Good morning, everyone, and welcome to Getty Realty's Earnings Conference Call for the Third Quarter Of 2020. This call is being recorded. Prior to starting the call, Joshua Dicker, Executive Vice President, General Counsel and Secretary of the company, will read a Safe Harbor statement and provide information about our 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 Third Quarter Earnings Conference Call. Yesterday afternoon the company released its financial results for the quarter ended September 30, 2020. The Form 8-K and earnings release are available in the Investor Relations section of our Web site 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, events, and uncertainties that could cause the actual results to differ materially from those described in the forward-looking statements.

Examples of forward-looking statements include our 2020 guidance, and may also include statements made by management in their remarks and in response to questions, including regarding the company's response to the COVID-19 pandemic, future company operations, future financial performance, and the company's acquisition or redevelopment plans 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, 2019, our subsequent quarterly reports filed on Form 10-K, and other filings made with the SEC for a more detailed discussion of the risks and other factors that could cause the actual results to differ materially from those expressed or implied in any forward-looking statements that are 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.

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 call for the third quarter ended 2020. With Josh and me on the call today are Mark Olear, our Chief Operating Officer; and Danion Fielding, our Chief Financial Officer.

Similar to prior quarters in 2020, we will provide an update on our business in the context of the ongoing COVID-19 pandemic, and also provide our quarterly review of our portfolio and financial statements.

Regarding COVID-19, I am pleased to report that our third quarter results are further evidence of the stability of our triple-net lease rents and growth platform. Our portfolio of convenience stores, gas stations, and other automotive assets produced another strong quarter of rent collections, operating performance, and growth at Getty.

I am especially proud of our company as we achieved our results during a difficult time for the overall U.S. economy and related challenges to many aspects of the retail real estate sector. The entire Getty team is working hard to continue what has been a very strong year for our company.

We are proud of our accomplishments year-to-date, and expect to continue executing on all of our initiatives for the remainder of 2020. Turning to our results, we benefited from the stability of our triple-net lease rents and our active and accretive acquisition program.

As a result, our third quarter revenues from rental properties increased by more than 4% to $37.2 million, and our AFFO per share by more than 9% to $0.47 per share. The success of our acquisition strategy year-to-date has been a key contributor to our earnings growth, including transactions that closed just after the third quarter ended.

Getty has acquired 32 properties for approximately $140 million so far this year. These high-quality assets are located in numerous markets across the country, and include portfolios of both convenience and gas assets as well as carwashes.

While the COVID-19 pandemic caused disruptions in transaction activity across the commercial real estate sector, Getty has been able to maintain momentum and close on several opportunities which we had underwritten earlier in the year.

In addition, as Mark will mention, we completed a redevelopment project with 7/11 in the Dallas-Fort Worth MSA for a remodeled convenience and gas location, brining our total number of completed projects to 18 since the inception of our redevelopments. Let me now share some additional details on Getty's performance during the pandemic.

For the third quarter, the performance of the convenience and gas and other automotive asset classes in general, and our portfolio more specifically, was strong.

Our collections have continued to improve, and in the quarter we collected 98% of our rent and mortgage payments, and agreed to a small number of short-term deferrals for rent and mortgage payments. Perhaps more importantly, we received substantially all of the deferred rent and mortgage payments which were due to be repaid during the third quarter.

Looking ahead to the fourth quarter, as of today, our collections rate currently remains at 98% for the month of October, and we are continuing to collect substantially all the COVID-related rent and mortgage deferrals that were due to be repaid this month.

Although uncertainty remains regarding the forward impact of COVID-19 to the broader economy, we are encouraged by the strength exhibited by our tenants and assets since the beginning of the pandemic. We are continuing to be vigilant in monitoring the health of our tenants as we believe the severity of the COVID-19 pandemic on the U.S.

economy will continue to impact consumer and retail activity generally, and therefore could negatively affect Getty's rent collections and financial results. The operating environment for our tenants remain stressed as many tenants continue to adjust their operations to reflect ongoing health and safety challenges.

Despite these challenges, most of our properties and tenants have performed well during this difficult time. Nationally, fuel volumes continue to recover and are now down 17% year-over-year, compared to the 50% decline we saw at the height of the pandemic's impact during the second quarter.

In addition, fuel margins remain elevated on a national basis from comparable periods in 2019, meaning that on average operators are making more money on a cents-per-gallon basis.

