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Good morning, and welcome to Getty Realty's Fourth Quarter 2024 Earnings Call. This call is being recorded. After the presentation, there will be an opportunity to ask questions. Prior to the starting of the call, Joshua Dicker, Executive Vice President, General Counsel, and Secretary of the company, will read a Safe Harbor Statement and provide information about non-GAAP financial measures. Please go ahead, Mr. Dicker.

Thank you, operator. I would like to thank you all for joining us for Getty Realty's Fourth Quarter and Year-End Earnings Conference Call. Yesterday afternoon, the company released its financial and operating results for the quarter ended December 31, 2024. The Form 8-K and earnings release are available in the Investor Relations section of our website at gettyrealty.com. Certain statements made during this call are not based on historical information and may constitute forward-looking statements. These statements reflect management's current expectations and beliefs and are subject to trends, events and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Examples of forward-looking statements include our 2025 guidance and may also include statements made by management including those regarding the company's future company operations, future financial performance or investment plan and opportunities. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially. I refer you to the company's annual report on Form 10-K for the year ended December 31, 2023, as well as any subsequent filings with the SEC for a more detailed discussion of the risks and other 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 today. The company undertakes no duty to update any forward-looking statements that may be made during this call. Also, please refer to our earnings release for a discussion of our use of non-GAAP financial measures including our definition of adjusted funds from operations, or AFFO, and our reconciliation of those measures to net earnings. With that, let me turn the call over to Christopher Constant, our Chief Executive Officer.

Thank you, Josh. Good morning, everyone, and welcome to our earnings call for the fourth quarter and year-end 2024. Joining us on the call today are Mark Olear, our Chief Operating Officer; and Brian Dickman, our Chief Financial Officer. I will lead off today's call by summarizing our financial results and investment activities, and will provide commentary on how we are effectively executing our growth and diversification strategies in the convenience and automotive retail sectors. Mark will then take you through the details of investments the status of our portfolio and Brian will further discuss our financial results and guidance. In 2024, our consistent and disciplined approach produced another successful year of earnings and portfolio growth, as we again embrace the challenge of scaling our company. I'm especially proud of our performance during a year that I would characterize as challenging with respect to both the transaction market for our property types and the capital markets. We invested $209 million in high quality convenience and automotive retail assets, raised $289 million of attractively priced capital and continued to advance our portfolio diversification objectives. We expanded our presence in top MSAs around the U.S. and deployed capital across all of our target sectors while continuing to prioritize our direct sale-leaseback business model. Our successful investment activities combined with the stable rents from our in place portfolio produced strong revenue and earnings growth and a sector leading dividend increase. Our performance continues to be driven by our fantastic team at Getty’s. For the year, Getty grew its annualized base rent by 14.5% to approximately $198 million and reported AFFO per share of $2.34 which exceeded the high end of our guidance range and represented a 4% increase over the prior year's result. Our financial performance was driven by the strength of our investment activity as we acquired 71 properties and provided development funding for the construction of additional new to industry assets. More than 90% of these investments were direct sale-leaseback transactions and our acquisitions team did an excellent job of sourcing transactions with a mix of large established tenants and emerging high growth tenants who are building strong platforms across the U.S. We added eight new tenants to the portfolio in 2024 and completed additional transactions with nine existing relations. Equally important, we were able to drive accretive investment spreads on our investments in 2024 through effective execution in the debt and equity capital markets. Getty was both timely and strategic in locking in 125 million long-term notes in September 2024 in advance of significant upward moves in treasury yields addressing our only near term notes maturity and provided capital to fund future investments. We also raised 32 million under our ATM program in the fourth quarter. When you combine these transactions with our third quarter follow on equity offering, Getty is very well capitalized and enters 2025 with significant dry powder for acquisitions. Our capital position supports our investment pipeline including more than 35 million of assets under contract plus a growing number of opportunities that are in various stages in the acquisitions process. In fact, last night after we released earnings, we signed a contract for a more than $50 million portfolio transaction in the automotive service sector. We remain confident that our relationship based sale lease back strategy will generate continued opportunities for Getty to acquire assets in our target convenience and automotive retail sectors as we move through 2025. In general, I believe Getty is stronger and better positioned than it's ever been. A main reason for this is the diversification strategy we embarked upon approximately five years ago. By broadening our investment focus to include several sectors within the convenience and automotive retail landscape, we have grown our total ABR by approximately 70% since the end of 2019, while increasing rental income from non-convenience and gas properties to 28% of total ABR from less than 3% before we began executing on the strategy. We've also added 35 tenants to our roster during this time frame and expanded into several new geographic markets. I would emphasize that our decision to diversify was not a pivot away from the convenience store sector, which we are still committed to and where we continue to source compelling investment opportunities. Rather, our diversification efforts are driven by our desire to scale our business by acquiring retail real estate with similar property attributes which are occupied by tenants operating in sectors that share similar growth dynamics and operating fundamentals. The convenience and automotive retail sector is supported by accelerating consumer trends for speed and service, reinforced by the increased count and advanced age and complexity of vehicles on the road, and populated with growth companies that are consolidating fragmented businesses. Tenants operating in the sector generally provide essential goods and services, are largely Internet and recession resistant, and have demonstrated consistent performance over the past several years. And the underlying real estate we acquire is typically located in high density metro areas with excellent access and visibility. We remain positive on the sectors, committed to continuing to execute on our growth and diversification plans and focused on creating value for our shareholders. With that, I will let Mark discuss our portfolio and investment activities.

