What changed in this filing

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Item 1. Financial Statements

2021-04-29 compared with 2020-10-22 · 183 added, 275 removed, 483 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Buildings and improvements

1 unchanged sentence

Less accumulated depreciation and amortization

Real estate held for use, net

Real estate held for sale, net

Real estate, net

33 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from rental properties

7 unchanged sentences

Total operating expenses

Gain (loss) on dispositions of real estate

Gain on dispositions of real estate

Operating income

Other income (expense), net

Other income, net

Interest expense

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Repayments under credit agreement

Proceeds from senior unsecured notes

Payment of debt issuance costs

Payment of finance lease obligations

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Getty Realty Corp.

(together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”) is the leading publicly-traded real estate investment trust (“REIT”) in the United States specializing in the ownership, leasing and financing of convenience store and gasoline station properties.

As of September 30, 2020, we owned 896 properties and leased 58 properties from third-party landlords.

These 954 properties are located in 35 states across the United States and Washington, D.C.

Our tenants operate our properties under a variety of national and regional convenience store, motor fuel, and automotive service and other retail brands.

In addition, we lease approximately 8,900 square feet of office space, which is used for our corporate headquarters.

Our company was originally founded in 1955 and is headquartered in Jericho, New York.

(together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”) is the leading publicly traded real estate investment trust (“REIT”) in the United States specializing in the acquisition, ownership, leasing, financing and redevelopment of convenience stores, gasoline stations and other automotive-related and retail real estate, including express car washes, automotive service centers, automotive parts retailers and select other properties.

Our predecessor was originally founded in 1955 and our common stock was listed on the NYSE in 1997.

As of March 31, 2021, our portfolio included 960 properties located in 35 states and Washington, D.C., and our tenants operated under a variety of national and regional retail brands.

Our company is headquartered in New York, New York and is internally managed by our management team, which has extensive experience acquiring, owning and managing convenience stores, gasoline stations and other automotive-related and retail real estate.

— ACCOUNTING POLICIES

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All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation.

Such reclassifications had no impact on previously reported net earnings.

Unaudited, Interim Consolidated Financial Statements

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Based on the aforementioned considerations, we estimated a credit loss reserve related to these direct financing leases totaling $ 578,000 , which was recognized as a cumulative adjustment to retained earnings and as a reduction of the investment in direct financing leases balance on our consolidated balance sheets on January 1, 2020.

Periods prior to the adoption date that are presented for comparative purposes will not be adjusted.

During the year ended December 31, 2020, we recorded an additional allowance for credit losses of $ 340,000 on our net investments in direct financing leases due to changes in expected economic conditions, which was included within other income in our consolidated statements of operations.

We review our direct financing leases each reporting period to determine whether there were any indicators that the value of our net investments in direct financing leases may be impaired and adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations.

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In addition, we determine whether there has been a permanent decline in the current estimate of the residual value of the property.

There were no indicators for impairments of any of our direct financing leases during the three and nine months ended September 30, 2020 and 2019.

For the three and nine months ended September 30, 2020, we did no t record any additional allowance for credit losses.

There were no indicators for impairments of any of our direct financing leases during the three months ended March 31, 2021 and 2020.

For the three months ended March 31, 2021 we did no t record any additional allowance for credit losses.

When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe that it is probable that the disposition will occur.

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To estimate the historic loan losses relevant to our portfolio, we used our historical loan performance since the launch of our loan origination business in 2013.

Upon adoption of ASU 2016-13 on January 1, 2020, we recorded a credit loss reserve of $ 309,000 , which was recognized as a cumulative adjustment to retained earnings and as a reduction of the aggregate outstanding principal balance of $ 30,855,000 on the notes and mortgages receivable balance on our

consolidated balance sheets on January 1, 2020.

Periods prior to the adoption date that are presented for comparative purposes will not be adjusted.

From time to time, we may originate construction loans for the construction of income-producing properties.

During the nine months ended September 30, 2020, we funded a construction loan in the amount of $ 2.9 million, which was repaid as of September 30, 2020, and we exercised our option to purchase the property .

At September 30, 2020, there were no outstanding balances for construction loans.

Our construction loans generally provide for funding only during the construction phase, which is typically up to nine months, although our policy is to consider construction periods as long as 24 months.

Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the project.

In addition, during the year ended December 31, 2020, we recorded an additional allowance for credit losses of $ 28,000 on these notes and mortgages receivable due to changes in expected economic conditions, which was included within other income in our consolidated statements of operations.

There were no indicators for impairments related to our notes and mortgages receivable during the three months ended March 31, 2021 and 2020.

For the three months ended March 31, 2021, we did no t record any additional allowance for credit losses.

From time to time, we may originate construction loans for the construction of income-producing properties, which we expect to purchase via sale-leaseback transactions at the end of the construction period.

During the three months ended March 31, 2021, we funded, and had outstanding as of March 31, 2021, such construction loans in the amount of $ 8,395,000 , including accrued interest.

Our construction loans generally provide for funding only during the construction period, which is typically up to nine months, although our policy is to consider construction periods as long as 24 months.

Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the projects.

We also review and inspect each property before disbursement of funds during the term of the construction loan.

At the end of the construction phase, the construction loan will be repaid with the proceeds from the sale of the property.

We have the option to purchase the property at the end of the construction period.

There were no indicators for impairments related to our notes and mortgages receivable during the three and nine months ended September 30, 2020 and 2019.

For the three and nine months ended September 30, 2020, we did no t record any additional allowance for credit losses.

At the end of the construction period, the construction loans will be repaid with the proceeds from the sale of the properties.

Revenue Recognition and Deferred Rent Receivable

On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“Topic 606”) using the modified retrospective method applying it to any open contracts as of January 1, 2018.

The new guidance provides a unified model to determine how revenue is recognized.

To determine the proper amount of revenue to be recognized, we perform the following steps:

(i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied.

Our primary source of revenue consists of revenue from rental properties and tenant reimbursements that is derived from leasing arrangements, which is specifically excluded from the standard, and thus had no material impact on our consolidated financial statements or notes to our consolidated financial statements as of September 30, 2020.

Lease payments from operating leases are recognized on a straight-line basis over the term of the leases.

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The FASB staff provides two ways to account for those deferrals:

Two of those methods are:

Account for the concessions as if no changes to the lease contract were made.

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Account for the deferred payments as variable lease payments.

We elected to treat lease concessions with option (1) above for the quarter ended September 30, 2020.

We elected to treat lease concessions with option (1) above for the quarter ended March 31, 2021.

The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases.

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Assets held for disposal are written down to fair value less estimated disposition costs.

We recorded impairment charges aggregating $ 1,325,000 and $ 2,863,000 for the three and nine months ended September 30, 2020, respectively, and $ 928,000 and $ 2,400,000 for the three and nine months ended September 30, 2019, respectively.