The net impact of fuel gross profit remains highly regional, with certain of our tenants experiencing year-over-year declines and others reporting increases in annual fuel gross profit.

The convenience store side of the business has generally performed well across the board during the pandemic, with the majority of our tenants reporting that results are slightly ahead of are prior year's performance.

To touch on our balance sheet and liquidity position, we ended the quarter with $58 million of cash on hand, and $190 million of availability on our revolving credit facility, with some of the cash on hand being used to fund acquisitions we have already closed during the fourth quarter.

We believe we have sufficient access to capital at this point in time to execute on our business plan. Turning to our dividend, given our performance, I am pleased to report that our Board approved an increase of 5.4%, to $0.39 per share quarterly dividend. This represents the seventh straight year with the dividend increase.

Our Board believes this annual increase is appropriate as it maintains a stable payout ratio and is tied to the company's growth over the past year.

Looking ahead, while the situation remains fluid, we are continuing to effectively navigate this uncertain environment, and believe that our execution of our strategy objectives over the last several years, the essential nature of our tenant businesses, the net lease structure of our leases, and our stable balance sheet all position us well.

Furthermore, we believe there will continue to be opportunities for Getty to grow its business.

We are confident that our targeted investment strategy, which focuses on the largely internet-resistant, service-oriented convenience and other automotive sectors across metropolitan markets in this country, will continue to create value for our shareholders over the long term.

We remain committed to an active approach in managing our portfolio of net leased assets, expanding our portfolio through acquisitions, and selective redevelopment projects. We are confident in our ability to continue to successfully execute on our strategic objectives over the long term.

This approach and focus on these critical components should result in driving additional shareholder value as we move through the remainder of 2020 and beyond. Before turning the call to Mark, let me just address our recently announced executive transition. Danion Fielding, our CFO is going to be leaving the Getty team for personal reasons.

I would like to thank Danion for his dedication to Getty over the last four plus years. Danion led his team and the company's finances and was the key part of Getty's success. We expect that Danion will leave Getty before yearend, and we wish his family and him well in his future endeavors.

The search is underway and we anticipate a smooth transition of the CFO role. With that, I'll turn the call over to Mark Olear to discuss our portfolio and investment activities..

Thank you, Chris. In terms of our investment activities for the third quarter and first two weeks of October, we were very active in the transaction market. Going to quarter, we invested $36.1 million for the acquisition of nine properties.

Subsequent to the end of the quarter, we invested an additional $36.6 million for the acquisition of eight properties. A majority of our complete acquisition during the third quarter comes from the acquisition lease back transaction it a subsidiary of Go Car Wash.

The properties acquired are subject to a unitary triple net lease with a 15-year base term and multiple renewal options. These properties are located within the San Antonio MSA. Properties we acquired have an average life size of 2 acres and average tunnel length of more than 160 feet.

Both of which we believe enhance the quality and diversity of our portfolio. We invested $28 million closing and expect to generate a cash yield that is in line with line with our historic acquisition cap rate range. Additionally, we closed on the acquisition of two newly constructed car wash locations in North Carolina and Ohio.

The site is subjected to a 15-year triple net lease with Zips Car Wash. Getty's aggregate initial cash yield on our second quarter acquisitions was 7.2%. Subsequent to the quarter end, we completed a sale leaseback with five sole sale one of the leading independent convenience store operators in the Southern United States.

In the transaction, Getty acquired six properties for $28.6 million. The properties acquired are subject to the unitary triple net lease with a 15-year base term and multiple renewal options. The properties are located throughout the state of Texas.

The properties we acquired have an average life size of 2.7 acres and an average store size in excess of 5,300 square feet which reflect that the assets we acquired have all the attributes of today's modern full service convenience stores. Our initial cash yield is in line with our historical acquisition cap rate range.

We also closed on the acquisition of two car wash locations in Kansas City and San Antonio MSA. The sites were added to our 15-year triple net lease with Go Car Wash. We remain highly committed to growing our portfolio and the convenience gas sector as well as our other auto-related categories including car washes and automotive service centers.

While the COVID-19 pandemic continues to impact the overall transaction market, business conditions for our target asset classes have stabilized, and we are seeing an increase in the transaction activity in the marketplace. As a result, we expect that we'll remain active in the underwriting and acquiring and inquiring assets.

Getty will remain committed to its core principles of acquiring high quality role stake and partnering with strong tenants and our target asset classes. Moving to our redevelopment platform, for the quarter, we invested approximately $0.6 million in both completed projects and sites which are in progress.