Thank you Chris. At year-end, our leased portfolio included 1,114 net lease properties and one active redevelopment site. Excluding the active redevelopment, occupancy was 99.7% and our weighted average lease term was 10.2 years. Our portfolio spans 42 states plus Washington D.C. with 60% of our annualized base rent coming from the top 50 MSAs and 76% coming from the top 100 MSAs. Our rents continue to be well covered with a trailing twelve month tenant rent coverage ratio of 2.6 times. Turning to our investment activities for the year, we underwrote 5.5 billion of potential investments, continuing with the theme of portfolio diversification, 57% of our underwriting was focused on non-convenience and gas property types including express tunnel car washes, auto service centers primarily collision centers, oil change and tire locations and drive-thru quick service restaurants. Convenience stores represent the remaining 43% of our underwriting activity. We had a strong fourth quarter in which we invested $76.4 million across 21 properties and initial cash yield of 8.9%. The weighted average lease term on acquired assets for the quarter was 15.6 years. Highlights of this quarter's investments include the acquisition of 14 convenience stores located in the Houston and Las Vegas MSAs for $69 million, two express tunnel car wash properties located in South Carolina and Vermont for $10.2 million of which $9.3 million was previously funded, two auto service properties located in North Carolina Virginia for $3.7 million of which $1.7 million was previously funded and one drive-thru quick serve restaurant located in Baton Rouge, Louisiana for $2.6 million. We also advanced incremental development funding in the amount of 1.8 million for the construction of two new to industry express tunnel car washes. These assets are either already owned by the company and are under construction or will be acquired via sale leaseback transactions at the end of the project's respective construction periods. For the year, Getty invested $209 million across 78 properties at an initial cash yield of 8.3%. This year's investment activity can continue to prioritize diversification across our target industry verticals. Convenience stores represented 41% of transaction volume, express tunnel car washes were 33%, auto service centers were 21% and drive-thru QSRs were 5%, making 2024 the most balanced investment year since the company expanded its convenience automotive retail strategy. After the quarter end, we invested an additional $4 million to acquire newly constructed express tunnel car wash in New York. As Chris mentioned, we currently have more than 35 million of commitments to fund acquisitions and developments or more than 85 million, including the contract we signed last night, which we expect to be invested over the next nine to 12 months at an average initial yield in the high 7% area. Overall, 2024 was a challenging year for the net lease transaction market and our core property types. Broader economic concerns drove a slowdown in financing opportunities tied to industry M&A and operators generally slowed the pace of their new store development pipelines. In addition, we did not see a meaningful contraction in the bid ask spread between buyers and sellers for transaction pricing. To start 2025, there has been a modest increase in transaction activity, but I will caution that while our tenants are generally optimistic about growth the gap in pricing continues to be a material impediment for sale leaseback transactions. We believe interest rates will be higher for longer and sellers need more time to adjust their expectations. That said, we do expect to see modest cap rate compression from the 8.3% yields we achieved in 2024, which was driven by a couple of larger portfolio transactions with cap rates pushing 9%. Regardless of market headwinds, our job remains to source attractive investment opportunities that fit our portfolio, which can be funny as accretively. We have invested over $1 billion in the last five years, which we believe demonstrates that Getty can source opportunity in our target sectors across a range of interest rate and macroeconomic environments. As we leverage our relationship based strategy and prioritize direct business with new and repeat tenants, we remain confident that we will be able to accretively deploy capital again in 2025. Moving to our redevelopment platform for the year, we invested $1.5 million across numerous projects in various stages of construction, development and permitting. We completed a new Chipotle Restaurant in Providence, Rhode Island MSA. At year-end we had four signed leases for projects, all of which are for new to industry oil change locations. Subsequent to year-end, we funded 500,000 toward a tenant's modernization of one of our legacy gas and repair properties for which we'll receive incremental rent and extended base term of the five property unitary lease. We have additional projects in various stages in our pipeline and expect to continuously complete projects over the next few years. Continuing with our asset management efforts, the significant increase in our weighted average lease term during the year was due to the extension of 4 unitary leases representing approximately 25 million of ABR. It's noteworthy that these renewals reduced our 2026 and 2027 lease maturities to approximately 8% of total ABR at year-end as compared to 21.5% of total ABR as of December 31, 2023. For the year ended 2024, we disposed of 31 properties for gross proceeds of approximately $13 million, including 70 properties, excuse me, 7 properties for gross proceeds of $7.5 million in the fourth quarter. With that, I'll turn the call over to Brian.