Our estimated fair values, as they relate to property carrying values, were primarily based upon (i) estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids, for which we do not have access to the unobservable inputs used to determine these estimated fair values, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence (this method was used to determine $ 933,000 of impairments recognized during the nine months ended September 30, 2020) and (ii) discounted cash flow models (this method was used to determine $ 117,000 of impairments recognized during the nine months ended September 30, 2020).

During the nine months ended September 30, 2020, we recorded $ 1,813,000 of impairments due to the accumulation of asset retirement costs as a result of changes in estimates associated with our estimated environmental liabilities which increased the carrying values of certain properties in excess of their fair values.

For the nine months ended September 30, 2020 and 2019, impairment charges aggregating $ 601,000 and $ 610,000 , respectively, were related to properties that were previously disposed of by us.

We recorded impairment charges aggregating $ 776,000 for the three months ended March 31, 2021 and $ 1,031,000 for the three months ended March 31, 2020.

Our estimated fair values, as they relate to property carrying values, were primarily based upon (i) estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids, for which we do not have access to the unobservable inputs used to determine these estimated fair values, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence (this method was used to determine $ 43,000 of impairments recognized during the three months ended March 31, 2021) and (ii) discounted cash flow models (this method was used to determine $ 0 of impairments recognized during the three months ended March 31, 2021).

In addition, during the three months ended March 31, 2021, we recorded $ 733,000 of impairments due to the accumulation of asset retirement costs at certain properties as a result of changes in estimates associated with our estimated environmental liabilities, which increased the carrying values of these properties in excess of their fair values.

For the three months ended March 31, 2021 and 2020, impairment charges aggregating $ 335,000 and $ 206,000 , respectively, were related to properties that were previously disposed of by us.

The estimated fair value of real estate is based on the price that would be received from the sale of the property in an orderly transaction between market participants at the measurement date.

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The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability.

The accrued liability is net of estimated

recoveries from state underground storage tank (“UST”) remediation funds considering estimated recovery rates developed from prior experience with the funds.

The accrued liability is net of estimated recoveries from state underground storage tank (“UST”) remediation funds considering estimated recovery rates developed from prior experience with the funds.

Net environmental liabilities are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value.

We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations.

We and our subsidiaries file a consolidated federal income tax return.

We file a federal income tax return on which we consolidate our tax items and the tax items of our subsidiaries that are pass-through entities.

Effective January 1, 2001, we elected to qualify, and believe that we are operating so as to qualify, as a REIT for federal income tax purposes.

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New Accounting Pronouncements

On June 16, 2016, the FASB issued ASU 2016-13 to amend the accounting for credit losses for certain financial instruments.

Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses.

ASU 2016-13 applies to financial assets measured at amortized cost and certain other instruments, including notes and mortgages receivable and net investments in direct financing leases.

This standard does not apply to receivables arising from operating leases, which are within the scope of Topic 842.

ASU 2016-13 became effective for us and was adopted on January 1, 2020 and required a modified retrospective approach through a cumulative-effect adjustment to retained earnings.

We recorded a credit loss reserve related to our direct financing leases totaling $ 578,000 , which was recognized as a cumulative adjustment to retained earnings and as a reduction of the investment in direct financing leases balance on our consolidated balance sheets on January 1, 2020.

In addition, we recorded a credit loss reserve of $ 309,000 related to our notes and mortgages receivable balance , which was recognized as a cumulative adjustment to retained earnings.

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”).

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The guidance in ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.

In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to above ASU to clarify certain optional expedients in Topic 848.

We are currently evaluating the impact the adoption of ASU 2020-04 will have on our consolidated financial statements.

As of September 30, 2020, we owned 896 properties and leased 58 properties from third-party landlords.

As of March 31, 2021, we owned 902 properties and leased 58 properties from third-party landlords.

These 960 properties are located in 35 states across the United States and Washington, D.C.

Substantially all of our properties are leased on a triple-net basis primarily to petroleum distributors, convenience store retailers and, to a lesser extent, automotive service and other retail operators.

Generally, our tenants supply fuel and either operate our properties directly or sublet our properties to operators who operate their convenience stores, gasoline stations, automotive service or other retail businesses at our properties.

Substantially all of our properties are leased on a triple-net basis to convenience store retailers, petroleum distributors and other automotive-related and retail tenants.

Our tenants either operate their businesses at our properties directly or sublet our properties and supply fuel to third parties who operate the convenience store and gasoline station businesses.

Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced.

For additional information regarding environmental obligations, see Note 6 – Environmental Obligations.

Substantially all of our tenants’ financial results depend on the sale of refined petroleum products, convenience store sales or rental income from their subtenants.

A majority of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products, and/or rental income from their subtenants.

As a result, our tenants’ financial results are highly dependent on the performance of the petroleum marketing industry, which is highly competitive and subject to volatility.

During the terms of our leases, we monitor the credit quality of our triple-net lease tenants by reviewing their published credit rating, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements which are delivered to us pursuant to applicable lease agreements, monitoring news reports regarding our tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.

We adopted ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) as of January 1, 2019 .

ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets.

Under ASU 2016-02, lessor accounting will remain similar to lessor accounting under previous GAAP, while aligning with the FASB’s new revenue recognition guidance.

For leases in which we are the lessor, we are (i) retaining classification of our historical leases as we are not required to reassess classification upon adoption of the new standard , (ii) expensing indirect leasing costs in connection with new or extended tenant leases, the recognition of which would have been deferred under prior accounting guidance and (iii) aggregating revenue from our lease components and non-lease components (comprised of tenant reimbursements) into revenue from rental properties.

Revenues from rental properties were $ 37,194,000 and $ 108,180,000 for the three and nine months ended September 30, 2020, respectively, and $ 35,692,000 and $ 102,539,000 for three and nine months ended September 30, 2019, respectively.

Rental income contractually due from our tenants included in revenues from rental properties was $ 32,015,000 and $ 95,193,000 for the three and nine months ended September 30, 2020, respectively, and $ 30,149,000 and $ 88,735,000 for three and nine months ended September 30, 2019, respectively.

Pursuant to ASU 2016-02, for leases in which we are the lessor, we (i) retained the classification of our historical leases as we were not required to reassess classification upon adoption of the new standard , (ii) expense indirect leasing costs in connection with new or extended tenant leases, the recognition of which would have been deferred under prior accounting guidance and (iii) aggregate revenue from our lease components and non-lease components (comprised of tenant reimbursements) into revenue from rental properties.

Revenues from rental properties were $ 36,951,000 and $ 34,650,000 for the three months ended March 31, 2021 and 2020, respectively.

Rental income contractually due from our tenants included in revenues from rental properties was $ 33,539,000 and $ 31,393,000 for the three months ended March 31, 2021 and 2020, respectively.

In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due during the periods presented.

As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, the net amortization of above-market and below-market leases, rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties and the amortization of deferred lease incentives (the “Revenue Recognition Adjustments”).

Revenue Recognition Adjustments included in revenues from rental properties was a charge of $ 151,000 and $ 306,000 for the three and nine months ended September 30, 2020, respectively, and income of $ 185,000 and $ 799,000 for the three and nine months ended September 30, 2019, respectively.

