Getty Realty Corporation

Good morning and welcome to Getty Realty Third Quarter 2024 earnings call. This call is being recorded. After the presentation, there will be an opportunity to ask questions. 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 on-gap 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 and operating results for the quarter ended September 30, 2024. The form 8K 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 2024 guidance and may include statements made by management, including those regarding the company's future operations, future financial performance, or investment 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 10K for the year end of December 31, 2023, as well as any subsequent findings with the FCC 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 third quarter of 2024. Joining us on the call today are Marco Lear, our Chief Operating Officer, and Brian Dickman, our Chief Financial Officer. I will lead off today's call by summarizing our financial results and quarterly business activities, and we'll also provide commentary on our growth and diversification strategies within the convenience and automotive retail sectors. Mark will then take you through our investment and asset management activities, and Brian will further discuss our financial results and guidance. We had another very productive quarter and continued to demonstrate our ability to execute across all facets of our business. We grew and diversified our portfolio through accretive acquisitions. Our asset management team advanced a number of redevelopment projects and extended two significant unitary leases, and we further solidified our balance sheet and liquidity position through thoughtful capital markets activity. We also raised our full year 2024 earnings guidance, and our board approved another annual dividend increase, our 11th consecutive year raising the dividend. Overall, it was a strong performance from all components of the platform, and I'm excited about how the team is working together to execute our strategy. We remain focused on growing, diversifying, and actively managing our portfolio of convenience and automotive retail assets, and I believe that this quarter was a great representation of our capabilities. Last night, we released earnings. Our results were headlined by a .1% increase in our annualized base rent over the prior year and reported ASFO per share growth of .5% for the quarter and .6% year to date. And as I mentioned, we were able to raise our full year 2024 ASFO per share guidance going into the end of the year. Year to date, the company has invested approximately $148 million at an 8% initial cash yield. Our investment activity continues to reflect the benefits of our differentiated platform, including our deep network of industry relationships and underwriting expertise within the convenience and automotive retail sectors. Consistent with prior years, more than 90% of our investments in 2024 have been direct with tenants versus acquiring existing leases. We think the direct sale leaseback model has several benefits, not the least of which is our ability to cultivate tenant relationships and underwrite site level performance, and we expect to maintain this level of direct transaction activity going forward. We've been able to invest in all four of our primary convenience and automotive retail property types this year, including convenience stores, express tunnel car washes, auto service centers, and drive through QSRs. And we've added five new tenants to the portfolio while expanding our relationships with nine existing taps. Our deal team's efforts have also resulted in a growing investment pipeline. We currently have more than 70 million of assets under contract at a blended cap rate approaching the mid 8% area, and we continue to see a steady flow of opportunities to underwrite and evaluate for potential investment. Our in-place portfolio remains a source of strength for the company. In addition to excellent performance in terms of occupancy, rent collections, and rent coverage, we continue to identify additional redevelopment opportunities embedded in the portfolio and are seeing large unitary lease tenants extend their lease terms and further commit to the sites they operate. With respect to redevelopment, we had our first rent commencement of the year in the third quarter as we completed a new Chipotle restaurant in the Providence, Rhode Island, MSA. Interest from automotive service tenants is driving future redevelopment opportunities, including three new signed leases with a large Take-Five oil franchisee this quarter. We anticipate additional demand from this type of use as it fits well with our geographic footprint and the physical characteristics of many of our legacy locations. During the quarter, we also extended two material unitary leases representing 11% of our ABR and -to-date have extended four unitary leases representing more than 13% of our ABR. Both of these have contributed meaningfully to an increase in our weighted average lease term to more than 10 years. All of this portfolio activity was complemented by a strong quarter of capital raising as we raised more than 245 million of common equity and unsecured debt. In July, we took advantage of our growing investment pipeline and improving investor sentiment to raise of 121 million of common equity through an overnight offering. And recently, we agreed to issue to certain investors 125 million of new senior unsecured notes in a private placement transaction. Combined, this capital will fund our investment pipeline, refinance our only near-term notes maturity, and provide additional growth capital going into 2025. Again, I think this was a very productive quarter for Getty and I'm excited about our platform and how we're executing. Despite lingering uncertainty with respect to the economy in the upcoming election and material Bay-Ask spreads that persist for net lease properties in our sectors, we remain well positioned to create value for our shareholders. Our in-place assets continue to generate reliable and growing rental income. Our balance sheet is in great shape with moderate leverage and significant liquidity and our investment activity is driving additional earnings growth while scaling and diversifying the portfolio. Based on our recent performance and earnings growth expectations, our board approved an increase of .4% in our recurring quarterly dividend to 47 cents per share. This represents the 11th straight year we have grown the dividend alongside our earnings. Our board believes this annual increase is appropriate as it maintains a stable payout ratio and continues to increase Getty's retained cash flow to have more investable capital to meet our growth objectives. Before I turn the call over to Mark, I'll close by noting that we've noticed an uptick in the REIT market's enthusiasm for the convenience and automotive retail sectors that we have been investing in for many years. As we've discussed in the past, these are essential use assets with strong real estate characteristics and an emphasis on speed, convenience and service that resonates with today's consumer, particularly the mobile consumer. These attributes are all elements of our investment thesis and we believe our focused efforts and industry expertise are key differentiating factors for Getty. We look forward to continuing to engage with the investment community on the merits of our strategy as we further grow and diversify our convenience and automotive retail portfolio. With that, I will let Mark discuss our portfolio and investment activities.