Thank you Mark. Good morning everyone. Last night we reported AFFO per share of $0.60 for Q4 2024, representing an increase of 5.3% over the $0.57 we reported for Q4 2023. FFO and net income for the quarter were $0.57 and $0.39 per share respectively. For the full year 2024, AFFO per share was $2.34, representing an increase of 4% over the $2.25 we reported for 2023. FFO and net income for 2024 were $2.21 and $1.25 per share respectively. A more detailed description of our quarterly and full year results can be found in last night's earnings release and our corporate presentation contains additional information regarding our earnings and dividend per share growth over the last several years. Annualized base rent or ABR as of December 31, 2024 was $197.8 million, an increase of 14.5% over the $172.8 million we reported as of December 31, 2023. For the full year 2024, total G&A as a percentage of total revenue was 12.4%, a 40 basis points improvement over 2023 and G&A, excluding stock based compensation and non-recurring retirement and severance costs as a percentage of cash rental income and interest income was 9.6% in 2024, a 60 basis points improvement over 2023. Management focuses on the second metric given that it adjusts for certain non-cash and non-recurring items over which we have less control and in both the numerator and denominator. We continue to anticipate the G&A dollar increases will moderate and G&A ratios will further improve as we continue to scale the company. Moving to an update on the balance sheet and liquidity. As of December 31, 2024, net debt-to-EBITDA was 5.2 times or 4.2 times taking into account unsettled forward equity. We continue to target leverage of 4.5 times to 5.5 times net debt-to-EBITDA and are well positioned to maintain those levels going forward. Fixed charge coverage was a healthy 3.8 times as of December 31st. During the fourth quarter, as previously announced, we closed on $125 million of new unsecured notes. The notes will fund later in February and proceeds will be used to repay $50 million of notes that mature this month, which is our only near term notes maturity as well as to fund investment activity. A few weeks ago we refinanced our revolving credit facility which was set to mature in October of this year. As part of that transaction, we upsized the facility from $300 million to $450 million and extended the term to January 2029 or January 2030, including extension options. We use the increased capacity to repay a $150 million term loan which was also due in October 2025, allowing us to address that maturity in the near term while giving ourselves additional flexibility with respect to the ultimate refinancing of those borrowings. I'd also like to highlight that in addition to continued support of our existing lenders, we're able to bring four new lenders into our bank group as we continue to cultivate and expand our capital relationships. Pro forma for these debt transactions, the company's weighted average debt maturity was 5.6 years, the weighted average cost of our debt was 4.4%, and we have no debt maturities until June 2028. We're also active on our ATM program during the fourth quarter through a combination of regular issuance and reverse inquiries. For the quarter, we sold 993,000 shares, all on a forward basis, which will generate gross proceeds of $32.3 million. At year-end, we had a total of approximately 5.4 million shares of common stock, subject to outstanding forward agreements which upon settlement are anticipated to raise gross proceeds of approximately $164.8 million. We ended the year in a very strong capital position with the new unsecured notes, proceeds and unsettled forward equity we just discussed. Along with $17 million of cash and 1031 proceeds and more than $280 million of capacity on our unsecured revolving credit facility. We have more than sufficient capital to fund the now $85 million of investments we have under contract, as well as additional investment activity as we move through 2025. Before I close with commentary on our 2025 AFFO per share guidance, I'd like to provide some color on the recent

Should we begin the question and answer session?

