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Getty Realty Corp (NYSE:GTY)

Q4 2012 Earnings Conference Call

March 1, 2013 09:00 ET

Executives

Joshua Dicker - Senior Vice President, General Counsel and Corporate Secretary

David Driscoll - Chief Executive Officer

Leo Liebowitz - Co-Founder and Chairman

Tom Stirnweis - Chief Financial Officer

Kevin Shea - Executive Vice President

Analysts

Yasmine Kamaruddin - JPMorgan

Jeff Lau – Sidoti

Brett Reiss - Janney Montgomery Scott

Matthew Feldman - Davidson Kempner

Nick Zamparelli - Zeke LP

Andrew Jones - North Star Partners

Josh Bederman - Pyrrho Capital

Operator

Good day, and welcome to the Getty Realty Corporation Fourth Quarter 2012 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Mr. Joshua Dicker, Senior Vice President, General Counsel and Corporate Secretary. He will read the Safe Harbor statement. You may begin sir.

Joshua Dicker - Senior Vice President, General Counsel and Corporate Secretary

Thank you. I would like to thank you all for joining us for Getty Realty’s quarterly earnings conference call. Yesterday evening, the company released its financial results for the quarter ended December 31, 2012. The 8-K is available in the Investor Relations section of our website at gettyrealty.com.

Certain statements made in the course of this call are not based on historical information and may constitute forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Examples of forward-looking statements would include management’s statements regarding financial guidance of calendar year 2013 for the nature of the company’s acquisition prospect. We caution you that such statements reflect our best judgments based on factors currently known to us and not actual events or results could differ materially.

I refer you to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as well as our quarterly and other filings with the SEC for a more detailed discussion of the risks and factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today. You should not place undue reliance on forward-looking statements which reflect our view only as of the date hereof. The company undertakes no duty to update any forward-looking statements that may be made in the course of this call.

With that, let me turn the call over to David Driscoll, our Chief Executive Officer.

David Driscoll - Chief Executive Officer

Thank you, Josh and good morning everyone. Before I would get started with my formal remarks, I want to introduce the other officers of the company who are on the call today. And with me and Joshua Dicker, including Mr. Leo Liebowitz, our Co-Founder and Chairman; our Chief Financial Officer, Tom Stirnweis; and Kevin Shea, our Executive Vice President.

We want to welcome you to our call for the fourth quarter and the year ended 2012, and reflecting on the events of the last year, I think it’s genuinely impossible to overstate how remarkable the year 2012 was for us. Considered during the year, we prevailed in a complicated legal proceeding in Bankruptcy Court. Managed our way through a complex set of economic and regulatory issues to preserve the underlying value in our portfolio, we refinanced our credit facilities in March of 2012 on market terms without additional advantage to our portfolio or our equity value in what proved to be the worst possible time a year ago at this time.

We have by re-letting our properties improved our overall diversification and credit quality having entering into 10 new long-term triple net leases on more than 440 locations with 8 tenants including 3 New York Stock Exchange listed companies and three the other entities that leased existing portfolios from us and has proved to be good long-term partners. We paid or declared dividends in 2012 as giving $0.375 per share. We purchased a 10-year $50 million aggregate environmental insurance policy protecting against currently unknown environmental liabilities. We sold 54 properties in 2012 for $15.5 million and thus far in 2013 we sold an additional 36 properties in including the one terminal of $16.2 million in aggregate value. And those are just some of the highlights that we have looked at of this incredible year.

Work continues particularly in our disposition work which has at least 100 locations to go, but that work is largely evolving now to one of capital improvements on the properties we have leased increasing the efficiency of our management. And finally, we are starting to recommit resources with the pursuit of accretive acquisitions to generate growth. All of the achievements over the last year set the stage for our additional announcements yesterday.

On February 25th, we refinanced our long-term credit facility with the combination of banks and long-term fixed rate loans from the Prudential. From our perspective, there are many positives in this refinance. It’s cost competitive. Leasing restrictive covenants provides significantly greater financial flexibility and contains capacity of more than $100 million for investment while materially linked in our maturity and reducing our exposure to short-term interest rate fluctuation.