Thank you, Chris. As of the end of the quarter, our lease portfolio included 1,104 net lease properties in one active redevelopment site. Excluding the active redevelopment, occupancy was .7% and our weighted average lease term was 10.1 years. Our portfolio spans 42 states plus Washington DC with 59% of our annualized base rent coming from the top 50 MSAs and 75% coming from the top 100 MSAs. Our rents are well covered with a trailing 12-month rent coverage ratio of 2.6 times, which has been consistent over the last four to five years, demonstrating the resiliency of our tenants' businesses despite the macroeconomic volatility we've experienced over that time frame. Turning to our investment activities, Getty invested $30.2 million across 16 properties and an initial cash yield of 8% during the third quarter. The weighted average lease term on acquired assets was 18.4 years. Highlights of this quarter's investments include the acquisition of 10 express tunnel car washes located in various markets across the U.S. for $44.9 million, of which $18.4 million was funded in previous quarters. One new to industry convenience store located in Austin, Texas for $7 million, of which $4.9 million was previously funded, and one newly constructed auto service center located in Washington DC MSA for $1.7 million, of which $1.5 million was previously funded. We also advance incremental development funding in the amount of $1.4 million for the construction of four new to industry express tunnel car washes and auto service centers. These assets are either already owned by the company or are under construction or will be acquired via sale lease back transactions at the end of the project's respective construction periods. After the quarter end, we invested an additional $15.1 million to acquire three convenience stores in the Houston MSA and one auto service center in North Carolina. Overall, we remain very active underwriting potential investments in our core convenience and automotive retail sectors and expect to find opportunities to transact while maintaining the discipline we've shown over the last couple of years as the transaction market reset to reflect rising capital costs. Material bid-ask spreads between buyer and sellers persist, and sellers now point to the Fed's recent cut in commentary to justify substantial reductions in asking cap rates. Our belief is that pricing will be slower to adjust as there's still a fair amount of uncertainty with respect to the rate environment and cap rates never expand to capture the full increase in capital costs borne by institutional investors. That said, our investment activity over the last several years demonstrates that getting source opportunities and our target sectors and cap rates that reflect our view of current market pricing and allow us to deploy capital credibly. As we leverage our relationship-based strategy and prioritize direct business with new and repeat tenants, we remain confident that we'll be able to maintain this creative capital deployment as we move through the remainder of the year into 2025. Moving to our redevelopment platform, we completed one project during the quarter for a new Chipotle Mexican Grill in the Providence, Rhode Island metro area. Our total investment of the project was just more than $2 million and the property is now subject to a long-term triple net lease with Chipotle. In addition, we signed leases for three new redevelopment projects during the quarter and now have a total of five signed leases for redevelopment, all for future auto service centers. Continuing with our asset management efforts, I would like to share additional details about two unitary lease extensions we executed this quarter, which represent more than 11% of our total ABR. TPD Energy, our fifth largest tenant, exercised a renewal option on its unitary lease covering 49 properties in New York and Poughkeepsie MSAs. The lease now has more than 11 years of term running through January 2036 and has two additional renewal options. We also negotiated an amendment to one of our unitary leases with Global Partners, our second largest tenant. We extended the current term of the lease by seven years to August 2034, increased the aggregate ABR due under the lease by $300,000, and reduced the number of properties under the lease from 93 to 70. As part of this transaction, we sold the 23 properties removed from unitary lease to Global for $4.4 million and redeployed these proceeds into new income producing assets. We think this is a great outcome for Getty, which also resulted in 12 legacy and gas repair sites being removed from the portfolio on ABR from legacy and gas repair sites reduced by $825,000. As a result of these lease extensions and others that were extended earlier in the year, plus our 2024 acquisition activity, Getty's portfolio weighted average lease term increased to 10.1 years at quarter end as compared to 8.9 years at the end of 2023. With that, I'll turn the call over to Brian.

