,011 176,600 173,611 350,211 93,660 1985
UNION, NJ 441,900 36,198 287,800 190,298 478,098 190,298 1985
SCOTCH PLAINS, NJ 331,063 14,455 214,600 130,918 345,518 45,016 1985
NUTLEY, NJ 433,800 48,677 282,500 199,977 482,477 83,423 1985
PLAINFIELD, NJ 470,100 29,975 306,100 193,975 500,075 66,973 1985
MOUNTAINSIDE, NJ 664,100 31,620 431,700 264,020 695,720 87,555 1985
IRVINGTON, NJ 104,760 38,446 60,000 83,206 143,206 60,106 1987
WATCHUNG, NJ 449,900 20,339 293,000 177,239 470,239 59,696 1985
GREEN VILLAGE, NJ 277,900 44,471 127,900 194,471 322,371 185,626 1985
IRVINGTON, NJ 409,700 54,841 266,800 197,741 464,541 92,078 1985
JERSEY CITY, NJ 438,000 51,856 285,200 204,656 489,856 83,444 1985
BLOOMFIELD, NJ 441,900 32,951 287,800 187,051 474,851 72,282 1985
DOVER, NJ 606,700 30,153 395,100 241,753 636,853 82,024 1985
PARLIN, NJ 441,900 29,075 287,800 183,175 470,975 69,317 1985
UNION CITY, NJ 799,500 3,440 520,600 282,340 802,940 80,603 1985
COLONIA, NJ 253,100 3,395 164,800 91,695 256,495 27,826 1985
NORTH BERGEN, NJ 629,527 81,006 409,527 301,006 710,533 128,656 1985
WAYNE, NJ 490,200 21,766 319,200 192,766 511,966 65,281 1985
HASBROUCK HEIGHTS, NJ 639,648 19,648 416,000 243,296 659,296 76,287 1985
COLONIA, NJ 952,200 74,451 620,100 406,551 1,026,651 153,515 1985
OLD BRIDGE, NJ 319,521 24,445 204,621 139,345 343,966 53,915 1985
RIDGEWOOD, NJ 703,100 36,959 457,900 282,159 740,059 95,671 1985
HAWTHORNE, NJ 245,100 10,967 159,600 96,467 256,067 33,626 1985
WAYNE, NJ 474,100 42,926 308,700 208,326 517,026 86,954 1985
WASHINGTON TOWN, NJ 912,000 21,261 593,900 339,361 933,261 105,139 1985
PARAMUS, NJ 381,700 42,394 248,600 175,494 424,094 77,484 1985
JERSEY CITY, NJ 401,700 43,808 261,600 183,908 445,508 80,243 1985
FORT LEE, NJ 1,245,500 39,408 811,100 473,808 1,284,908 153,749 1985
EATONTOWN, NJ 117,865 19,446 87,375 49,936 137,311 24,053 1985
MONMOUTH BEACH, NJ 133,500 33,987 100,125 67,362 167,487 35,700 1985
AUDUBON, NJ 421,800 12,949 274,700 160,049 434,749 52,374 1985
TRENTON, NJ 337,500 69,461 219,800 187,161 406,961 99,846 1985
</Table>
-35-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
STRATFORD, NJ 215,597 215,597 215,597 145,017 1995
MAGNOLIA, NJ 329,500 26,488 214,600 141,388 355,988 57,183 1985
BEVERLY, NJ 470,100 24,003 306,100 188,003 494,103 64,681 1985
PISCATAWAY, NJ 269,200 28,232 175,300 122,132 297,432 49,852 1985
WEST ORANGE, NJ 799,500 34,733 520,600 313,633 834,233 110,712 1985
ROCKVILLE CENTRE, NY 350,325 315,779 201,400 464,704 666,104 266,404 1985
GLENDALE, NY 368,625 159,763 235,500 292,888 528,388 120,891 1985
BELLAIRE, NY 329,500 73,358 214,600 188,258 402,858 80,906 1985
BROOKLYN, NY 178,082 178,082 178,082 85,507 1987
BAYSIDE, NY 245,100 202,833 159,600 288,333 447,933 125,118 1985
YONKERS, NY 153,184 67,266 76,592 143,858 220,450 57,856 1987
DOBBS FERRY, NY 670,575 33,706 434,300 269,981 704,281 93,625 1985
NORTH MERRICK, NY 510,350 141,506 332,200 319,656 651,856 131,487 1985
GREAT NECK, NY 500,000 24,468 450,000 74,468 524,468 69,313 1985
GLEN HEAD, NY 462,468 45,355 300,900 206,923 507,823 88,077 1985
GARDEN CITY, NY 361,600 33,774 235,500 159,874 395,374 62,306 1985
HEWLETT, NY 490,200 85,618 319,200 256,618 575,818 81,156 1985
EAST HILLS, NY 241,613 21,070 241,613 21,070 262,683 18,342 1986
YONKERS, NY 111,300 80,000 65,000 126,300 191,300 92,208 1988
HEMPSTEAD, NY 396,200 258,000 138,200 396,200 38,236 1985
LEVITTOWN, NY 502,757 42,113 327,000 217,870 544,870 85,709 1985
LEVITTOWN, NY 546,400 113,057 355,800 303,657 659,457 116,254 1985
ST. ALBANS, NY 329,500 87,250 214,600 202,150 416,750 95,513 1985
RIDGEWOOD, NY 278,372 38,578 277,606 39,344 316,950 16,796 1986
BROOKLYN, NY 626,700 282,677 408,100 501,277 909,377 238,236 1985
BROOKLYN, NY 476,816 272,765 306,100 443,481 749,581 199,001 1985
SYOSSET, NY 139,686 37,407 65,982 111,111 177,093 100,847 1986
SEAFORD, NY 325,400 83,257 211,900 196,757 408,657 63,548 1985