In the third quarter, we returned one redevelopment project back to our net lease portfolios. Specifically in July, a project was returned to the portfolio in the Dallas-Fort Worth MSA, where we released a site through 7-11 to a state-of-the-art convenience and gas location.

Our total investment in this project is $0.8 million, and we expect to generate a return on our investment of 18%.

In terms of redevelopment leasing, we ended the quarter with 12 signed leases which includes seven active projects and five signed leases on properties, which are currently subject to triple net leases, but which have not yet been recaptured from the current tenants. All of these projects are continuing to advance through redevelopment process.

Again, I note that due to the impact of the COVID-19 pandemic, we continue to experience delays in certain of our projects as contractors, suppliers and municipalities deal with restrictions on business and regulatory activities, social distancing requirements and other impediments to normal function.

In total, we have invested approximately $1.5 million in 12 redevelopment projects in our pipeline. We expect to have one additional rent commencement in Q4 2020.

From a capital investment perspective, we expect that these 12 projects will require total investments by Getty of $7.9 million and will generate incremental returns to the company in excess of where we could have invested these funds in the acquisition market today.

For more detailed information on the redevelopment pipeline, please refer to Page 15 of our investor presentation, which can be found on our Web site.

We remain committed to optimizing our portfolio and continue to anticipate redevelopment opportunities over the next five years, possibly involving between 5% and 10% of our current portfolio with targeted un-levered redevelopment program yields of greater than 10%.

Turning to dispositions, we sold one non-core property during the third quarter, realizing the proceeds of approximately $0.2 million. We also exited one property, which we previously leased from a third-party landlord.

As we look ahead, we will continue to selectively dispose the properties where we have made a determination that the property is no longer competitive at the C&G location and does not have redevelopment potential.

As a result of our activity, we ended the quarter with 939 net lease properties, seven active redevelopment sites and eight vacant properties. Our weighted average lease term is approximately 10 years, and our overall occupancy, excluding active redevelopments, increased to 99.2%. With that, I'll turn the call over to Danion..

Thank you, Mark. For the third quarter, our total revenues were $37.9 million, an increase of 4% over the prior year's quarter and our rental income, which excludes tenant reimbursements and interest on notes and mortgages receivable also grew 5.3% to $31.9 million.

Our growth and rental income continues to be driven by rent escalators in our leases, plus additional rent from recently completed acquisitions and redevelopment projects.

During the third quarter of 2020, we've benefited from a reduction in both property costs and environmental expenses, offset by an increase in general and administrative expenses due to increases in employee-related expenses and legal and other professional fees.

For more information on specific expense movements, please refer to yesterday afternoon's earnings release. Our FFO for the quarter was $20.8 million or $0.48 per share, as compared to $19.1 million, or $0.46 per share for the prior year's quarter. Our AFFO for the quarter was $20.2 million as compared to $18.1 million in the prior year's quarter.

On a per share basis, our AFFO was $0.47, up 9%, and $0.43 in the prior year. Turning to the balance sheet and capital markets activities, we ended the third quarter 2020 with $560 million of total borrowings, which includes $110 million under our credit agreement, and $450 million of long-term fixed rate debt.

Our weighted average borrowing cost is 4.3%, the weighted average maturity of our debt is 4.5 years with 80% of our debt being fixed rate, and our earliest debt maturity remains at $100 million Series A, which matures in February 2021.

We are in the process of refinancing this upcoming debt maturity, and we'll provide an update at the appropriate time. As of today, we have $190 million of un-drawn capacity on our revolving credit facility, which can be used to fund operations or for growth over the near to medium term.

At quarter end, our debt to total capitalization stood at 34%, our debt to total asset value was 41% and our net debt to EBITDA ratio was 4.9 times. Additionally, we utilized our ATM program in the quarter and efficiently raised permanent capital.

For the quarter, we raised $27 million at an average price of $29.41 per share, which helped to fund our growth and maintain our low leverage profile. We still have $40 million available to us under our existing at-the-market program.

As we look ahead and think about our capital needs, we remain committed to maintaining a well-laddered and flexible capital structure. Our environmental liability ended the quarter at $49 million, down $1.7 million for the year. For the quarter, the company's net environmental remediation spending was approximately $1.4 million.

While our tenants in Getty have faired well so far through the COVID-19 pandemic, uncertainty persists with the risk of possible reimplementation of shelter-in-place restrictions and the [technical difficulty] economy and businesses.