Yes, please.

[Operator Instructions] The first question comes from Mitch Germain with Citizens JMP. Please go ahead.

Good morning. Thanks for taking my question. I'm just trying to understand the

So yes, Mitch, this is Chris. So we acquired those sites in 2019. I think 10 of the 12 were brand new to industry locations. One of the benefits, I think, of our diversification strategy and our other car wash partners in the portfolio is we've already had discussions, as Brian mentioned, about potentially releasing some of these sites. It's a little too early to tell whether or not they require capital or if they do how much capital. But we've used a range of estimates in our revised guidance figure there, which we think is appropriate at this time. And I think given the, the state of those properties and how new they are to the industry, we do expect them to be released and to be operating express tunnel car washes once this has passed us.

Great, thanks for that. And then, obviously you've got other operators.

Yes, I mean, I think. Let me start with just kind of our general business strategy. Right. I mean, given that we are focused investors in these convenience and automotive sectors, we kind of pride ourselves on having a lot of conversations with management teams, including

Great, that's super helpful. I think last one for me, you're going into 2025 with a pretty significant amount of liquidity. I mean, just irrespective of the credit facility capacity, it's 300. You've got the term loan of 75. You've got the unsettled equity. Maybe, Brian, if you could just kind of talk about how you envision the capital plan working out. I mean, are you going to probably try to use the, the capital related to the debt first and then start to factor in the equity? Maybe just talk about the cadence of how you're looking at funding the acquisitions going forward.

Yes, happy to, Mitch. Look, in general, we're always trying to be thoughtful. Right. About how we're raising capital, right and pair that with the thoughtfulness. Chris just went through about how we're deploying capital. We like to keep the pipeline relatively pre funded. We like giving our acquisition team visibility into our cost of capital that obviously helps them in the deployment of the capital. So I think we've been fairly effective with that over the last several years and you should continue to expect similar execution there. As far as the cadence. Yes, I think you hit it. We had $82.5 million drawn on the revolver at the end of the year away from the repayment of the term loan. We have the $75 million of notes net that'll come available to us, those proceeds here at the end of the month. So yes, generally speaking and all, all else being constant, I think you can assume we use those debt proceeds to pay down the revolver and then we have that equity to continue to take down and deploy throughout the year as well as significant revolver capacity to pair with that.

Great. Thank you for that. Congrats on the year.

Thanks, Mitch.

Thank you. The next question comes from the line of Farrell Granath with Bank of America. Please go ahead.

Hi, good morning. Thank you for taking my question. I just wanted to also go back to the

Yes, happy to hit that, Farrell. So there's obviously a range of outcomes and we don't want to get too specific. These are live discussions. Obviously I think Chris hit it. Our main point is we feel that the revised guidance appropriately captures those range of outcomes and is the best way to quantify the potential impact for you all. What I would say though is within that range of outcomes, we do expect that these sites get released this year and that we recapture a significant majority of the rent. But again, there's a range within that, including the fact that as I mentioned my prepared remarks, there are still discussions with

Okay, thank you. And we can also get a little bit more color on the portfolio transaction that you mentioned that has already occurred quarter-to-date. How did that come about? And is that something that you're looking to do more of in the focus of larger portfolio transactions versus the one off sale leaseback or development funding?

Yes, I think you're referring to the deal that we signed last night. So let me start by saying, it's a direct sale leaseback transaction with a relationship that we've been developing through just our standard business development process here at Getty. And I think, your question on is this something we expect to continue to do? The answer is absolutely yes, right. This is a direct sell lease by transaction that's very consistent with our business strategy. Certainly it's our first transaction with this tenant on this basis. So we would certainly like to get this transaction closed with this tenant and then obviously look at do we do repeat business with them or can we do more in these various sectors within, within the automotive sector. But again, I've just come back to the broader convenience and automotive strategies we have. We have a lot of assets and opportunities to underwrite. Portfolio sale leaseback transactions are the bread and butter of our growth strategy. So the more that we can do here, the more that's direct, the more business development we can do, the more successful Getty will be.

Great. Thank you so much.

Thank you. The next question comes from Wesley Golladay with Baird. Please go ahead.