BAYSIDE, NY 470,100 246,576 306,100 410,576 716,676 161,145 1985
BAY SHORE, NY 188,900 26,286 123,000 92,186 215,186 40,303 1985
ELMONT, NY 389,700 90,633 253,800 226,533 480,333 76,156 1985
WHITE PLAINS, NY 258,600 60,120 164,800 153,920 318,720 69,931 1985
SCARSDALE, NY 257,100 102,632 167,400 192,332 359,732 94,038 1985
EASTCHESTER, NY 614,700 34,500 400,300 248,900 649,200 89,306 1985
NEW ROCHELLE, NY 337,500 51,741 219,800 169,441 389,241 68,984 1985
BROOKLYN, NY 421,800 270,436 274,700 417,536 692,236 187,987 1985
COMMACK, NY 321,400 25,659 209,300 137,759 347,059 53,818 1985
SAG HARBOR, NY 703,600 36,012 458,200 281,412 739,612 101,704 1985
EAST HAMPTON, NY 663,100 39,313 431,800 270,613 702,413 92,315 1985
MASTIC, NY 313,400 110,180 204,100 219,480 423,580 140,075 1985
BRONX, NY 390,200 329,357 251,100 468,457 719,557 198,019 1985
YONKERS, NY 1,020,400 61,875 664,500 417,775 1,082,275 146,706 1985
GLENVILLE, NY 343,723 98,299 219,800 222,222 442,022 113,304 1985
YONKERS, NY 202,826 42,877 144,000 101,703 245,703 63,035 1986
MINEOLA, NY 341,500 34,411 222,400 153,511 375,911 63,729 1985
NEW YORK, NY 164,351 164,351 164,351 84,604 1989
ALBANY, NY 404,888 104,378 261,600 247,666 509,266 138,446 1985
LONG ISLAND CITY, NY 1,646,307 259,443 1,071,500 834,250 1,905,750 383,805 1985
ALBANY, NY 142,312 36,831 91,600 87,543 179,143 49,675 1985
RENSSELAER, NY 1,653,500 514,444 1,076,800 1,091,144 2,167,944 672,865 1985
</Table>
-36-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
RENSSELAER, NY 683,781 286,504 397,277 683,781 1,783 2004
PORT JEFFERSON, NY 400,725 63,743 259,000 205,468 464,468 98,311 1985
ROTTERDAM, NY 140,600 100,399 91,600 149,399 240,999 98,025 1985
OSSINING, NY 231,100 44,049 149,200 125,949 275,149 58,095 1985
ELLENVILLE, NY 233,000 53,690 151,700 134,990 286,690 67,095 1985
CHATHAM, NY 349,133 131,805 225,000 255,938 480,938 144,684 1985
HYDE PARK, NY 253,100 12,015 164,800 100,315 265,115 35,214 1985
SHRUB OAK, NY 1,060,700 81,807 690,700 451,807 1,142,507 166,354 1985
NEW YORK, NY 229,435 229,435 229,435 136,976 1985
BROOKLYN, NY 237,100 125,067 154,400 207,767 362,167 82,954 1985
STATEN ISLAND, NY 301,300 288,603 196,200 393,703 589,903 178,043 1985
STATEN ISLAND, NY 357,904 39,588 230,300 167,192 397,492 71,941 1985
STATEN ISLAND, NY 349,500 176,590 227,600 298,490 526,090 132,211 1985
BRONX, NY 93,817 120,396 67,200 147,013 214,213 98,859 1985
BRONX, NY 104,130 360,410 90,000 374,540 464,540 222,225 1985
OZONE PARK, NY 193,968 193,968 193,968 86,542 1986
MT. VERNON, NY 117,440 37,529 72,440 82,529 154,969 74,645 1985
PELHAM MANOR, NY 136,791 78,987 75,000 140,778 215,778 117,970 1985
FREEPORT, NY 119,745 30,930 65,000 85,675 150,675 72,531 1986
EAST MEADOW, NY 425,000 86,005 325,000 186,005 511,005 107,566 1986
E. ELMHURST, NY 134,284 134,284 134,284 62,460 1986
STATEN ISLAND, NY 389,700 88,922 253,800 224,822 478,622 113,303 1985
MERRICK, NY 477,498 77,925 240,764 314,659 555,423 86,353 1987
WANTAGH, NY 180,017 180,017 180,017 130,309 1988
MASSAPEQUA, NY 333,400 53,696 217,100 169,996 387,096 80,488 1985
UNIONDALE, NY 252,000 36,867 164,100 124,767 288,867 54,252 1985
TROY, NY 225,000 60,569 146,500 139,069 285,569 63,862 1985
BALDWIN, NY 290,923 5,007 151,280 144,650 295,930 24,563 1986
NEW YORK, NY 605,891 605,891 605,891 290,321 1986
MIDDLETOWN, NY 751,200 166,411 489,200 428,411 917,611 145,188 1985
OCEANSIDE, NY 313,400 88,863 204,100 198,163 402,263 63,738 1985
WANTAGH, NY 261,814 85,758 175,000 172,572 347,572 87,753 1985
NORTHPORT, NY 241,100 33,036 157,000 117,136 274,136 54,309 1985
BRONX, NY 130,597 130,597 130,597 85,132 1985
SCHENECTADY, NY 143,698 143,698 143,698 122,155 1987
BALLSTON, NY 160,000 134,021 110,000 184,021 294,021 177,488 1986
BALLSTON SPA, NY 210,000 105,073 100,000 215,073 315,073 205,804 1986
COLONIE, NY 245,150 28,322 120,150 153,322 273,472 146,126 1986
DELMAR, NY 150,000 42,478 70,000 122,478 192,478 114,473 1986