We withdrew our 2020 AFFO per share guidance range in conjunction with our first quarter 2020 results, and given the continued uncertainty related to the COVID-19 pandemic, we are not reinstating the guidance at this time. With that, I will turn the call back over to Chris..

Thank you, Danion. With that, I'll ask the Operator to open the call for questions..

And at this time we will be conducting a question-and-answer session. [Operator Instructions] Our first question is from Todd Thomas with KeyBanc Capital Markets. Please proceed with your question..

Hi, thanks. Good morning..

Good morning, Todd..

Good morning. In terms of acquisition, so it sounded like some of the deal flow in the third quarter and in October was attributable to deals that you were pursuing sort of pre-COVID.

Were there any changes in the prices paid today compared to the pre-COVID pricing that you were negotiating, and then can you just talk about pricing for new investments more broadly and how that's trending..

Yes, I'll answer both those with one statement, which is our view with both what's been closed and what we're underwriting is there really hasn't been too much of a change in the range of the cap rates that we're offering tenant expectations, et cetera.

If anything, the sector has performed quite well, right, results were very strong; balance sheets in our sector remain fairly strong. So we don't see a whole lot of change around the cap rate environment for our types of assets..

Okay, and can you describe what the acquisition pipeline looks like today, and maybe can you discuss whether you expect to have any additional closings by year-end, and sort of how big the pipeline is really heading into 2021?.

Yes, we really don't typically provide that level of forward expectation.

What I could say is the team is continuing to underwrite, we have a series of opportunities, both one-off and multi-property in the pipeline, and as I said in my remarks, I think we feel very confident that we're going to continue to execute on all of our strategies, and one of those is continuing to acquire attractive assets both in the C&G sector and in Other Automotive asset classes..

Okay, and just lastly in terms of the balance sheet, can you just provide an update on sort of the timing and any pricing expectations that you have today on the February -- the Series A notes.

Yes, I mean we're, as Danion mentioned in his remarks, we are in the middle of working through a refinancing of the upcoming February 21 debt maturity, and again, we certainly expect that to be a pretty positive event for the company, but again, I'm not prepared to offer sort of any level of pricing or coupon today..

Okay, thank you..

And our next question is from John Massocca with Ladenburg Thalmann. Please proceed with your question..

Good morning..

Hi, John..

So, maybe touching on acquisitions again, I mean as we think about that other automotive bucket, which is kind of in a lot of carwashes in recent quarters versus kind of more the traditional C-store investment, how big is the cap rate spread between those, if at all? I mean I'm just thinking, are cap rates on C-stores kind of trading significantly inside of carwashes or is it kind of right on top of each other?.

Yes, and one of the reasons we like the Other Automotive extension is pricing is fairly consistent between C&G and some of the other automotive buckets. So while I think there are small variations, it's not a significant gap..

Okay, and then with the deal that was closed subsequent to quarter-end, I'm sorry, I missed the tenant, and maybe kind of how did that deal come to the team?.

So the tenant is Fikes Wholesale, they operate their C-stores under the brand CEFCO, C-E-F-C-O, and they're a -- they probably have 200 locations across the Southern United States. We have an existing relationship with the management team there.

They've certainly been an operator who has been growing organically, right, and who has from time to time used sales leaseback to kind of right-size their balance sheet, and they've really -- they've been redeveloping on their own balance sheet, and then kind of reloading for the next tranche..

Okay, understood, and then maybe shifting gears a little bit, with the August announcement about the settlement around MTBE with State of New Jersey, how could potential future settlements potentially impact the kind of environmental obligation that's on the balance sheet, and just thinking due to the dynamic between what's kind of this uncertain obligation and kind of certain obligation, just could some of that excess uncertain obligation go away as more kind of losses related to environmental contamination are settled?.

Well, so the remediation obligations, which are the -- which is the $49 million on our balance sheet, that that is separate from our environmental litigation matters. So the -- I'll answer your question about litigation, right. Getty wants to get out of the environmental litigation business.

These litigation matters that are on -- in our filings and in our disclosure all stem from the time when Getty was an operator, pre becoming a REIT, and we have been working hard to settle and resolve all the litigations that are out there, and we expect to ultimately get there as a company, and this settlement is from a case that's been out there for a very long time, and it's fully reserved on our balance sheet, and part of our strategy to move on from some of the legacy issues that we deal with as a company here..