Tenant reimbursements, which are included in revenues from rental properties and which consist of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $ 5,330,000 and $ 13,293,000 for the three and nine months ended September 30, 2020, respectively, and $ 5,358,000 and $ 13,005,000 for three and nine months ended September 30, 2019, respectively.

We incurred $ 270,000 and $ 171,000 of lease origination costs for the nine months ended September 30, 2020 and 2019, respectively.

This deferred expense is recognized on a straight-line basis as amortization expense in our consolidated statements of operations over the terms of the various leases.

The components of the $ 78,700,000 investment in direct financing leases as of September 30, 2020, are lease payments receivable of $ 116,572,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 51,222,000 and $ 578,000 allowance for credit losses.

The components of the $ 82,366,000 investment in direct financing leases as of December 31, 2019, are lease payments receivable of $ 126,412,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 57,974,000 .

We recorded a credit loss reserve related to these direct financing leases totaling $ 578,000 , which was recognized as a cumulative adjustment to retained earnings and as a reduction of the investment in direct financing leases balance on our consolidated balance sheets on January 1, 2020.

As of September 30, 2020, future contractual annual rentals receivable from our tenants, which have terms in excess of one year are as follows (in thousands):

Revenue Recognition Adjustments included in revenues from rental properties resulted in a reduction in revenue of $ 343,000 and $ 69,000 for the three months ended March 31, 2021 and 2020, respectively.

Tenant reimbursements, which are included in revenues from rental properties and which consist of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $ 3,756,000 and $ 3,326,000 for the three months ended March 31, 2021 and 2020, respectively .

The components of the $ 76,094,000 investment in direct financing leases as of March 31, 2021, are lease payments receivable of $ 109,946,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 46,862,000 and $ 918,000 allowance for credit losses.

The components of the $ 77,238,000 investment in direct financing leases as of December 31, 2020, are lease payments receivable of $ 113,256,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $49,028,000 and $ 918,000 allowance for credit losses.

Of the $918,000 aggregate credit loss reserve related to these direct financing leases, $ 578,000 was recognized as a cumulative adjustment to retained earnings and as a reduction of the investment in direct financing leases balance on our consolidated balance sheets on January 1, 2020.

As of March 31, 2021, future contractual annual rentals receivable from our tenants, which have terms in excess of one year are as follows (in thousands):

Financing Leases

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ASU 2016-02 did not have a material impact on our consolidated balance sheets or on our consolidated statements of operations.

The most significant

impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for financ e leases remained substantially unchanged.

The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.

The following presents the lease-related assets and liabilities (in thousands):

September 30,

Right-of-use assets – operating

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Three Months Ended

September 30, 2020

Nine Months Ended

September 30, 2020

March 31, 2021

Operating lease cost

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Three Months Ended

September 30, 2020

Nine Months Ended

September 30, 2020

March 31, 2021

Cash paid for amounts included in the measurement of lease liabilities

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Financing cash flows for finance leases

As of September 30, 2020, scheduled lease liabilities mature as follows (in thousands) :

As of March 31, 2021, scheduled lease liabilities mature as follows (in thousands) :

Financing Leases

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Major Tenants

As of September 30, 2020, we had three significant tenants by revenue:

As of March 31, 2021, we had four significant tenants by revenue:

We leased 150 convenience store and gasoline station properties in three separate unitary leases and two stand-alone leases to subsidiaries of Global Partners LP (NYSE:

GLP) (“Global”).

In the aggregate, our leases with subsidiaries of Global represented 16 % and 18 % of our total revenues for the nine months ended September 30, 2020 and 2019, respectively.

In the aggregate, our leases with subsidiaries of Global represented 15 % of our total revenues for the three months ended March 31, 2021 and 2020.

All of our unitary leases with subsidiaries of Global are guaranteed by the parent company.

We leased 129 convenience store and gasoline station properties in four separate unitary leases to subsidiaries of ARKO Corp .

ARKO) (“Arko”).

In the aggregate, our leases with subsidiaries of Arko represented 15 % of our total revenues for each of the three months ended March 31, 2021 and 2020, respectively.

All of our unitary leases with subsidiaries of Arko are guaranteed by the parent company.

We leased 77 convenience store and gasoline station properties pursuant to three separate unitary leases to Apro, LLC (d/b/a “United Oil”).

In the aggregate, our leases with United Oil represented 12 % and 13 % of our total revenues for the nine months ended September 30, 2020 and 2019, respectively.

In the aggregate, our leases with United Oil represented 12 % and 13 % of our total revenues for the three months ended March 31, 2021 and 2020, respectively.

We leased 74 convenience store and gasoline station properties pursuant to two separate unitary leases to subsidiaries of Chestnut Petroleum Dist., Inc.

(“Chestnut”).

In the aggregate, our leases with subsidiaries of Chestnut represented 10 % and 11 % of our total revenues for the nine months ended September 30, 2020 and 2019, respectively.

In the aggregate, our leases with subsidiaries of Chestnut represented 9 % and 11 % of our total revenues for the three months ended March 31, 2021 and 2020, respectively.

The largest of these unitary leases, covering 56 of our properties, is guaranteed by the parent company, its principals and numerous Chestnut affiliates.

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Getty Petroleum Marketing Inc.

(“Marketing”) was our largest tenant from 1997 until 2012 under a unitary triple-net master lease that was terminated in April 2012 as a consequence of Marketing’s bankruptcy, at which time we either sold or released these properties.

As of September 30, 2020, 357 of the properties we own or lease were previously leased to Marketing, of which 317 properties are subject to long-term triple-net leases with petroleum distributors in 14 separate property portfolios and 30 properties are leased as single unit triple-net leases.

The leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years.

Rent is scheduled to increase at varying intervals during both the initial and renewal terms of the leases.

As of March 31, 2021, 350 of the properties we own or lease were previously leased to Marketing, of which 317 properties are subject to long-term triple-net leases with petroleum distributors across 14 separate portfolios and 26 properties are leased as single unit triple-net leases.

The portfolio leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years.

Rent is scheduled to increase at varying intervals during both the initial and renewal terms of these leases.

Several of the leases provide for additional rent based on the aggregate volume of fuel sold.

In addition, the majority of the leases require the tenants to invest capital in our properties, substantially all of which is related to the replacement of USTs that are owned by our tenants.

As of September 30, 2020, we have a remaining commitment to fund up to $ 6,895,000 in the aggregate with our tenants for our portion of such capital improvements.

In addition, the majority of the portfolio leases require the tenants to invest capital in our properties, substantially all of which is related to the replacement of USTs that are owned by our tenants.

As of March 31, 2021, we have a remaining commitment to fund up to $ 6,772,000 in the aggregate with our tenants for our portion of such capital improvements.

Our commitment provides us with the option to either reimburse our tenants or to offset rent when these capital expenditures are made.

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We remain contingently liable for this obligation in the event that our tenants do not satisfy their responsibilities.