ELLENVILLE, NY 170,000 72,869 70,000 172,869 242,869 143,696 1986
FORT EDWARD, NY 225,000 65,739 150,000 140,739 290,739 132,098 1986
FT. PLAIN, NY 122,008 43,370 72,008 93,370 165,378 72,243 1986
QUEENSBURY, NY 225,000 105,592 165,000 165,592 330,592 154,854 1986
GLOVERSVILLE, NY 200,000 52,696 100,000 152,696 252,696 145,468 1986
HALFMOON, NY 415,000 205,598 228,100 392,498 620,598 361,584 1986
GREEN ISLAND, NY 50,000 94,827 50,000 94,827 144,827 74,197 1986
HANCOCK, NY 100,000 109,470 50,000 159,470 209,470 146,873 1986
HYDE PARK, NY 300,000 59,198 175,000 184,198 359,198 162,680 1986
LATHAM, NY 275,000 68,160 150,000 193,160 343,160 171,431 1986
MALTA, NY 190,000 91,726 65,000 216,726 281,726 200,834 1986
</Table>
-37-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
MELROSE, NY 105,000 69,624 55,000 119,624 174,624 102,009 1986
MILLERTON, NY 175,000 123,063 100,000 198,063 298,063 164,568 1986
NEW WINDSOR, NY 150,000 94,791 75,000 169,791 244,791 134,329 1986
NISKAYUNA, NY 425,000 35,421 275,000 185,421 460,421 174,842 1986
PLEASANT VALLEY, NY 398,497 115,129 240,000 273,626 513,626 171,274 1986
POUGHKEEPSIE, NY 250,000 82,485 150,000 182,485 332,485 150,847 1986
POUGHKEEPSIE, NY 175,000 175,000 175,000 1986
QUEENSBURY, NY 230,000 65,245 155,000 140,245 295,245 118,079 1986
ROTTERDAM, NY 132,287 166,077 298,364 298,364 195,470 1995
SCHENECTADY, NY 225,000 298,103 150,000 373,103 523,103 354,282 1986
S. GLENS FALLS, NY 325,000 58,892 225,000 158,892 383,892 138,983 1986
TROY, NY 175,000 65,690 75,000 165,690 240,690 140,994 1986
WARRENSBURG, NY 115,000 35,203 75,000 75,203 150,203 66,020 1986
HUDSON FALLS, NY 190,000 55,750 65,000 180,750 245,750 160,898 1986
MECHANICVILLE, NY 133,469 133,469 133,469 111,589 1987
ALBANY, NY 206,620 87,949 81,620 212,949 294,569 197,994 1986
NEWBURGH, NY 430,766 25,850 150,000 306,616 456,616 280,766 1989
JERICHO, NY 330,936 330,936 330,936 120,740 1998
CATSKILL, NY 73,705 74,726 73,704 74,727 148,431 56,652 1989
CATSKILL, NY 321,446 125,000 196,446 321,446 7,798 2004
CATSKILL, NY 305,285 99,076 203,523 200,838 404,361 99,294 1989
GREENVILLE, NY 77,153 105,325 77,152 105,326 182,478 94,575 1989
QUARRYVILLE, NY 35,917 168,199 35,916 168,200 204,116 154,356 1988
MENANDS, NY 150,580 60,563 49,999 161,144 211,143 137,372 1988
HOOSICK FALLS, NY 151,535 151,535 151,535 137,759 1988
BREWSTER, NY 302,564 44,393 142,564 204,393 346,957 194,281 1988
VALATIE, NY 165,590 394,981 90,829 469,742 560,571 338,646 1989
CAIRO, NY 191,928 142,895 46,650 288,173 334,823 257,764 1988
RED HOOK, NY 226,787 226,787 226,787 214,232 1991
WEST TAGHKANIC, NY 202,750 117,540 121,650 198,640 320,290 119,492 1986
RAVENA, NY 199,900 199,900 199,900 186,743 1991
SAYVILLE, NY 528,225 300,000 228,225 528,225 58,578 1998
WANTAGH, NY 640,680 370,200 270,480 640,680 69,421 1998
CENTRAL ISLIP, NY 572,244 357,500 214,744 572,244 55,007 1998
FLUSHING, NY 516,110 320,125 195,985 516,110 50,133 1998
NORTH LINDENHURST, NY 341,530 192,000 149,530 341,530 38,294 1998
WYANDANCH, NY 453,131 279,500 173,631 453,131 44,417 1998
NEW ROCHELLE, NY 415,180 251,875 163,305 415,180 41,584 1998
FLORAL PARK, NY 616,700 356,400 260,300 616,700 66,680 1998
RIVERHEAD, NY 723,346 431,700 291,646 723,346 74,710 1998
AMHERST, NY 223,009 173,451 49,558 223,009 17,176 2000
BUFFALO, NY 312,426 150,888 161,538 312,426 42,212 2000
KENMORE, NY 160,000 110,000 50,000 160,000 10,833 2000
GRAND ISLAND, NY 350,849 247,348 103,501 350,849 32,072 2000
HAMBURG, NY 298,805 168,680 130,125 298,805 28,193 2000
LACKAWANNA, NY 250,030 129,870 120,160 250,030 32,528 2000
LEWISTON, NY 205,000 125,000 80,000 205,000 17,333 2000
TONAWANDA, NY 189,296 147,122 42,174 189,296 9,138 2000
TONAWANDA, NY 304,762 11,493 211,337 104,918 316,255 22,733 2000
WEST SENECA, NY 257,142 184,385 72,757 257,142 15,767 2000
</Table>
-38-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