Hey, good morning everyone. With that pipeline, is it straight sell leasebacks, will there be any development opportunity with that new tenant?

Yes, the 85 total is a combination, Wes, of sale-leaseback and development funding. What's really interesting is if you go back over the last two years, 2023 was a heavy development funding year and a lot of those deals kind of closed out earlier this year or even late in 2023. 2024 was the opposite. It was almost all sale-leaseback transactions for Getty. And I think in Mark's commentary he mentioned, we're seeing renewed interest in M&A renewed interest and operators looking to grow their new store pipelines. So I think as we roll through 2025, you're definitely going to see more of a mix this year between the sale-leaseback business and the development funding product.

And Wes, this is Brian. I would just add, we typically try to provide some sense of timing, for the pipeline, the capital funding, the pipeline will be deployed. When you're seeing ranges that are say three to six months, you can anticipate that that's going to be more sale-leaseback, more acquisition of existing properties. When you see ranges more in the nine to 12 months, which is what we put out and that doesn't change with this contract that was just signed. You can assume that that's going to be more development funding. And so of the 85 plus million that's now under contract in this case and given the commentary that Chris just went through and Mark earlier, the bulk of that is development funding, probably 80% of that is development funding. And again you can see that in the duration over which we'll deploy the capital.

Okay, that makes sense. And then maybe just go one more for you on

Yes, so, and look, not, not looking to be, evasive here. Don't want to get too specific on the downtime assumptions or the rent. Again we have live discussions going on with the current operator and others and just don't want to set any expectations out there. So as I said on that front, we expect them to be released this year. We're assuming they'll be released this year and that we will recapture a significant majority of the rent whether they stay with

But pretty confident it's going to go to a car wash based on your early discussions at this time.

Yes, as Chris said, these are, 10 of the 12, including the bulk of which we think will get returned to us or we're assuming will get returned to us. Our new construction, right roughly five years old. And given our relationships and the dialogue we've had to date, characterize them as constructive and we're going to go through the process and that's what we're assuming.

Okay, thanks everyone.

Thank you. [Operator Instructions] The next question comes from the line of Upal Rana with KeyBanc Capital Markets. Please go ahead.

Great, thank you. Just a couple on

This is Mark. So the units were, they were in operating units, as Chris said, they're relatively new. Most of them are somewhere in the five year old range. The equipment will do surveys. As Brian said, it's a fluid up, it's a fluid situation. But they are ready to continue to operate in their current state or just transfer over to an operator and get back in operations pretty quickly.

Okay, great, thank you. And then on the other five locations that you have with

So Upal, it's Brian. I think we're operating under the assumption, utilizing those facts that are in the public domain. So we're assuming that those five will remain with

Okay, great. And then in your prepared remarks, you guys talked about some moderation on the cap rates from the 8.3% that you experienced in 2024, given the large transactions that were weighted in there. But given where the 10 year is at today, how much moderation do you think could occur? Or maybe it's less so than maybe than you last thought.

I would just point you to. So last year was the 83 that we talked about. If you look at the pipeline, the 85 that we're now up to, I think that's in the upper seven range. So if you want to use that as what's good for a modest amount of compression, we tend to agree with you, given where the tenure is, that there's not too much appetite here at Getty to see cap rates compress much more meaningfully beyond that and again, we're being a direct sale leaseback player. Right. It's our job to go out and underwrite and find opportunities that fit for our portfolio and that we can price and finance accretively.

Okay, great. Thank you.

Thank you. We have a follow up question from the line of Mitch Germain with Citizens JMP. Please go ahead.

Thanks. I just want to circle back to

Yes. And so, and again, I'll emphasize, Mitch, we're really not, we don't want to be evasive here, but we have live discussions and we just don't want to put any expectations out in the public domain about what specifically we expect to recover and how long we expect to be down. But you can imagine in these situations, again, there's a range, right? We could release them earlier and take larger rent haircuts, right? We could have longer periods of downtime in an effort to recapture more rent. Again, as we noted, they could theoretically stay with

Great. Thank you. I appreciate you guys.

Thank you.

Thank you. Ladies and gentlemen. As there are no further questions, I would now like to hand the conference over to Christopher Constant for closing comments.

Thank you, operator. And thank you everyone for joining us this morning for our call. We look forward to continuing to grow at Getty and look forward to getting back on with everybody when we report our first quarter of 2025 results at the end of April.