Accordingly, through September 30, 2020, we removed $ 13,813,000 of asset retirement obligations and $ 10,808,000 of net asset retirement costs related to USTs from our balance sheet.

Accordingly, through March 31, 2021, we removed $ 13,813,000 of asset retirement obligations and $ 10,808,000 of net asset retirement costs related to USTs from our balance sheet.

The cumulative change of $ 1,264,000 (net of accumulated amortization of $ 1,741,000 ) is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases.

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Legal Proceedings

We are subject to various legal proceedings and claims which arise in the ordinary course of our business.

As of September 30, 2020 and December 31, 2019, we had accrued $ 17,860,000 and $ 17,820,000 , respectively, for certain of these matters which we believe were appropriate based on information then currently available.

We are involved in various legal proceedings and claims which arise in the ordinary course of our business.

As of March 31, 2021 and December 31, 2020, we had accrued $ 4,275,000 for certain of these matters which we believe were appropriate based on information then currently available.

We are unable to estimate ranges in excess of the amount accrued with any certainty for these matters.

It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental litigation accruals.

Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) litigations in the states of New Jersey, Pennsylvania and Maryland, and our lawsuit with the State of New York pertaining to a property formerly owned by us in Uniondale, New York, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) litigations in the states of Pennsylvania and Maryland, and our lawsuit with the State of New York pertaining to a property formerly owned by us in Uniondale, New York, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River

In September 2003, we received a directive (the “Directive”) issued by the New Jersey Department of Environmental Protection (“NJDEP”) under the New Jersey Spill Compensation and Control Act.

The Directive indicated that we are one of approximately 66 potentially responsible parties (“PRPs”) for alleged natural resource damages resulting from the discharges of hazardous substances along the Lower Passaic River (the “Lower Passaic River”).

The Directive provides, among other things, that the named recipients must conduct an assessment of the natural resources that have been injured by discharges into the Lower Passaic River and must implement interim compensatory restoration for the injured natural resources.

The NJDEP alleges that our liability arises from alleged discharges originating from our former Newark, New Jersey Terminal site (which we sold in October 2013).

We responded to the Directive by asserting that we are not liable.

In 2005, the NJDEP initiated litigation in the Superior Court of Essex County against Occidental Chemical Corporation (“Occidental”), Tierra Solutions, Inc.

(“Tierra”), Maxus Energy Corporation (“Maxus”), Repsol YPF, S.A., YPF, S.A., YPF Holdings, Inc.

and CLH Holdings, Inc.

as former owners, operators and/or affiliates of the Diamond Shamrock Corporation facility located at 80 Lister Avenue in Newark, New Jersey in the matter of the NJDEP et al.

Occidental Chemical Corp.

et al., alleging these entities are responsible for the discharge of 2,3,8,8-TCDD (“dioxin”) and other hazardous substances from the Lister facility.

The Defendants asserted third-party claims against over 300 third-party defendants, including us, seeking contribution or cost recovery for the claims asserted by the NJDEP.

On December 12, 2013, the NJDEP entered into a consent judgment resolving the NJDEP’s claims against all third-party defendants, and releasing third-party defendants for any obligation to comply with the terms of the Directive and for future natural resource damage claims that may be brought by the State of New Jersey to the extent such claims do not exceed 20 % of the aggregate funds paid by the third-party defendants in settlement of the state court litigation.

Subject to this reservation of rights by the NJDEP, the demands made by the NJDEP pursuant to the Directive, as they apply to us, are resolved.

In 2004, the United States Environmental Protection Agency (“EPA”) issued General Notice Letters (“GNL”) to over 100 entities, including us, alleging that they are PRPs at the Diamond Alkali Superfund Site, which includes a 17-mile stretch of the Lower Passaic River.

In May 2007, over 70 GNL recipients, including us, entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the 17-mile stretch of the Lower Passaic River, which is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the Lower Passaic River.

Most of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”).

The CPG agreed to an interim allocation formula for purposes of allocating the costs to complete the RI/FS among its members, with the understanding that this interim allocation formula is not binding on the parties in terms of any potential liability for the costs to remediate the Lower Passaic River.

The CPG submitted to the EPA its draft RI/FS in 2015, which sets forth various alternatives for remediating the 17-mile stretch of the Lower Passaic River.

In October 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9-miles of the Lower Passaic River based on an iterative approach using adaptive management strategies.

On August 12, 2019, the CPG submitted a draft Interim Remedy Feasibility Study to the EPA which identifies various targeted dredge and cap alternatives, which the EPA is still evaluating.

In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the Lower Passaic River have proceeded as follows.

In 2004, the United States Environmental Protection Agency (“EPA”) issued General Notice Letters (“GNL”) to over 100 entities, including us, alleging that they are PRPs at the Diamond Alkali Superfund Site (“Superfund Site”), which includes the former Diamond Shamrock Corporation manufacturing facility located at 80-120 Lister Ave.

in Newark, New Jersey and a 17-mile stretch of the Passaic River from Dundee Dam to the Newark Bay and its tributaries (the Lower Passaic River Study Area or “LPRSA”).

In May 2007, over 70 GNL recipients, including us, entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the LPRSA, which is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the LPRSA.

Many of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”).

The CPG submitted to the EPA its draft RI/FS in 2015, which sets forth various alternatives for remediating the entire 17 miles of the LPRSA.

In October 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for just the upper 9-miles of the LPRSA based on an iterative approach using adaptive management strategies.

On December 4, 2020, The CPG submitted a Final Draft Interim Remedy Feasibility Study (“IR/FS”) to the EPA which identifies various targeted dredge and cap alternatives for the upper 9-miles of the

On December 11, 2020, EPA conditionally approved the CPG’s IR/FS for the upper 9-miles of the LPRSA, which recognizes that interim actions and adaptive management may be appropriate before deciding a final remedy.

It is anticipated that EPA will issue a proposed plan for an interim remedy for the upper 9-miles, which will be published for public comment.

Subject to EPA’s response to any comments and/or objections received, it is anticipated that EPA will issue a Record of Decision (“ROD”) for an interim remedy for the upper 9-mile portion of the LPRSA in 2021 (“Upper 9-mile IR ROD”).

In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the LPRSA have proceeded as follows.

First, in June 2012, certain members of the CPG entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) with the EPA to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing.

The EPA also issued a Unilateral Order to Occidental directing Occidental to participate and contribute to the cost of the river mile 10.9 work.

Concurrent with the CPG’s work on the RI/FS, on April 11, 2014, the EPA issued a draft Focused Feasibility Study (“FFS”) with proposed remedial alternatives to remediate the lower 8-miles of the 17-mile stretch of the Lower Passaic River.

The FFS was subject to public comments and objections, and on March 4, 2016, the EPA issued its Record of Decision (“ROD”) for the lower 8-miles selecting a remedy that involves bank-to-bank dredging and installing an engineered cap with an estimated cost of $ 1,380,000,000 .