WILLIAMSVILLE, NY 211,972 176,643 35,329 211,972 7,654 2000
PHILADELPHIA, PA 687,000 25,017 447,400 264,617 712,017 86,970 1985
PHILADELPHIA, PA 237,100 205,495 154,400 288,195 442,595 122,911 1985
ALLENTOWN, PA 357,500 76,385 232,800 201,085 433,885 75,909 1985
NORRISTOWN, PA 241,300 78,419 157,100 162,619 319,719 61,314 1985
BRYN MAWR, PA 221,000 59,832 143,900 136,932 280,832 71,382 1985
CONSHOHOCKEN, PA 261,100 77,885 170,000 168,985 338,985 84,155 1985
PHILADELPHIA, PA 281,200 34,285 183,100 132,385 315,485 56,347 1985
HUNTINGDON VALLEY, PA 421,800 36,439 274,700 183,539 458,239 72,152 1985
FEASTERVILLE, PA 510,200 160,144 332,200 338,144 670,344 167,117 1985
PHILADELPHIA, PA 285,200 65,498 185,700 164,998 350,698 77,311 1985
PHILADELPHIA, PA 289,300 50,010 188,400 150,910 339,310 72,571 1985
PHILADELPHIA, PA 405,800 221,269 264,300 362,769 627,069 192,572 1985
PHILADELPHIA, PA 417,800 210,406 272,100 356,106 628,206 138,690 1985
PHILADELPHIA, PA 369,600 276,720 240,700 405,620 646,320 197,336 1985
HATBORO, PA 285,200 61,979 185,700 161,479 347,179 83,005 1985
HAVERTOWN, PA 402,000 22,660 253,800 170,860 424,660 71,089 1985
MEDIA, PA 326,195 24,082 191,000 159,277 350,277 83,376 1985
PHILADELPHIA, PA 389,700 28,006 253,800 163,906 417,706 63,748 1985
MILMONT PARK, PA 343,093 32,840 222,400 153,533 375,933 64,645 1985
PHILADELPHIA, PA 341,500 224,647 222,400 343,747 566,147 150,896 1985
ALDAN, PA 281,200 45,539 183,100 143,639 326,739 63,631 1985
BRISTOL, PA 430,500 82,981 280,000 233,481 513,481 114,139 1985
TREVOSE, PA 215,214 16,382 150,000 81,596 231,596 53,881 1987
HAVERTOWN, PA 265,200 24,500 172,700 117,000 289,700 44,123 1985
ABINGTON, PA 309,300 43,696 201,400 151,596 352,996 65,478 1985
HATBORO, PA 289,300 61,371 188,400 162,271 350,671 78,700 1985
CLIFTON HGTS., PA 428,201 63,403 256,400 235,204 491,604 129,470 1985
ALDAN, PA 433,800 21,152 282,500 172,452 454,952 59,375 1985
SHARON HILL, PA 411,057 39,574 266,800 183,831 450,631 77,180 1985
MEDIA, PA 474,100 5,055 308,700 170,455 479,155 50,817 1985
ROSLYN, PA 349,500 173,661 227,600 295,561 523,161 181,581 1985
CLIFTON HGTS, PA 213,000 46,824 138,700 121,124 259,824 58,661 1985
PHILADELPHIA, PA 369,600 273,642 240,700 402,542 643,242 228,031 1985
MORRISVILLE, PA 377,600 33,522 245,900 165,222 411,122 66,807 1985
PHILADELPHIA, PA 302,999 220,313 181,497 341,815 523,312 239,501 1985
FAIRLESS HILLS, PA 215,600 16,975 140,400 92,175 232,575 37,781 1985
PHOENIXVILLE, PA 413,800 17,561 269,500 161,861 431,361 55,910 1985
LANGHORNE, PA 122,202 69,328 50,000 141,530 191,530 83,563 1987
POTTSTOWN, PA 430,000 48,854 280,000 198,854 478,854 86,613 1985
BOYERTOWN, PA 233,000 5,373 151,700 86,673 238,373 27,661 1985
QUAKERTOWN, PA 379,111 89,812 243,300 225,623 468,923 108,008 1985
SOUDERTON, PA 381,700 172,170 248,600 305,270 553,870 138,755 1985
LANSDALE, PA 243,844 200,458 243,844 200,458 444,302 90,962 1985
CHALFONT, PA 296,500 12,019 193,100 115,419 308,519 40,416 1985
FURLONG, PA 175,300 151,150 175,300 151,150 326,450 78,696 1985
DOYLESTOWN, PA 405,800 32,659 264,300 174,159 438,459 67,943 1985
RICHBORO, PA 96,789 39,075 55,000 80,864 135,864 48,870 1987
PENNDEL, PA 137,429 31,015 90,000 78,444 168,444 55,673 1988
WEST CHESTER, PA 421,800 21,935 274,700 169,035 443,735 61,135 1985
</Table>
-39-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
NORRISTOWN, PA 175,300 120,786 175,300 120,786 296,086 49,376 1985
TRAPPE, PA 377,600 44,509 245,900 176,209 422,109 78,360 1985
GETTYSBURG, PA 157,602 28,530 67,602 118,530 186,132 115,956 1986
PARADISE, PA 132,295 151,188 102,295 181,188 283,483 103,278 1986
LINWOOD, PA 171,518 22,371 102,968 90,921 193,889 85,961 1987
READING, PA 750,000 49,125 799,125 799,125 751,282 1989
ELKINS PARK, PA 275,171 17,524 200,000 92,695 292,695 80,848 1990
NEW OXFORD, PA 1,044,707 13,500 18,687 1,039,520 1,058,207 530,981 1996
HANOVER, PA 108,435 417,763 108,435 417,763 526,198 406,803 1958