In addition our Board yesterday declared a $0.20 dividend payable on April 11th to shareholders of record on March 31, 2013. This represents a nearly 60% increase of $0.075 per share over the previous quarterly dividend rate. We also announced earnings for the quarter and the year end. The bottom line is that last year we generated $12.5 million, $0.37 per share of net income on revenues of approximately $102 million. This resulted in AFFO of just shy of $29 million or $0.86 per share and FFO of approximately $33 million, which is $0.99 per share.

We previously announced during the quarter new leases with Capital Petroleum Group, Lehigh Gas Partners LP and British Petroleum comprising 161 properties. Then combined with the six triple-net leases we signed in May 2012, the total number of locations we let to-date was more than 440. Of the remaining approximately 345 properties previously leased to Marketing, which we reprocessed on April 30th, we have now sold approximately 90 locations including one of the nine terminals. And we are actively engaged in addressing the repositioning of the final approximately 170 properties operating and with tanks in the ground. Virtually, all of these locations are leased to dealers operating and aligned with our interim fuel supply arrangement with global partners, thus they are generating revenues for us. Nevertheless, it is our intent to tackle the repositioning of these properties during 2013.

Let me now turn to our environmental remediation efforts. This is another area of focus and growing costs for us particularly in light of our repositioning of the Marketing portfolio. As I have previously stated GAAP accounting for environmental costs have become very complex. Accrued non-cash expense flow into our impairments and depreciation and amortization lines. As we move forward with our remediation work we are going to continue to disclose our actual cash spending on environmental remediation. For 2012, we spent below the run rate costs we expect to incur in the next several years. There are multiple reasons for this temporary reduction. The primary one related again to the impacts of the Marketing bankruptcy. In addition during 2012, we benefited from reversals of accruals previously made on the order of magnitude of approximately $5 million in the environmental expense line. Therefore we anticipate recognizing increased net environmental expense for future years compared to 2012.

While our operating expenses for the year remained elevated due to costs again associated to the Marketing bankruptcy. We also benefited from reversals of certain accruals in general administrative expense during Q4 2012 that we do not expect to continue into 2013 and future years. In addition we continue – we were incurring operating costs required to administer the marketing portfolio, while we remain in this period of transition, but we expect that they will begin to materially decline in 2013. We are mindful of controlling cost and we are working to reduce operating cost as we re-let and dispose the properties previously leased to Marketing.

With those remarks, operator I am done with the prepared remarks. So, I would ask you to open the call for any questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) And we will take our first question from Yasmine Kamaruddin with JPMorgan.

Yasmine Kamaruddin - JPMorgan

Hi.

David Driscoll

Yes.

Yasmine Kamaruddin - JPMorgan

Just a question on your 2013 guidance, on some of the key line items that we are seeing right here, for G&A for example, what would you say is your run rate for 2013 and ongoing from there?

David Driscoll

At this point, what we have provided is AFFO and FFO guidance, and we are not prepared to go into specific line item numbers right now.

Yasmine Kamaruddin - JPMorgan

Okay, alright. So, we can assume that the fourth quarter G&A number would be carried forward?

David Driscoll

Well, as I said in the remarks, the fourth quarter G&A number had a number of unusual, but we consider to be may be not unusual, but items that we don’t think will carry forward. So, again, I know it’s difficult to work from the bottom up, but that’s what we have provided at this point.

Yasmine Kamaruddin - JPMorgan

Okay, alright, got it. And as for your interest expense with the refinancing, you guys are paying 6% now on the $100 million term loan. So, I expect interest expense to probably increase for 2013?

David Driscoll

I think that certainly they seem to be the guidance we have provided you is a modest increase in our overall interest expense for the year going forward. I think there is – there are some offsetting elements to that, because the property dispositions that basically reduced our overall borrowing as we get the present time. But overall, you have correctly identified the overall interest expense to go up, because it’s no longer fall floating rate.