On March 31, 2016, we and more than 100 other PRPs received from the EPA a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”), which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental (who the EPA considers the primary contributor of dioxin and other pesticides in the Lower Passaic River generated from the production of Agent Orange at its Diamond Alkali Company plant and a discharger of other contaminants of concern (“COCs”) to the Lower Passaic River), for remedial design of the remedy selected in the ROD, after which the EPA plans to begin negotiations with “major” PRPs for implementation and/or payment of the selected remedy.

The Notice also stated that the EPA believes that some of the PRPs and other parties not yet identified as will be eligible for a cash out settlement with the EPA.

On September 30, 2016, Occidental entered into an agreement with the EPA to perform the remedial design for the remedy selected for the lower 8-miles of the Lower Passaic River.

The EPA also issued a Unilateral Order to Occidental Chemical Corporation (“Occidental”), the former owner/operator of the Diamond Shamrock Corporation facility responsible for the discharge of 2,3,8,8-TCDD (“dioxin”) and other hazardous substances from the Lister facility.

The Order directed Occidental to participate and contribute to the cost of the river mile 10.9 work.

The FFS was subject to public comments and objections and, on March 4, 2016, the EPA issued a ROD for the lower 8-miles (“Lower 8-mile ROD”) selecting a remedy that involves bank-to-bank dredging and installing an engineered cap with an estimated cost of $ 1,380,000,000 .

On March 31, 2016, we and more than 100 other PRPs received from the EPA a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”), which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental (who the EPA considers the primary contributor of dioxin and other pesticides generated from the production of Agent Orange at its Diamond Shamrock Corporation facility and a discharger of other contaminants of concern (“COCs”) to the Superfund Site for remedial design of the remedy selected in the Lower 8-mile ROD, after which the EPA plans to begin negotiations with “major” PRPs for implementation and/or payment of the selected remedy.

The Notice also stated that the EPA believes that some of the PRPs and other parties not yet identified will be eligible for a cash out settlement with the EPA.

On September 30, 2016, Occidental entered into an agreement with the EPA to perform the remedial design for the Lower 8-mile ROD.

In December 2019, Occidental submitted a report to the EPA on the progress of the remedial design work, which is still ongoing.

Occidental has asserted that it is entitled to indemnification by Maxus and Tierra for its liability in connection with the Diamond Alkali Superfund Site.

Occidental has asserted that it is entitled to indemnification by Maxus Energy Corporation (“Maxus”) and Tierra Solutions, Inc.

(“Tierra”) for its liability in connection with the Site.

Occidental has also asserted that Maxus and Tierra’s parent company, YPF, S.A.

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Bankruptcy Code.

In the Chapter 11 proceedings, YPF sought bankruptcy approval of a settlement under which YPF would pay $ 130,000,000 to the bankruptcy estate in exchange for a release in favor of Maxus, Tierra, YPF and YPF’s affiliates of Maxus and

Tierra’s contractual environmental liability to Occidental.

We and the CPG filed proofs of claims in the Maxus/Tierra bankruptcy proceedings for costs incurred by the CPG relating to the Lower Passaic River .

In July 2017, an amended Chapter 11 plan of liquidation became effective and, in connection therewith, Maxus/Tierra and certain other parties, including us, entered into a mutual contribution release agreement pertaining to certain past costs, but not future remedy costs .

By letter dated March 30, 2017, the EPA advised the recipients of the Notice that it would be entering into cash out settlements with 20 PRPs to resolve their alleged liability for the lower 8-mile remedial action that is the subject of the ROD, who the EPA stated did not discharge any of the eight hazardous substances identified as a COC in the ROD.

In July 2017, an amended Chapter 11 plan of liquidation became effective and, in connection therewith, Maxus and Tierra entered into a mutual contribution release agreement with certain parties, including us, pertaining to certain past costs, but not future remedy costs.

By letter dated March 30, 2017, the EPA advised the recipients of the Notice that it would be entering into cash out settlements with 20 PRPs to resolve their alleged liability for the remedial actions addressed in the Lower 8-mile ROD, who the EPA stated did not discharge any of the eight hazardous substances identified as a COC in the ROD.

The letter also stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the COCs posing the greatest risk to the river) may also be eligible for cash out settlements, and that the EPA would begin a process for identifying other PRPs for negotiation of similar cash out settlements.

We were not included in the initial group of 20 parties identified by the EPA for cash out settlements.

In January 2018, the EPA published a notice of its intent to enter into a final settlement agreement with 15 of the identified 20 parties to resolve their respective alleged liability for the ROD work, each for a payment to the EPA in the amount of $ 280,600 .

In August 2017, the EPA appointed an independent third party allocation expert to conduct allocation proceedings with most of the remaining recipients of the Notice, which is anticipated to lead to additional offers of cash out settlements to certain additional parties and/or a consent decree in which parties that are not offered a cash out settlement will agree to perform the lower 8-mile remedial action.

The allocation proceedings, which we are participating in, were scheduled to conclude by mid-2019, but have been extended and are still ongoing.

On June 30, 2018, Occidental filed a complaint in the United States District Court for the District of New Jersey seeking cost recovery and contribution under the Comprehensive Environmental Response, Compensation, and Liability Act for its alleged expenses with respect to the investigation, design, and anticipated implementation of the remedy for the lower 8-miles of the Passaic River.

The complaint lists over 120 defendants, including us, many of who were also named in the NJDEP’s 2003 Directive and the EPA’s 2016 Notice.

We were not included in the initial group of 20 parties identified by the EPA for cash out settlements, but we believe we meet EPA’s criteria for a cash out settlement and should be considered for same in any future discussions.

In January 2018, the EPA published a notice of its intent to enter into a final settlement agreement with 15 of the initial group of parties to resolve their respective alleged liability for the Lower 8-mile ROD work, each for a payment to the EPA in the amount of $ 280,600 .

In August 2017, the EPA appointed an independent third-party allocation expert to conduct allocation proceedings with most of the remaining recipients of the Notice, which is anticipated to lead to additional offers of cash out settlements to certain additional parties and/or a consent decree in which parties that are not offered a cash out settlement will agree to perform the Lower 8-mile ROD remedial action.

The allocation proceedings, which we are participating in, are still ongoing.

The complaint lists over 120 defendants, including us, many of whom were also named in the EPA’s 2016 Notice.

Factual discovery is ongoing, and we are defending the claims consistent with our defenses in the related proceedings.

Many uncertainties remain regarding how the EPA intends to implement the ROD.

We anticipate that performance of the EPA’s selected remedy will be subject to future negotiation, potential enforcement proceedings and/or possible litigation.

The RI/FS, AOC, 10.9 AOC and Notice do not obligate us to fund or perform any remedial action contemplated by either the ROD or RI/FS and do not resolve liability issues for remedial work or the restoration of or compensation for alleged natural resource damages to the Lower Passaic River, which are not known at this time.

Based on currently known facts and circumstances, we do not believe that this matter is reasonably likely to have a material impact on our results of operations, including, among other factors, because we do not believe that there was any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and because there are numerous other parties who will likely bear any costs of remediation and/or damages.