HANOVER, PA 22,526 113,336 27,231 108,631 135,862 99,671 1961
GLEN ROCK, PA 20,442 166,633 20,442 166,633 187,075 129,209 1961
BOILING SPRINGS, PA 14,792 167,641 14,792 167,641 182,433 131,060 1961
NORTH KINGSTOWN, RI 211,835 25,971 89,135 148,671 237,806 142,664 1985
MIDDLETOWN, RI 306,710 16,364 176,710 146,364 323,074 143,923 1987
WARWICK, RI 376,563 39,933 205,889 210,607 416,496 196,779 1989
PROVIDENCE, RI 231,372 191,647 150,392 272,627 423,019 82,098 1991
EAST PROVIDENCE, RI 2,297,435 574,528 1,495,700 1,376,263 2,871,963 363,040 1985
ASHAWAY, RI 618,609 402,096 216,513 618,609 1,444 2004
EAST PROVIDENCE, RI 309,950 49,546 202,050 157,446 359,496 70,914 1985
PAWTUCKET, RI 212,775 161,188 118,860 255,103 373,963 169,308 1986
WARWICK, RI 434,752 24,730 266,800 192,682 459,482 87,983 1985
CRANSTON, RI 466,100 12,576 303,500 175,176 478,676 56,157 1985
PAWTUCKET, RI 237,100 2,990 154,400 85,690 240,090 25,696 1985
BARRINGTON, RI 490,200 213,866 319,200 384,866 704,066 195,155 1985
WARWICK, RI 253,100 34,400 164,800 122,700 287,500 50,970 1985
N. PROVIDENCE, RI 542,400 61,717 353,200 250,917 604,117 110,732 1985
EAST PROVIDENCE, RI 486,675 13,947 316,600 184,022 500,622 58,802 1985
WAKEFIELD, RI 413,800 39,616 269,500 183,916 453,416 64,664 1985
READING, PA 34,620 121,446 10,433 145,633 156,066 95,400 1990
EPHRATA, PA 183,477 96,937 136,809 143,605 280,414 95,451 1990
DAUPHIN, PA 156,076 6,025 134,167 27,934 162,101 23,141 1990
DOUGLASSVILLE, PA 178,488 23,321 154,738 47,071 201,809 39,396 1990
YORK, PA 170,304 390 134,946 35,748 170,694 34,386 1990
GETTYSBURG, PA 170,642 7,230 134,111 43,761 177,872 38,706 1990
POTTSVILLE, PA 162,402 82,769 43,471 201,700 245,171 164,176 1990
POTTSVILLE, PA 451,360 19,361 147,740 322,981 470,721 300,057 1990
LANCASTER, PA 208,677 24,347 78,254 154,770 233,024 154,770 1989
BETHLEHEM, PA 208,677 42,927 130,423 121,181 251,604 112,182 1989
EASTON, PA 113,086 199,385 312,471 312,471 228,690 1989
BETHLEHEM, PA 115,636 97,776 213,412 213,412 175,185 1989
LANCASTER, PA 642,000 17,993 300,000 359,993 659,993 359,993 1989
HAMBURG, PA 219,280 75,745 130,423 164,602 295,025 139,828 1989
READING, PA 182,592 82,812 104,338 161,066 265,404 127,725 1989
MOUNTVILLE, PA 195,635 19,506 78,254 136,887 215,141 136,887 1989
EBENEZER, PA 147,058 88,474 68,804 166,728 235,532 122,433 1989
BETHLEHEM, PA 130,423 88,995 52,169 167,249 219,418 123,185 1989
INTERCOURSE, PA 311,503 81,287 157,801 234,989 392,790 63,502 1989
REINHOLDS, PA 176,520 83,686 82,017 178,189 260,206 117,463 1989
COLUMBIA, PA 225,906 13,206 75,000 164,112 239,112 101,241 1989
OXFORD, PA 191,449 118,321 65,212 244,558 309,770 188,482 1989
</Table>
-40-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
POTTSTOWN, PA 166,236 16,010 71,631 110,615 182,246 70,990 1989
EPHRATA, PA 208,604 52,826 30,000 231,430 261,430 120,229 1989
ROBESONIA, PA 225,913 102,802 70,000 258,715 328,715 164,554 1989
LANCASTER, PA 152,564 25,866 75,000 103,430 178,430 32,769 1998
KENHORST, PA 143,466 94,592 65,212 172,846 238,058 130,529 1989
NEFFSVILLE, PA 234,761 45,637 91,296 189,102 280,398 180,164 1989
LEOLA, PA 262,890 102,007 131,189 233,708 364,897 64,589 1989
EPHRATA, PA 187,843 9,400 65,212 132,031 197,243 130,572 1989
SHREWSBURY, PA 132,993 126,898 52,832 207,059 259,891 147,270 1989
RED LION, PA 221,719 29,788 52,169 199,338 251,507 195,569 1989
READING, PA 129,284 137,863 65,352 201,795 267,147 123,384 1989
ROTHSVILLE, PA 169,550 25,188 52,169 142,569 194,738 142,569 1989
HANOVER, PA 231,028 13,252 70,000 174,280 244,280 114,319 1989
LANCASTER, PA 156,507 19,215 52,169 123,553 175,722 123,553 1989
HARRISBURG, PA 399,016 347,590 198,740 547,866 746,606 279,090 1989
ADAMSTOWN, PA 213,424 108,844 100,000 222,268 322,268 119,263 1989
LANCASTER, PA 308,964 83,443 104,338 288,069 392,407 251,668 1989
NEW HOLLAND, PA 313,015 106,839 143,465 276,389 419,854 226,890 1989