Thanks, Mark. Good morning, everyone. Yesterday, we reported AFFO per share of 59 cents for Q3 2024 representing an increase of .5% over Q3 2023. For the nine months ended September 30th, AFFO per share was $1.74 of .6% as compared to the prior year period. A more detailed description of our quarterly and -to-date 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. A couple of other P&L related items that we focus on are annualized base rent or ABR and our G&A expenses. ABR as of September 30th, 2024 was $190 million, an increase of .1% over the $168 million we reported as of September 30th, 2023. While AFFO per share growth remains our primary objective, top line rental growth is a significant part of that and something we've been able to accelerate as we've enhanced our acquisitions platform. With respect to G&A, we typically look at two ratios, total G&A is a percentage of total revenue and G&A excluding stock-based compensation and non-recurring retirement and severance costs, which is the G&A that flows through AFFO and which we look at as a percentage of cash rental income and interest income. For the nine months ended September 30th, 2024, total G&A as a percentage of total revenue was 12.5%, a decrease of 50 base points from the prior year period and AFFO G&A as a percentage of cash rental and interest income was 9.8%, a decrease of 60 base points from the prior year period. We continue to expect G&A dollar amount increases to moderate and G&A ratios to decrease as we scale the company. Moving to some thoughts on the balance sheet and liquidity, as of September 30th, 2024, net debt to EBITDA was five 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. Fixed charge coverage was a healthy 3.8 times as of September 30th. As Chris alluded to in his remarks, we had a busy quarter in the capital markets. In July, we took advantage of our growing investment pipeline and improving equity market conditions to complete a 4 million share overnight offering and raise more than $121 million on a forward basis. And towards the end of the quarter, we agreed to issue $125 million of new unsecured notes to certain investors in a private placement transaction. Proceeds will be used to repay our only near-term notes maturity, which is $50 million that comes due in February 2025, as well as to fund investment activity. We anticipate this track transaction will close during the fourth quarter of this year and fund in the first quarter of 2025. The new notes will include a $50 million tranche priced at .5% and due in September 2029 and a $75 million tranche priced at .7% and due in February 2032. In addition to addressing our upcoming notes maturity and funding investment activity, this transaction also allows us to get a little more efficient with our debt maturity schedule as both tranches will mature at the same time as other existing notes in 2029 and 2032. Our revolving credit facility and term loan also mature in 2025, both in October, although both have extension options that can push the maturities to October 2026. We'll work with our bank partners to evaluate options with respect to both of those facilities and as of today, we don't anticipate any issues recasting the revolver or addressing the term loan upon maturity, whether that's in 2025 or 2026. Our liquidity position at the end of the third quarter was as strong as it's been since I've been at Getty with more than $495 million of available capital, including $132.5 million of unsettled forward equity, $75 million of net new debt financing and $287.5 million of capacity on our unsecured revolving credit facility. We have more than sufficient capital to fund the $65 million of investments we have under contract and to fund additional investment activity beyond that. In general, as we think about capital, we're committed to maintaining our investment grade credit profile, including leverage within our target range and ample liquidity. And we'll evaluate all capital sources to ensure that we meet those objectives as well to ensure that we're funding investment activity in an incredibly manner. And finally, with respect to our earnings guidance as a result of our year to date investment in capital markets activities, we are raising our 2024 AFFO guidance to a range of $2.32 to $2.33 per share for a previous range of $2.30 to $2.32 per share. As a reminder, our guidance includes only transaction and capital markets activity that has occurred to date and does not otherwise assume any acquisitions, dispositions or capital markets activities for the remainder of 2024, including the closing of transactions under contract or the settlement of outstanding forward equity. Primary factors impacting our outlook include variability with respect to certain operating expenses, deal pursued costs and the timing of anticipated demolition costs for redevelopment projects which run through property costs on our P and L. With that, I'll ask the operator to open the call for questions.

Thank you. Ladies and gentlemen, we will now be conducting a question and answer session. If you would like to ask a question, please press star and one on the telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Ladies and gentlemen, we will wait for a moment while we

poll for questions.