However, our ultimate liability, if any, in the pending and possible future proceedings pertaining to the Lower Passaic River, and/or one or more adverse determinations related to this matter, are uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

Therefore, it is possible that the ultimate liability resulting from this matter and the impact on our results of operations could be material.

MTBE Litigation – State of New Jersey

We are defending against a lawsuit brought by various governmental agencies of the State of New Jersey, including the NJDEP, alleging various theories of liability due to contamination of groundwater with MTBE involving multiple locations throughout the State of New Jersey (the “New Jersey MDL Proceedings”).

The complaint names as defendants approximately 50 petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE.

The State of New Jersey is seeking reimbursement of significant clean-up and remediation costs arising out of the alleged release of MTBE containing gasoline in the State of New Jersey and is asserting various natural resource damage claims as well as liability against the owners and operators of gasoline station properties from which the releases occurred.

The majority of the named defendants have already settled their cases with the State of New Jersey.

A portion of the case (“bellwether” trials) has been transferred to the United States District Court for the District of New Jersey for pre-trial proceedings and trial, although a trial date has not yet been set.

We have agreed to settle the New Jersey MDL Proceedings in accordance with the terms of a proposed Judicial Consent Order (“JCO”), which includes payment by us of $ 13,500,000 in exchange for satisfaction and release of claims made against it by various parties including the NJDEP.

The JCO was subject to a 60 -day public comment period which expired on October 5, 2020, without comment by interested parties or members of the public.

Provided that no other objections are raised by the remaining defendants in the New Jersey MDL Proceedings, we expect that the JCO will be filed with the United States District Court for the Southern District of New York for its approval.

The amount of the settlement payment proposed to be made by us as set forth in the JCO has previously been fully accrued by us as a litigation reserve for the New Jersey MDL Proceedings, however, until the JCO is approved by the New York Federal District Court, it remains possible that our losses related to the New Jersey MDL Proceedings could exceed the amounts so accrued.

Many uncertainties remain regarding the anticipated interim remedy selection for the Upper 9-mile IR ROD and how the EPA intends to implement either the Upper 9-mile IR ROD and/or the Lower 8-mile ROD work, including whether EPA will designate certain PRPs as work parties and/or if EPA will identify PRPs for future cash-out settlement negotiations for the Upper 9-mile IR ROD, the Lower 8-mile ROD work or both.

Further, none of the above referenced AOCs and RODs relating to the LPRSA obligate us to fund or perform any remedial action contemplated for the LPRSA and do not resolve liability issues for remedial work or the restoration of or compensation for alleged natural resource damages to the LPRSA, which are not known at this time.

Therefore, we anticipate that performance of the EPA’s selected remedies for the LPRSA will be subject to future negotiation, potential enforcement proceedings and/or possible litigation.

Based on currently known facts and circumstances, including, among other factors, anticipated allocations, our belief that there was not any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and because there are numerous other parties who will likely bear the costs of remediation and/or damages, the Company does not believe that resolution of this matter as relates to the Company is reasonably likely to have a material impact on our results of operations.

Nevertheless, our ultimate liability in the pending and possible future proceedings pertaining to the LPRSA remains uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

Therefore, it is possible that our ultimate liability resulting from this matter and the impact on our results of operations could be material.

MTBE Litigation – State of Pennsylvania

On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County relating to alleged statewide MTBE contamination in Pennsylvania.

The complaint names us and more than 50 other defendants, including petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE.

The named plaintiffs are the State, by and through (then) Pennsylvania Attorney General Kathleen G.

Kane (as Trustee of the waters of the State), the Pennsylvania Insurance Department (which governs and administers the Underground Storage Tank Indemnification Fund), the Pennsylvania Department of Environmental Protection (vested with the authority to protect the environment) and the Pennsylvania Underground Storage Tank Indemnification Fund.

The complaint names us and more than 50 other petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE who are alleged to have distributed, stored and sold MTBE gasoline in Pennsylvania.

The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and acts in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater.

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Uniondale, New York Litigation

In September 2004, the State of New York commenced an action against us, United Gas Corp., Costa Gas Station, Inc., Vincent Costa, Sharon Irni, The Ingraham Bedell Corporation, Richard Berger and Exxon Mobil Corporation in New York Supreme Court in Albany County seeking recovery for reimbursement of investigation and remediation costs claimed to have been incurred by the New York Environmental Protection and Spill Compensation Fund relating to contamination it alleges emanated from various gasoline station properties located in the same vicinity in Uniondale, New York, including a site formerly owned by us and at which a petroleum release and cleanup occurred.

In September 2004, the State of New York commenced an action against us, United Gas Corp., Costa Gas Station, Inc., Vincent Costa, Sharon Irni, The Ingraham Bedell Corporation, Richard Berger and Exxon Mobil in New York Supreme Court in Albany County seeking recovery for reimbursement of investigation and remediation costs claimed to have been incurred by the New York Environmental Protection and Spill Compensation Fund relating to contamination it alleges emanated from various gasoline station properties located in the same vicinity in Uniondale, New York, including a site formerly owned by us and at which a petroleum

release and cleanup occurred.

The complaint also seeks future costs for remediation, as well as interest and penalties.

We have served an answer to the complaint denying responsibility.

In 2007, the State of New York commenced action against Shell Oil Company, Shell Oil Products Company, Motiva Enterprises, LLC, and related parties, in the New York Supreme Court, Albany County seeking basically the same relief sought in the action involving us.

We have also filed a third-party complaint against Hess Corporation, Sprague Operating Resources LLC (successor to RAD Energy Corp.), Service Station Installation of NY, Inc., and certain individual defendants based on alleged contribution to the contamination that is the subject of the State of New York’s claims arising from a petroleum discharge at a gasoline station up-gradient from the site formerly owned by us.

We served an answer to the complaint denying responsibility.

In 2007, the State of New York commenced action against Shell, Motiva, and related parties, in the New York Supreme Court, Albany County seeking basically the same relief sought in the action involving us.

We also filed a third-party complaint against Hess, Sprague Operating Resources LLC (successor to RAD Energy Corp.), Service Station Installation of NY, Inc., and certain individual defendants based on alleged contribution to the contamination that is the subject of the State’s claims arising from a petroleum discharge at a gasoline station up-gradient from the site formerly owned by us.

In 2016, the various actions filed by the State of New York and our third-party actions were consolidated for discovery proceedings and trial.

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We are unable to estimate the possible loss or range of loss in excess of the amount we have accrued for this lawsuit.

It is possible that losses related to this case could exceed the amounts accrued, as of September 30, 2020, which could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

It is possible that losses related to this case could exceed the amounts accrued, as of March 31, 2021 , which could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

The amounts outstanding under our Restated Credit Agreement and our senior unsecured notes are as follows (in thousands):

Interest Rate

September 30,

Unsecured Revolving Credit Facility

Series A Notes

February 2021

Series B Notes

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September 2029

Series I Notes

November 2030

Series J Notes

November 2030

Series K Notes

November 2030

Unamortized debt issuance costs, net (a)

Total debt, net

Unamortized debt issuance costs, related to the Revolving Facility, at September 30, 2020 and December 31, 2019, of $ 1,355 and $ 2,014 , respectively, are included in prepaid expenses and other assets on our consolidated balance sheets .