Yasmine Kamaruddin - JPMorgan

Yeah. And plus you expect this term loan to be outstanding throughout its life right?

David Driscoll

Yeah the Prudential term loan, yes, is outstanding its entirely growing up, yeah, 8 years.

Yasmine Kamaruddin - JPMorgan

Okay, alright, great. And for the fourth quarter and also full year 2012, what was the actual cash environmental expense?

David Driscoll

We are going to provide that number in our 10-K upcoming. I think it’s approximately $5 million.

Yasmine Kamaruddin - JPMorgan

Okay. And that is for the fourth quarter only?

David Driscoll

That was for the year 2012.

Yasmine Kamaruddin - JPMorgan

Okay. And what do you expect this to be in 2012? I know this number jumps around a lot, but yeah?

David Driscoll

We expect it to be more than $5 million in 2012 and I think we have used words like significantly more.

Yasmine Kamaruddin - JPMorgan

Okay. And for your AFFO guidance, just looking at the calculations going from FFO to AFFO, I noticed that environmental cost aren’t included as they aren’t subtracted from the FFO. So, is this the same in 2013?

David Driscoll

Well, environmental costs are above the line or below the line, however, you want to say it, but they don’t affect either AFFO or FFO. There is no difference essentially with environmental between the two lines. The main difference between FFO and AFFO is straight line rent.

Yasmine Kamaruddin - JPMorgan

Okay. And that’s it.

David Driscoll

Yeah.

Yasmine Kamaruddin - JPMorgan

Alright.

David Driscoll

Well, there is some other minor stuff, but virtually all of it is accounted for by straight line rent.

Yasmine Kamaruddin - JPMorgan

Okay. And can you talk a little bit on progress for the rest of the properties, I know you said on the call that you have 170 properties left that are operating and with tanks in the ground, then when I calculated just based on your press release on the 5th of December, you should have about 250 properties left to address, is that correct?

David Driscoll

Well, I think we separate in our own mind tanked properties and untanked properties, the 250 probably includes both tanked and untanked.

Yasmine Kamaruddin - JPMorgan

Okay, alright. And so 250, if I do a 250 minus 170, then you would have 80 properties left, are you planning to sell those properties?

David Driscoll

Those properties are being aggressively marketing and we are averaging at this point 3 to 5 closings per week in terms of the sales of those properties.

Yasmine Kamaruddin - JPMorgan

Yes, 3 to 5 closings per week. And what do you expect to get on a cash basis for these dispositions?

David Driscoll

Well, that varies depending on the property and it’s a pretty wide variance there is really no specific guidance that you can draw out of that.

Yasmine Kamaruddin - JPMorgan

Okay. And also for the remaining 170 properties that you mentioned on your call, what are you assuming in terms of the rent rate, is it a pickup or generally a roll down?

David Driscoll

Right now, those properties are contributing to us on a cash basis and on AFFO and FFO basis. However, we expect that we will reposition those properties that the net effect will be increased in their contribution to us. Whether that effect is through re-letting the property after putting some CapEx into it and getting more rent or that effect is in the form of selling the property and reinvesting the proceeds and getting rent from it. But we think overall net, net the result of that reposition is an improvement to our bottom line.

Yasmine Kamaruddin - JPMorgan

Okay, alright. So, generally you would expect to charge higher rent on the new leases to be signed for the 170 properties?

David Driscoll

That’s not precisely what I said, I don’t want to get into back and forth with you. What I said was that we would expect to be reinvesting in those properties, repositioning them and we expect after we do that we would be able to get more rent. However, that if we sold property and then reinvestment proceeds that the net result would be we would be receiving more rent from the new properties purchased with the reinvested proceeds than we are currently collecting net of expenses on the property that we had sold.

Yasmine Kamaruddin - JPMorgan

Okay and for the 170 properties are you expecting to do more large like leases or are they more one-off things?

David Driscoll

It will be more one off.

Yasmine Kamaruddin - JPMorgan

Okay.