The first question is from the line of Joshua Dennerle with Bank of America. Please go ahead.

Hi, good morning. This is Farrell Grana on behalf of Josh. I first just wanted to ask about the transaction market. I know last quarter you were commenting that it was still very tight and there was a large inventory of assets for sale. Would you still characterize the current market like that or have you been seeing a shift in the transaction market? I think we're seeing a shift currently.

I'll start and then the guys can fill

in some details. But my sense is that with some of the news that's come out that there's certainly a sense from the sellers that cap rates should be declining. Our view all along has really been, you know, cap rates should be more inclined with longer term rates. We really haven't seen too much of a shift there. So, you know, from a pricing standpoint, I think we're aware that the market will move. Although we haven't really seen a ton of movement in our pipeline at this point. You can see we've got -to-date activity at the 8 level. Our pipeline is kind of in that mid-8 level. But looking out, I think certainly, you know, the market will start to move as we get into 25. But again, I think we use the word disconnect in our script. I do think there's still a disconnect between buyers and sellers. And obviously, we think we're going to be able to continue to transact the way we have in the past, right, with direct transactions and sale lease facts. But certainly there's a lot of noise in the market around the direction of rates and what that does to cap rates. And time will tell how fast those ultimately move.

Okay, thank you. And I also just wanted to ask about your comment that you made that there's been an increased interest in kind of your area of focus with the convenience and auto services. Are you seeing this become more of a or having larger competition for these assets? And is this impacting at all the deals that you're going after or closing?

Yeah, I think, you know, the comment was really, you know, we've been in around these sectors for a very long time. You know, what we have going for us, right, is these are very large, fragmented sectors where there's been not only a lot of new store growth, but also consolidation. You know, where we really like to position ourselves as experts in these sectors. And we have seen more interest from investors, from other public companies, right, that are looking at our sectors. And I think it makes sense. These are healthy sectors. We've seen growth and consolidation, which creates transaction opportunities. I'll come back to just the way Getty invests, right, which is, you know, direct with tenants, sale lease back transactions, long relationships and a lot of repeat business. And I think, well, sure, there may be more competition or new interest in the sector from other competitors. We feel pretty good about how we be able to transact and what the pipeline looks like and the opportunities we're underwriting to continue to add to the portfolio.

Great. Thank you so much. I appreciate the time.

Thank you. The next question comes from Mitch Jermain with Citizens. Please go ahead.

Good morning. Can you provide a little bit more color around the sale of the properties to global? I mean, were those assets that are with a older skewing? Do they need some capex? Anything, you know, specific that stands out versus the ones that remained in your portfolio?

Yeah, I mean, I think, you know, the global transaction involved a lot of properties, right? Ninety-three properties were in that lease. So I think you need to maybe look at the sale component of that a little bit differently. You know, there were issues around term around rents around with properties. You know, we wanted to remain in our portfolio for a while. So again, a lot of negotiation between Getty and global partners there. I think it's a good outcome for both both parties. You know, Mark made the comment of script that certain of these assets were legacy sites that, you know, maybe didn't have a C store and were tougher right from a long-term perspective and global thought they would be better if they owned those properties. So again, Mitch, a lot of moving pieces. I think it's a good outcome for Getty and also for global and we're happy to have them commit to these properties longer term. And we're obviously happy to maintain our rent at those sites.

And Mitch, I would just add real quick to highlight the benefits of the unitary leases that that we utilize, right? So our tenants have the option upon renewal to renew all or none of the lease rent. So that's sort of the starting point. And, you know, as Chris just went through global had some thoughts about how they may want to refine that portfolio. So that gave us an opportunity to engage with them extract some value if you will around, you know, term and proceeds and some of the other things we went through. But just want to highlight the benefits of those unitary leases and the position, you know, can put Getty in when what tenants are looking to renew.

That's helpful. I know it's, you know, I believe you get a for more than probably about three quarters or so of your leases. You get site level performance. Anything alarming? I probably more on the auto tenants with regards to obviously a little bit of a consumer pullback. Is there anything that stands out or is it just kind of operations as normal there?