Unamortized debt issuance costs, related to the Revolving Facility, at March 31, 2021 and December 31, 2020, of $ 915 and $ 1,135 , respectively, are included in prepaid expenses and other assets on our consolidated balance sheets .

Credit Agreement

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Pursuant to the Restated Credit Agreement, we (a) increased the borrowing capacity under the Revolving Facility from $ 175,000,000 to $ 250,000,000 , (b) extended the maturity date of the Revolving Facility from June 2018 to March 2022 , (c) extended the maturity date of the Term Loan from June 2020 to March 2023 and (d) amended certain financial covenants and provisions.

Subject to the terms of the Restated Credit Agreement and our continued compliance with its provisions, we have the option to (a) extend the term of the Revolving Facility for one additional year to March 2023 and (b) request that the lenders approve an increase of up to $ 300,000,000 in the amount of the Revolving Facility and/or the Term Loan to $ 600,000,000 in the aggregate.

The Restated Credit Agreement incurs interest and fees at various rates based on our total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The Revolving Facility permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.50 % to 1.30 % or a LIBOR rate plus a margin of 1.50 % to 2.30 %.

The annual commitment fee on the undrawn funds under the Revolving Facility is 0.15 % to 0.25 %.

The Term Loan prior to its repayment pursuant to a subsequent amendment to the Restated Credit Agreement bore interest at a rate equal to the sum of a base rate plus a margin of 0.45 % to 1.25 % or a LIBOR rate plus a margin of 1.45 % to 2.25 %.

On September 19, 2018, we entered into an amendment (the “First Amendment”) of our Restated Credit Agreement.

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The Second Amendment modifies the Restated Credit Agreement to, among other things, (a) increase our borrowing capacity under the Revolving Facility from $ 250,000,000 to $ 300,000,000 and (b) decrease lender commitments under the Term Loan to $ 0 .

The Restated Credit Agreement incurs interest and fees at various rates based on our total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The Revolving Facility permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.50 % to 1.30 % or a LIBOR rate plus a margin of 1.50 % to 2.30 %.

The annual commitment fee on the undrawn funds under the Revolving Facility is 0.15 % to 0.25 %.

On December 14, 2020, we used a portion of the net proceeds from the Series I Notes, Series J Notes and Series K Notes (each as described below) to repay $ 75,000,000 of borrowings outstanding under our Restated Credit Agreement.

Senior Unsecured Notes

On September 12, 2019 , we entered into a fourth amended and restated note purchase and guarantee agreement (the “Fourth Restated Prudential Note Purchase Agreement”) amending and restating our existing senior note purchase agreement with Prudential and certain of its affiliates.

Pursuant to the Fourth Restated Prudential Note Purchase Agreement, we agreed that our (a) 6.0 % Series A Guaranteed Senior Notes due February 25, 2021 , in the original aggregate principal amount of $ 100,000,000 (the “Series A Notes”), (b) 5.35 % Series B Guaranteed Senior Notes due June 2, 2023 , in the original aggregate principal amount of $ 75,000,000 (the “Series B Notes”), (c) 4.75 % Series C Guaranteed Senior Notes due February 25, 2025 , in the aggregate principal amount of

$ 50,000,000 (the “Series C Notes”) and (d) 5 .

47 % Series D Guaranteed Senior Notes due June 2 1 , 202 8 , in the aggregate principal amount of $ 50,000,000 (the “Series D Notes” ) that were outstanding under the existing senior note purchase agreement would continue to remain outstanding under the Fourth Restated Prudential Note Purchase Agreement and we authorized and issued our 3.52 % Series F Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 50,000,000 (the “Series F Notes” and, together with the Series A Notes , Series B Notes , Series C Notes and Series D Notes , the “Notes”).

The Fourth Restated Prudential Note Purchase Agreement does not provide for scheduled reductions in the principal balance of the Notes prior to their respective maturities.

On December 4, 2020 , we entered into a fifth amended and restated note purchase and guarantee agreement (the “Fifth Amended and Restated Prudential Agreement”) with Prudential and certain of its affiliates amending and restating our existing fourth amended and restated note purchase agreement.

Pursuant to the Fifth Amended and Restated Prudential Agreement, we agreed that our (a) 6.0 % Series A Guaranteed Senior Notes due February 25, 2021 , in the original aggregate principal amount of $ 100,000,000 (the “Series A Notes”), (b) 5.35 % Series B Guaranteed Senior Notes due June 2, 2023 , in the original aggregate principal amount of $ 75,000,000 (the “Series B Notes”), (c) 4.75 % Series C Guaranteed Senior Notes due February 25, 2025 , in the aggregate principal amount of $ 50,000,000 (the “Series C Notes”) and (d) 5.47 % Series D Guaranteed Senior Notes due June 21, 2028 , in the aggregate principal amount of $ 50,000,000 (the “Series D Notes”) and (e) 3.52 % Series F Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 50,000,000 (the “Series F Notes”) that were outstanding under the existing fourth restated prudential note purchase agreement would continue to remain outstanding under the Fifth Amended and Restated Prudential Agreement and we authorized and issued our 3.43 % Series I Guaranteed Senior Notes due November 25, 2030 , in the aggregate principal amount of $ 100,000,000 (the “Series I Notes” and, together with the Series A Notes, Series B Notes, Series C Notes, Series D Notes and Series F Notes, the “Notes”).

On December 4, 2020 , we completed the early redemption of our 6.0 % Series A Notes due February 25, 2021 , in the original aggregate principal amount of $ 100,000,000 .

As a result of the early redemption, we recognized a $ 1,233,000 loss on extinguishment of debt on our consolidated statement of operations for the year ended December 31, 2020.

The Fifth Amended and Restated Prudential Agreement does not provide for scheduled reductions in the principal balance of the Series I Notes, or any of our previously issued Series B Notes, Series C Notes, Series D Notes, or Series F Notes prior to their respective maturities.

On June 21, 2018 , we entered into a note purchase and guarantee agreement (the “MetLife Note Purchase Agreement”) with MetLife and certain of its affiliates.

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The MetLife Note Purchase Agreement does not provide for scheduled reductions in the principal balance of the Series E Notes prior to their maturity.

On September 12, 2019, we entered into a note purchase and guarantee agreement (the “AIG Note Purchase Agreement”) with American General Life Insurance Company.

Pursuant to the AIG Note Purchase Agreement, we authorized and issued our 3.52 % Series G Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 50,000,000 (the “Series G Notes”).

The AIG Note Purchase Agreement does not provide for scheduled reductions in the principal balance of the Series G Notes prior to their maturity.

On September 12, 2019, we entered into a note purchase and guarantee agreement (the “MassMutual Note Purchase Agreement”) with Massachusetts Mutual Life Insurance Company and certain of its affiliates.