David Driscoll

I should add that I am aware of a one set of nine of them that we are in the process of finalizing the lease on. So…

Yasmine Kamaruddin - JPMorgan

Okay.

David Driscoll

But you are not going to see 65 go in a lease.

Yasmine Kamaruddin - JPMorgan

Okay, got it. And you also said on the call that you may want to start acquiring, can you give us some guidance what you expect for 2013?

David Driscoll

Other than we are actively looking for acquisitions, we have built in acquisitions portfolio and we are continuing to pursue it, that’s about as far as we are going to go.

Yasmine Kamaruddin - JPMorgan

Okay and these acquisitions are built into your guidance?

David Driscoll

Our guidance does not have any acquisitions in it.

Yasmine Kamaruddin - JPMorgan

Okay and got it. Alright, great, thank you.

Operator

(Operator Instructions) We’ll go next to Jeff Lau with Sidoti.

Jeff Lau - Sidoti

Hi good morning. I just had a quick general question I know it’s been sometime, but regarding the Sandy, do we assume that the impact on the properties was not an issue or how do we look at that. I don’t know if you guys discussed that previously?

David Driscoll

Well first good morning Jeff.

Jeff Lau - Sidoti

Good morning.

David Driscoll

And yes, certainly on the last call it was an issue for us. But we were in the weeks following Sandy in fact I think we have had power on in this office for less than a couple of days at that point. And there were some individual impacts that resulted from Sandy. The one specific property that I think was the most damaged I believe is now back up and running. And so – and certainly from a perspective of 1000 locations the effect on the properties was minimal. There were also it was some damage that occurred in some of terminal property that we are dealing with. But again in the context of our overall operations I would not call what happened material.

Jeff Lau - Sidoti

Okay, alright. Thanks.

Operator

We’ll go next to Brett Reiss with Janney Montgomery Scott.

Brett Reiss - Janney Montgomery Scott

Good morning, David. How are you?

David Driscoll

Just fine, Brett, how are you today?

Brett Reiss - Janney Montgomery Scott

Good, good. If on the acquisitions front, if a good deal did come your way based on the present capital structure, how big a deal could you do, if something came along at the right price?

David Driscoll

More than $100 million, we have more than $100 million right now with of capital available to us Brett with an accordion that takes it up $50 million over that.

Brett Reiss - Janney Montgomery Scott

Okay. And in terms of the cap rates that deals are being offered, are there things around that you think you might be interested in or is the market too richly priced for the time being you will probably back away?

David Driscoll

Well, we are finding things that we think makes sense in light of our capital cost and capital structure. And I am not going to suggest that it’s absolutely certain and we are going to get transactions done, but we are certainly seeing things in the pipeline and in the portfolio that are intriguing to us.

Brett Reiss - Janney Montgomery Scott

Okay. Different question, there have been some newspaper accounts talking about certain entities building infrastructure to facilitate the battery-operated cars. Is something like that an intermediate or long-term threat to what we do, how do you view all of that?

David Driscoll

Well, I don’t see how something like that is a threat to us or our tenants who lease properties from us. It’s the predominant mode of providing energy to individual transportation vehicles was batteries versus gasoline. And we were in the context of a battery change out system. There would still need to be in place that batteries would get changed out and why you were getting your batteries changed out, you would still go and get a coup of coffee, buy a lottery ticket, a newspaper and maybe some soda.

Brett Reiss - Janney Montgomery Scott

Right, right. I appreciate you answering my questions and congratulations you did – you had a lot on your plate in 2012 and I see a lot of progress.

David Driscoll

Thank you.

Operator

And we’ll go next to Matthew Feldman with Davidson Kempner.

Matthew Feldman - Davidson Kempner

Hi, good morning. How much cash is the company sitting on currently and our dividends, I guess the $0.20 being paid from that cash, from the refinanced proceeds, or some other proceeds

David Driscoll

So, how much cash that we have right now. It’s a very difficult question to ask because we have a revolver with the bank and we essentially try to run our cash balances as low as possible to payoff the revolver to minimize our interest cost. But the underlying question you are asking is are repaying a $0.20 dividend by essentially out of our cash reserves or borrowing money. And the answer to that is we don’t think that. Our view today we calculated it that we obtained our dividend out of cash that we’ve generated from our operation.