CHRISTIANA, PA 182,593 11,178 65,212 128,559 193,771 128,559 1989
WYOMISSING HILLS, PA 319,320 113,176 76,074 356,422 432,496 299,087 1989
LAURELDALE, PA 262,079 15,550 86,941 190,688 277,629 178,921 1989
REIFFTON, PA 338,250 5,295 43,470 300,075 343,545 291,116 1989
W.READING, PA 790,432 68,726 387,641 471,517 859,158 430,097 1989
ARENDTSVILLE, PA 173,759 101,020 32,603 242,176 274,779 195,192 1989
MOHNTON, PA 317,228 56,374 66,425 307,177 373,602 272,400 1989
CARLISLE, PA 32,621 103,487 136,108 136,108 82,701 1989
MCCONNELLSBURG, PA 155,367 145,616 69,915 231,068 300,983 89,163 1989
BLACKSBURG, VA 23,644 206,308 229,952 229,952 113,810 1990
MARTINSVILLE, VA 33,837 106,699 140,536 140,536 88,903 1990
ROANOKE, VA 30,000 208,498 238,498 238,498 131,526 1990
RICH CREEK, VA 37,509 217,310 254,819 254,819 128,078 1990
ROANOKE, VA 91,281 206,221 297,502 297,502 179,827 1990
SALEM, VA 104,114 36,725 140,839 140,839 128,741 1990
STANLEYTOWN, VA 29,750 130,167 159,917 159,917 91,859 1990
ROANOKE, VA 30,000 142,340 172,340 172,340 108,122 1990
RICHMOND, VA 120,818 167,895 288,713 288,713 198,055 1990
DALEVILLE, VA 36,123 122,998 159,121 159,121 95,144 1990
CHESAPEAKE, VA(*) 1,184,759 25,382 604,983 605,158 1,210,141 38,910 1990
PORTSMOUTH, VA 562,255 17,106 221,610 357,751 579,361 316,831 1990
NORFOLK, VA 534,910 6,050 310,630 230,330 540,960 208,913 1990
PORTSMOUTH, VA 427,720 1,408 150,400 278,728 429,128 278,728 1990
CHESAPEAKE, VA 883,685 26,247 325,508 584,424 909,932 518,697 1990
CHESAPEAKE, VA 1,026,115 7,149 407,026 626,238 1,033,264 563,078 1990
BENNINGTON, VT 309,300 154,480 201,400 262,380 463,780 95,867 1985
JACKSONVILLE, FL 559,514 296,434 263,080 559,514 56,999 2000
JACKSONVILLE, FL 485,514 388,434 97,080 485,514 21,032 2000
JACKSONVILLE, FL 196,764 114,434 82,330 196,764 17,837 2000
JACKSONVILLE, FL 201,477 117,907 83,570 201,477 18,107 2000
JACKSONVILLE, FL 545,314 256,434 288,880 545,314 62,589 2000
ORLANDO, FL 867,515 401,435 466,080 867,515 100,982 2000
</Table>
-41-
<Table>
<Caption>
Initial Cost Cost Gross Amount at Which Carried Date of
of Leasehold Capitalized at Close of Period Accumulated Initial
or Acquisition Subsequent ----------------------------------- Depreciation Leasehold or
Investment to to Initial Building and and Acquisition
Description Company (1) Investment (1) Land Improvements Total (2) Amortization Investment(1)
- ----------- -------------- -------------- -------- ------------ --------- ------------ -------------
MISC. INVESTMENTS 4,121,031 13,079,803 2,092,936 15,106,898 17,199,834 13,693,663
------------- -------------- ------------ ------------- ------------- ------------
$261,493,932 $85,097,218 $156,570,995 $190,019,155 $346,590,150 $106,462,900
============= ============== ============ ============= ============= ============
</Table>
(1) Initial cost of leasehold or acquisition investment to company represents
the aggregate of the cost incurred during the year in which the Company
purchased the property for owned properties or purchased a leasehold interest in
leased properties. Cost capitalized subsequent to initial investment also
includes investments made in previously leased properties prior to their
acquisition.
(2) The aggregate cost for federal income tax purposes was approximately
$253,000,000 at December 31, 2004.
-42
EXHIBIT INDEX
GETTY REALTY CORP.
Annual Report on Form 10-K
for the year ended December 31, 2004
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 Agreement and Plan of Reorganization and Filed as Exhibit 2.1 to Company's
Merger, dated as of December 16, 1997 Registration Statement on Form S-4,
(the "Merger Agreement") by and among filed on January 12, 1998 (File No.
Getty Realty Corp., Power Test Investors 333-44065), included as Appendix A To
Limited Partnership and CLS General the Joint Proxy Statement/Prospectus
Partnership Corp. that is a part thereof, and incorporated
herein by reference.