You know, across the portfolio at the highest level, you know, that coverage has been around that two six level for the better part of four or five years. Now, if you break apart the detail, you know, I think certain sectors, you know, especially some of our newer car wash assets that we were seeing ramping performance there. Those are actually maybe coverage ratios that are starting to skew to the positive. And within the C store sector, that sector is definitely cyclical. Right? Q1 tends to be the slowest quarter for weather in certain parts of our portfolio. So, we did see an uptick there, but what we've seen that over the last several years spread is people come out of the winter months and get into that spring summer driving season. So, really, really nothing out of the ordinary from a cover standpoint from what we get from our tenants this quarter.

Great. And last one for me, you know, pipeline sort of consistent for the year, give or take up, obviously quarter of a quarter. But, you know, some of the capital raising that you've done seems to really portray a bit of confidence that you guys will, despite the volatility in the market, that you'll be able to source, you know, some of these some deals, you know, coming into 2025. I mean, you know, what gives you confidence that those transactions will be able to transpire that meet your underwriting criteria?

Yeah, if you go back now several years to when we expanded the strategy beyond just the convenience store, you know, if you look quarter to quarter, we've had very steady investment volumes, right? Some quarters, obviously, it spikes up because the nature of sale lease backs as opposed to just buying someone else's leases. But, you know, given that we've been able to execute for the better part of the last four or five years quarter to quarter to quarter, right? When we see capital that can be raised at prices that we think work for our business, we're certainly going to go out and take that risk off the table and give our deal team some power to go out and

grow the business. Great. Great quarter. Thank you. Thank you. Thank you.

The next question is from up Rama with key bank capital markets. Please go ahead.

Very good morning. Thanks for my question. You know, you mentioned the spread continues to be wide and has this improved from earlier this year? And do you think it could improve into twenty twenty five? I know you already touched on this a little bit earlier, but I want to get some additional call in there.

Yes, this is Mark. I mean, there's a lot of a lot of macro economic factors that the that the sell side continues to point to, and those have changed as we progress through the year. So, the bid ask spread is, you know, is still there. But what I'd say is, you know, that's not a really new environment for getting to try and transact and source deals in, you know, you look at our pipeline, the the turn of closings versus the growth in the pipeline. The ability to source deals that that meet our underwriting criteria, both for market, tenant and operational quality, plus, you know, support our investment thesis on our spread on our spread. Efforts again, you know, the bid ask spread is still is still there, but we feel confident we're going to be able to to identify opportunities to transact.

Okay, great. And then, you know, this quarter did see some slight deceleration in cap rates, you know, and based on your prepared remarks, do you expect to see cap rates move down again in for Q based on what you've already closed subsequent to quarter close?

Yeah, if

you look at our

pipeline, we call it the mid eight area, which is actually north of where our year, the activity is. So, I think where you would look out to the closings of those transactions, which should happen over the next three to six months, you actually may see an increase in that cap rate. But, but certainly we're aware that as as the transaction market evolves going into twenty five, whether it's first quarter or mid year, right? That cap rates may make eventually come back

down a little bit. Got it. Thank you. Thank you.

Before we take the next question, a reminder to all participants that you may press star and one to ask a question. The next question is from the line of West holiday with bed. Please go ahead.

Hey, good morning, everyone. I'm just curious if you're looking at any portfolios at

the moment, or just mainly sell these specs. Well, I mean, I think when we talk

to at least back, we're talking about portfolios of assets. So. You know, getting getting will certainly buy individual sites by selling back. We do have about ten percent of our business over the last couple of years, which is actually buying leases. But that's not necessarily our core product. But typically, what we like to do with with any of our given tenants is by a portfolio of properties that we can put into a unitary master lease for all the reasons that Brian articulated earlier in the call. It does have some structural advantages for us.

Okay, and then, I've been in the news, so the potentially looking to exit their stores. Would you have a preference for an existing tenant to be the buyer? Or would you like to have a new relationship into diversification?

Yeah, certainly we've seen the same headlines and we feel pretty good about our portfolios of properties that we have these to our co. You know, it's a, it's a growing and consolidate industry. So we have had certain of our tenants be acquired by other tenants over time, right? Which has led to some some consolidation on our tenant roster. Really, I'd say at this point in time, I don't want to get too far down the line on that because it's only headlines in the news, but it would depend on who the counterparty is and how we feel about their their view of our properties and how strong that that company is as a counterparty

for Getty.

Okay, thanks for the time.

Thank you. As there are no further questions, I would now like to hand the conference over to Chris Constance for closing remarks.

Great. Thank you, operator. I just want to thank everyone for joining us this morning on our third quarter call. We're excited to get back on the phone with everybody in February when we release our Q4 and full year results for the year 2024. So. Thank you very much.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.