Matthew Feldman - Davidson Kempner

Okay, thank you.

Operator

We’ll go next to Nick Zamparelli with Zeke LP.

Nick Zamparelli - Zeke LP

Hi, guys. Thanks for taking the questions. Just a quick one on historical numbers here what were the annual run rate net revenues on the non-master lease properties and how many of these properties are there?

David Driscoll

Roughly, 350 properties in the annual run-rate on the margin of $40 million to $50 million range.

Nick Zamparelli - Zeke LP

$40 million to $50 million and are there any annual escalators in those terms, in those contracts.

David Driscoll

Yeah. Well, there are escalators in all of our leases. I would be hard pressed to answer a literal question of whether they are annual escalators.

Nick Zamparelli - Zeke LP

Okay, okay. And then I just want to make sure I have the numbers right on the asset sale, so you said 54 in 2011, 36 in 2012, that’s a total of 90. How many are left for sale that you are pursuing aggressively, was that, did I hear 80 was the number?

David Driscoll

The way again in the de-tanked properties, there are approximately 40 to 50 left for sale, but that’s – we are not what we don’t provide of course is how many of those are already being contract to sell. And a goodly portion of those are already under contract to sell. There are 170 properties, which are tanks in the ground that are operating, but we are very far down the road in terms of our assessment in executing on some of those going for sale and some of those being re-let.

Nick Zamparelli - Zeke LP

Okay. So, 170 have tanks in the ground that are currently generating revenue, but not sure how many of those are going to be sold versus maintained?

David Driscoll

That’s correct. So, I believe that it’s 70 to 100 of those I believe at the end of the day likely will be sold.

Nick Zamparelli - Zeke LP

Okay, of the operating?

David Driscoll

Yeah.

Nick Zamparelli - Zeke LP

Okay. And then how do we in terms of those 107 you kind of just how should we think about the current run rate revenue on those 170 properties assuming that they still stay the way they are today?

David Driscoll

Well, I think we don’t really think about it in terms of revenues. We think about it in terms of contribution rate. And I would say that they make a modest contribution to our bottom line sort of revenues net of operating expense.

Nick Zamparelli - Zeke LP

Okay. So now you’re not giving a revenue number on those 170 properties?

David Driscoll

No we’re not.

Nick Zamparelli - Zeke LP

Okay. CapEx expectations for 2013 are you giving the number there?

David Driscoll

No, we are not providing specific guidance on that. Certainly there are some CapEx things that are going to go into the portfolio over the next three to five years. And I think that what we talked about is across the properties that we have, find new leases on. We are looking at something in the order of the mid-30 kind of CapEx number with the tenants providing essentially $3 for every $1 we are providing over the next three to seven years.

Nick Zamparelli - Zeke LP

Okay, okay, great. Thanks very much.

Operator

(Operator Instructions) We will go next to Andrew Jones with North Star Partners.

Andrew Jones - North Star Partners

Hi good morning. I was curious going back to the conference call you guys had back last May. You talked about the properties, the marketing properties and broke them down into buckets and the 282 that you announced the lease on, you described them as average to above average. And then the next bucket was 254 stations that were above average assets, is it safe to assume that all of these leases that have been announced since then have come out of the above average bucket?

David Driscoll

Yeah.

Andrew Jones - North Star Partners

Okay and then could you please again say what the stations that you have left to sell are the number I thought I heard a different number than you said 40 or 50 I believe in your last response?

David Driscoll

I think it can get confusing, so let me try to restate it. So, of the properties that do not have tanks in the ground there are over 40 and 50 left to sell. But as I remarked a significant portion of those are under contract to sell.

Andrew Jones - North Star Partners

So, how many total – are there that don’t have tanks in the ground?

David Driscoll

How many now at this moment?

Andrew Jones - North Star Partners

Yeah, sure.

David Driscoll

I think that number is on the order of 40 plus or minus.