3.1 Articles of Incorporation of Getty Filed as Exhibit 3.1 to Company's
Realty Holding Corp. ("Holdings"), now Registration Statement on Form S-4,
known as Getty Realty Corp., filed filed on January 12, 1998 (File No.
December 23, 1997. 333-44065), included as Appendix D. to
the Joint Proxy/Prospectus that is a
part thereof, and incorporated herein by
reference.
3.2 Articles Supplementary to Articles of Filed as Exhibit 3.2 to Company's Annual
Incorporation of Holdings, filed January Report on Form 10-K for the fiscal year
21, 1998. ended January 31, 1998 (File No.
001-13777) and incorporated herein by
reference.
3.3 By-Laws of Getty Realty Corp. Filed as Exhibit 3.3 to Company's Annual
Report On Form 10-K for the year ended
December 31, 2002 (File No. 001-13777)
and incorporated herein by reference.
3.4 Articles of Amendment of Holdings, Filed as Exhibit 3.4 to Company's Annual
changing its name to Getty Realty Corp., Report on Form 10-K for the fiscal year
filed January 30, 1998. ended January 31, 1998 (File No.
001-13777) and incorporated herein by
reference.
3.5 Amendment to Articles of Incorporation of Filed as Exhibit 99.2 to Company's
Holdings, filed August 1, 2001. Current Report on Form 8-K dated August
1, 2001(File No. 001-13777) and
incorporated herein by reference.
4.1 Dividend Reinvestment/Stock Purchase Plan. Filed under the heading "Description of Plan"
on pages 4 through 17 to Company's
Registration Statement on Form S-3D, filed
on April 22, 2004 (File No.333-114730) and
incorporated herein by reference.
10.1* Retirement and Profit Sharing Plan Filed as Exhibit 10.2(b) to Company's
(amended and restated as of September Annual Report on Form 10-K for the fiscal
19, 1996), adopted by the Company on year ended January 31, 1997. (File No.
December 16, 1997. 1-8059) and incorporated herein by
reference.
</Table>
-43-
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
10.1(a)* Retirement and Profit Sharing (amended Filed as Exhibit 10.1(a) to Company's
and restated as of January 1, 2002), Annual Report on Form 10-K for the year
adopted by the Company on September 3, ended December 31, 2002 (File No.
2002. 001-13777) and incorporated herein by
reference.
10.2* 1998 Stock Option Plan, effective as of Filed as Exhibit 10.1 to Company's
January 30, 1998. Registration Statement on Form S-4,
filed on January 12, 1998 (File No.
333-44065), included as Appendix H to
the Joint Proxy Statement/Prospectus
that is a part thereof, and incorporated
herein by reference.
10.3 Asset Purchase Agreement among Power Filed as Exhibit 2(a) to the Current
Test Corp. (now known as Getty Report on Form 8-K of Power Test Corp.,
Properties Corp.), Texaco Inc., Getty filed February 19, 1985 (File No.
Oil Company and Getty Refining and 1-8059) and incorporated herein by
Marketing Company, dated as of December reference.
21, 1984.
10.4 Trademark License Agreement among Power Filed as Exhibit 2(b) to the Current
Test Corp., Texaco Inc., Getty Oil Report on Form 8-K of Power Test Corp.,
Company and Getty Refining and Marketing filed February 19, 1985 (File No.
Company, dated as of February 1, 1985. 1-8059) and incorporated herein by
reference.
10.5* Form of Indemnification Agreement Filed as Exhibit 10.15 to Company's
between the Company and its directors. Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 (File No.
001-13777) and incorporated herein by
reference.
10.6* Supplemental Retirement Plan for Filed as Exhibit 10.22 to the Annual
Executives of the Company (then known as Report on Form 10-K for the fiscal year
Getty Petroleum Corp.) and Participating ended January 31, 1990 (File No. 1-8059)
Subsidiaries (adopted by the Company on of Getty Petroleum Corp. and
December 16, 1997). incorporated herein by reference.
10.7* Form of Agreement dated December 9, 1994 Filed as Exhibit 10.23 to the Annual
between Getty Petroleum Corp. and its Report on Form 10-K for the fiscal year
non-director officers and certain key ended January 31, 1995 (File No. 1-8059)
employees regarding compensation upon of Getty Petroleum Corp. and
change in control. incorporated herein by reference.
10.8* Form of Agreement dated as of March 7, Filed as Exhibit 10.27 to the Annual
1996 amending Agreement dated as of Report on Form 10-K for the fiscal year
December 9, 1994 between Getty Petroleum ended January 31, 1996 (File No. 1-8059)
Corp. (now known as Getty Properties of Getty Petroleum Corp. and
Corp.) and its non-director officers and incorporated herein by reference.
certain key employees regarding
compensation upon change in control (See
Exhibit 10.11).
10.9* Form of letter from Getty Petroleum Filed as Exhibit 10.19 to Company's
Corp. dated April 8, 1997, confirming Annual Report on Form 10-K for the fiscal
that a change of control event had year ended January 31, 1998 (File No.
occurred pursuant to the change of 001-13777) and incorporated herein by
control agreements. (See Exhibits 10.7 reference.
and 10.8).
</Table>
-44-
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
10.10* Form of Agreement dated March 9, 1998, Filed as Exhibit 10.20 to Company's
from the Company to certain officers and Annual Report on Form 10-K for the fiscal
key employees, adopting the prior change year ended January 31, 1998 (File No.
of control agreements, as amended, and 001-13777) and incorporated and
further amending those agreements. (See incorporated herein by reference.