Okay, and then so I guess broadly speaking how much is reserved for any other outstanding kind of legacy litigation, and maybe where is that flowing through?.

Well, it's accrued as a liability on our balance sheet, right, and we take additional accruals it flows through the P&L, and I think at quarter end, Danion may have the exact number, but I think it's 17.8.

Was what was on our balance sheet?.

Yes, it's 17.9, Chris..

Okay..

Okay, that's it for me. Thank you all very much..

Thanks, John..

[Operator Instructions] And our next question is from Nikita Bely with JP Morgan. Please proceed with your question..

Hi, good morning, guys.

Can you talk a little bit about what's happening with the rent coverage at the store level and economics there? Obviously your collections have been very good, but do you see at all profits being squeezed by tenants? I know you mentioned, Chris, that the gas stations are coming back but still not fully back to pre-COVID levels.

Can you talk a little bit about that?.

Yes, so our coverage, we published our investor presentation this morning. Our coverage on a trailing 12 months was 2.7. That is a very strong number for Getty. It's actually an increase from what was published last quarter.

The primary driver behind that was the rolling off of a relatively challenged quarter in the middle of 2019, but what you see there is, as I mentioned in my remarks, the C-store part of the business is actually up year-over-year, and depending on where our tenants operate, the effect of the higher fuel margin has offset most, if not all of the reduction in volume, and so, the gas side of the business, again highly regional.

In certain markets, it's certainly off a little bit, but in other markets, it's actually higher than where it was going into 2020. Really it's a very strong, almost historically strong and stable margin environment for many of our tenants today, which is driving that increasing coverage for Getty..

Got you.

What about the deal flow? This has been very good for you 3Q and post 4Q, is there anything behind that deal flow, is it something that we're working on for a while, and just the timing happened so, or do you actually see more activity on the side, and also who are the competitors, have they changed between the last six to nine months -- [multiple speakers].

There are three questions in there.

The first question was what's been driving the kind of recurring deal flow? I think two things there, if you'd go all the way back to the end of last year, right, we had a really busy fourth quarter of '19, a really busy first quarter of 2020, kind of pre-COVID, and we've had a number of opportunities, which we were working on.

Many of those opportunities were just put on hold as operators and transactions normally were kind of assessing the damage in the context of COVID.

Those opportunities all came back, and that's what you see closing in this quarter, and so far in the fourth quarter, but one of our goals as a team is to be more consistent, be a constant acquirer out in the markets, both in the C&G market and other automotive market, and I think you're seeing some of those efforts start to pay off at Getty.

And then, your second question is competition, I think we're certainly seeing a lot of competition from our repeaters, other institutional real estate investors, the 1031 market is still very strong, given the interest rate environment. So, I don't think there's been any decrease in competition, either pre or post-COVID..

But what about the sales today, are those any different today than pre-COVID, and have you also not front, are you seeing any distress in the market?.

I wouldn't use the word, "Distress." I think what I would say is having access to capital is certainly at the forefront of many of our tenant's minds. If you're a public or a larger operator, you certainly have more access to capital than if you're a small regional operator.

Some of our opportunities that we've closed this year are tenants or operators that have a lot of real estate on our balance sheet, and we're able to monetize that, right, to free up capital for other areas of our business, and that's a trend that we have been saying for a while that we think will continue, and I think COVID probably accelerated that..

Got you, and maybe one last question for Danion; Danion you've managed the balance sheet very well over time, and the company has been very in conservative position, do you think on a longer term basis, there's opportunity for Getty to maybe take off the leverage a bit to do a little bit more deals, how do you see the balance sheet from now on?.

Nice question, Nikita. We've been very consistent in articulating that we feel our leverage in a conservative manner, and we've indicated that our net debt will be within a range of 4.5 to 5.5 times. As you know, today we're currently at 4.9 times.

The way we knew that it provides us capacity to do acquisitions as we pursue our growth, we don't really see as a mechanism to increase leverage for financial engineering purposes. So, we will continue to manage the balance sheet in that conservative way to maintain that strength and flexibility on a go-forward basis..

Thank you, Danion..

And at this time we have no further questions, I would like to return to Mr. Constant for any closure or further remarks..

Thank you, Operator. Thank you everyone for your interest in Getty. We look forward to getting back in front of everybody when we report our year-end numbers in February, and I appreciate your interest in the company. Thank you. Bye..

This now concludes our conference call. You may disconnect at this time..