Andrew Jones - North Star Partners

Okay. And then I think in the September balance sheet you guys carried, you had 132 properties for sale at a net carrying value of about $23 million-$24 million, can you tell us what the current number in carrying value is at year end?

David Driscoll

We have 111 properties that were classified as held for sale as of the end of the year with the net book value of $25 million. That number has increased even though we sold properties because additional properties specifically the terminals have been added to the list during the last 90 days.

Andrew Jones - North Star Partners

Okay. I think my other questions were answered. Just there was a one question about the non-marketing properties. I think the last time you guys broke those out was at the end of 2011, since that time the profitability of that group of properties increased?

David Driscoll

The profitability of those groups of – the leases of those properties have escalators in them. So, there has been the normal escalation process that’s going on in that period of time. For us as the overall profitability of those stores is being collected by the tenants back to question.

Andrew Jones - North Star Partners

No, I guess a better way to ask the question is do you think the value of those things is higher now, have the values grown? I mean, it seems like with low interest rate environment that the values of a lot of real estate have grown. I think the K said that you guys have acquired 395 properties since 2003 for $518 million. And I am just trying to think about whether or not those properties are worth more or less than the $518 million you paid for them?

David Driscoll

Well, we would for all the reasons you just stated we believe that there was at least what we paid for them. How does that sound?

Andrew Jones - North Star Partners

Well, just I would hope they would be worth more, that would be better but I’ll take it.

David Driscoll

I understand, but I think in aggregate, I think you are probably right, but I don’t want to get out there touting that our properties have gone up. And I mean it just doesn’t seem like a good place to go from it.

Andrew Jones - North Star Partners

Well, I don’t think anybody will accuse you guys of being touts, that’s for sure. That’s all I have. Thank you.

Operator

We’ll take our last question from Josh Bederman with Pyrrho Capital.

Josh Bederman - Pyrrho Capital

Hi guys. You mentioned that you were looking at acquisitions obviously I understand it’s not in your guidance. Can you give us some color on the kind of cap rates you are seeing on the stuff that is in the pipeline or at least that’s being shown to you?

David Driscoll

Well, I think this is why you think that they are in the marketplace today. The properties that we like that we are looking at I think go in the sort of 7% to 8% kind of range. That’s where I think you can buy quality locations without taking a lot of risk in terms of value and have decent tenants in them. I think we could sort of think we are going to be which we could better than that, but we would be very unlikely to consider something that has a lower cap rate than that.

Josh Bederman - Pyrrho Capital

Okay, thanks. And then you said that you have 100, possibly 150 of capital mostly from your line, how comfortable, where would you guys be comfortable in terms of the leverage ratio in running the company?

David Driscoll

We have always wanted to run the company at a conservative ratio. I think guidance, our theory on that is probably property not more than 40% to 50% of value.

Josh Bederman - Pyrrho Capital

Okay.

David Driscoll

You probably assume that as we started to grow or push to those kinds of limits that it’s more likely to become sort of an equity transaction, I am not saying common equity, but.…

Josh Bederman - Pyrrho Capital

Great.

David Driscoll

(indiscernible) some sort of a subordinated transaction could occur.

Josh Bederman - Pyrrho Capital

Right. But right now, you actually have capacity that could just basically use your lines and growth in next 100, 150 and then you will start bumping up against there, is that correct?

David Driscoll

No, even then I think we have got some capacity over and above that, but right now the capacity we have under the existing line is 100 to 150, and there might even be a little bit. We are still sort of below the numbers I gave you at that point.

Josh Bederman - Pyrrho Capital

Yeah, that’s okay. Alright, thank you.

Operator

That concludes today’s question-and-answer session. Mr. Driscoll, at this time I will turn the conference back to you for any additional or closing remarks.

David Driscoll - Chief Executive Officer

I don’t have a lot of additional or closing remarks. I want to thank everybody for their continued interest in Getty and we look forward to talking to you during the quarter and next quarter as well.

Operator

This concludes today’s conference. Thank you for your participation.

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