Exhibits 10.7, 10.8 and 10.9).
10.11 Form of Reorganization and Distribution Filed as Exhibit 10.29 to the Annual
Agreement between Getty Petroleum Corp. Report on Form 10-K for the fiscal year
(now known as Getty Properties Corp.) ended January 31, 1997 (File No. 1-8059)
and Getty Petroleum Marketing Inc. dated of Getty Petroleum Corp. and
as of February 1, 1997. incorporated herein by reference
10.12 Form of Tax Sharing Agreement between Filed as Exhibit 10.32 to the Annual
Getty Petroleum Corp (now known as Report on Form 10-K for the fiscal year
Getty. Properties Corp.) and Getty ended January 31, 1997 (File No. 1-8059)
Petroleum Marketing Inc. of Getty Petroleum Corp. and
incorporated herein by reference.
10.13* Form of Stock Option Reformation Filed as Exhibit 10.33 to the Annual
Agreement made and entered into as of Report on Form 10-K for the fiscal year
March 21, 1997 by and between Getty ended January 31, 1997 (File No. 1-8059)
Petroleum Corp. (now known as Getty of Getty Petroleum Corp. and
Properties Corp.) and Getty Petroleum incorporated herein by reference.
Marketing Inc.
10.14 Consolidated, Amended and Restated Filed as Exhibit 10.21(a) to Company's
Master Lease Agreement dated November 2, Quarterly Report on Form 10-Q dated
2000 between Getty Properties Corp. and December 15, 2000 (File No. 001-13777)
Getty Petroleum Marketing Inc. and incorporated herein by reference.
10.15 Environmental Indemnity Agreement dated Filed as Exhibit 10.30 to Company's
November 2, 2000 between Getty Quarterly Report on Form 10-Q dated
Properties Corp. and Getty Petroleum December 15, 2000 (File No. 001-13777)
Marketing Inc. and incorporated herein by reference.
10.17 Amended and Restated Trademark License Filed as Exhibit 10.23(a) to Company's
Agreement, dated November 2, 2000, Quarterly Report on Form 10-Q dated
between Getty Properties Corp. and Getty December 15, 2000 (File No. 001-13777)
Petroleum Marketing Inc. and incorporated herein by reference.
10.18 Trademark License Agreement, dated Filed as Exhibit 10.23(b) to Company's
November 2, 2000, between Getty (TM) Quarterly Report on Form 10-Q dated
Corp. and Getty Petroleum Marketing Inc. December 15, 2000 (File No. 001-13777)
and incorporated herein by reference.
10.19 Asset Purchase Agreement by and between Filed as Exhibit 10.19 to Company's
Jems of New England, Inc., Charlex, Annual Report on Form 10-K for the year
Inc., Jems Enterprises, Inc., and ended December 31, 2002 (File No.
Robbins Realty Corp., and Getty 001-13777) and incorporated herein by
Properties Corp. reference.
10.20* 2004 Getty Realty Corp. Omnibus Incentive Filed as Appendix B to the Definitive
Compensation Plan. Proxy Statement of Getty Realty Corp.,
filed April 9, 2004 (File No.
001-13777) and incorporated herein by
reference.
</Table>
-45-
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
------- -----------
10.20.1* Form of restricted stock unit grant award under (a)
the 2004 Getty Realty Corp. Omnibus Incentive
Compensation Plan.
13 Annual Report to Shareholders for the (b)
fiscal year ended December 31, 2004.
14 The Getty Realty Corp. Business Conduct Filed as Exhibit 14 to Company's
Guidelines (Code of Ethics). Annual Report on Form 10-K for the year
ended December 31, 2003 (File No.
001-13777) and incorporated herein by
reference.
21 Subsidiaries of the Company. (a)
23 Consent of Independent Registered Public (a)
Accounting Firm.
31.1 Rule 13a-14(a) Certification of Chief (a)
Financial Officer.
31.2 Rule 13a-14(a) Certification of Chief (a)
Executive Officer.
32.1 Section 1350 Certification of Chief Executive (c)
Officer.
32.2 Section 1350 Certification of Chief Financial (c)
Officer.
</Table>
- -----------
(a) Filed herewith.
(b) With the exception of information expressly incorporated herein by direct
reference thereto, the Annual Report to Shareholders for the fiscal year ended
December 31, 2004 is not deemed to be filed as part of this Annual Report on
Form 10-K or incorporated therein.
(c) Furnished herewith. These certifications are being furnished solely to
accompany the Report pursuant to 18 U.S.C. Section. 1350, and are not being
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and are not to be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
* Management contract or compensatory plan or arrangement.
-46-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
Getty Realty Corp.
(Registrant)
By: /s/ Thomas J. Stirnweis
-----------------------
Thomas J. Stirnweis,
Vice President, Treasurer and
Chief Financial Officer
March 11, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
By: /s/ Leo Liebowitz By: /s/ Thomas J. Stirnweis
----------------- -----------------------
Leo Liebowitz Thomas J. Stirnweis
Chairman, Chief Executive Vice President, Treasurer and
Officer and Director Chief Financial Officer
March 11, 2005 (Principal Financial and
Accounting Officer)
March 11, 2005
By: /s/ Milton Cooper By: /s/ Philip E. Coviello
----------------- ----------------------
Milton Cooper Philip E. Coviello
Director Director
March 11, 2005 March 11, 2005
By: /s/ Howard Safenowitz By: /s/ Warren G. Wintrub
--------------------- ---------------------
Howard Safenowitz Warren G. Wintrub
Director Director
March 11, 2005 March 11, 2005
-47-