Pursuant to the MassMutual Note Purchase Agreement, we authorized and issued our 3.52 % Series H Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 25,000,000 (the “Series H Notes”).

The MassMutual Note Purchase Agreement does not provide for scheduled reductions in the principal balance of the Series H Notes prior to their maturity.

On December 4, 2020, we entered into a first amendment to note purchase and guarantee agreement (the “First Amended and Restated AIG Agreement”) with American General Life Insurance Company amending and restating our existing note purchase and guarantee agreement.

Pursuant to the First Amended and Restated AIG Agreement, we agreed that our 3.52 % Series G Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 50,000,000 (the “Series G Notes”) that were outstanding under the existing note purchase and guarantee agreement would continue to remain outstanding under the First Amended and Restated AIG Agreement and we authorized and issued our $ 50,000,000 of 3.43 % Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”) to AIG.

The First Amended and Restated AIG Agreement does not provide for scheduled reductions in the principal balance of the Series J Notes or any of our previously issued Series G Notes prior to their respective maturities.

On December 4, 2020, we entered into a first amended and restated note purchase and guarantee agreement (the “First Amended and Restated MassMutual Agreement”) amending and restating our existing note purchase and guarantee agreement.

Pursuant to the First Amended and Restated MassMutual Agreement, we agreed that our 3.52 % Series H Guaranteed Senior Notes due September 12, 2029 , in the aggregate principal amount of $ 25,000,000 (the “Series H Notes”) that were outstanding under the existing note purchase and guarantee agreement would continue to remain outstanding under the First Amended and Restated MassMutual Agreement and we authorized and issued our $ 25,000,000 of 3.43 % Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”) to MassMutual.

The First Amended and Restated MassMutual Agreement does not provide for scheduled reductions in the principal balance of the Series K or any of our previously issued Series H Notes prior to their respective maturities.

We used the net proceeds from the issuance of the Series I Notes, Series J Notes and Series K Notes to prepay in full our Series A Notes due February 25, 2021 , and repay $ 75,000,000 of borrowings outstanding under our Restated Credit Agreement.

The Notes, the Series E Notes, the Series G Notes, the Series H Notes, the Series I Notes, the Series J Notes and, the Series K Notes, respectively issued thereunder, are collectively referred to as the “senior unsecured notes.”

The Restated Credit Agreement and our senior unsecured notes contain customary financial covenants such as leverage, coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends.

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We may be prohibited from drawing funds under the Revolving Facility if there is any event or condition that constitutes an event of default under the Restated Credit Agreement or that, with the giving of any notice, the passage of time, or both, would be an event of default under the Restated Credit Agreement.

As of September 30, 2020, we are in compliance with all of the material terms of the Restated Credit Agreement and our senior unsecured notes, including the various financial covenants described herein.

As of March 31, 2021, we are in compliance with all of the material terms of the Restated Credit Agreement and our senior unsecured notes, including the various financial covenants described herein.

Debt Maturities

As of September 30, 2020, scheduled debt maturities, including balloon payments, are as follows (in thousands):

As of March 31, 2021, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Unsecured Notes

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We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation (using a range of 2.0 % to 2.75 %), and then discount them to present value (using a range of 4.0 % to 7.0 %).

We adjust our

environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter.

As of September 30, 2020 , we had accrued a total of $ 49,024,000 for our prospective environmental remediation obligations.

We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter.

As of March 31, 2021, we had accrued a total of $ 48,722,000 for our prospective environmental remediation obligations.

This accrual consisted of (a) $ 12,378,000 , which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries and (b) $ 36,344,000 for future environmental liabilities related to preexisting unknown contamination.

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This accrual consisted of (a) $ 11,718,000 , which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries and (b) $ 36,366,000 for future environmental liabilities related to preexisting unknown contamination.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $ 1,375,000 and $ 1,507,000 of net accretion expense was recorded for the nine months ended September 30, 2020 and 2019, respectively, which is included in environmental expenses.

In addition, during the nine months ended September 30, 2020 and 2019, we recorded credits to environmental expenses aggregating $ 2,089,000 and $ 855,000 , respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $ 461,000 and $ 466,000 of net accretion expense was recorded for the three months ended March 31, 2021 and 2020, respectively, which is included in environmental expenses.

In addition, during the three months ended March 31, 2021 and 2020, we recorded credits to environmental expenses aggregating $ 308,000 and $ 788,000 , respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs.

Environmental expenses also include project management fees, legal fees and environmental litigation accruals.

For the nine months ended September 30, 2020 and 2019, changes in environmental estimates aggregating, $ 130,000 and $ 279,000 , respectively, were related to properties that were previously disposed of by us.

During the nine months ended September 30, 2020 and 2019, we increased the carrying values of certain of our properties by $ 2,271,000 and $ 3,700,000 , respectively, due to changes in estimated environmental remediation costs.

For the three months ended March 31, 2021 and 2020, changes in environmental estimates aggregating, $ 39,000 and $ 32,000 , respectively, were related to properties that were previously disposed of by us.

During the three months ended March 31, 2021 and 2020, we increased the carrying values of certain of our properties by $ 922,000 and $ 812,000 , respectively, due to changes in estimated environmental remediation costs.

The recognition and subsequent changes in estimates in environmental liabilities and the increase or decrease in carrying values of the properties are non-cash transactions which do not appear on our consolidated statements of cash flows.

Capitalized asset retirement costs are being depreciated over the estimated remaining life of the UST, a 10 -year period if the increase in carrying value is related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others.

Depreciation and amortization expense related to capitalized asset retirement costs in our consolidated statements of operations for the nine months ended September 30, 2020 and 2019, was $ 2,998,000 and $ 3,106,000 , respectively.

Capitalized asset retirement costs were $ 40,024,000 (consisting of $ 23,642,000 of known environmental liabilities and $ 16,382,000 of reserves for future environmental liabilities) as of September 30, 2020, and $ 39,684,000 (consisting of $ 22,150,000 of known environmental liabilities and $ 17,534,000 of reserves for future environmental liabilities) as of December 31, 2019.

We recorded impairment charges aggregating $ 2,118,000 and $ 2,357,000 for the nine months ended September 30, 2020 and 2019, respectively, for capitalized asset retirement costs.

Depreciation and amortization expense related to capitalized asset retirement costs in our consolidated statements of operations for the three months ended March 31, 2021 and 2020, was $ 975,000 and $ 1,002,000 , respectively.

Capitalized asset retirement costs were $ 39,227,000 (consisting of $ 23,441,000 of known environmental liabilities and $ 15,786,000 of reserves for future environmental liabilities) as of March 31, 2021, and $ 39,610,000 (consisting of $ 23,573,000 of known environmental liabilities and $ 16,037,000 of reserves for future environmental liabilities) as of December 31, 2020.

We recorded impairment charges aggregating $ 744,000 and $ 941,000 for the three months ended March 31, 2021 and 2020, respectively, for capitalized asset retirement costs.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval.

12 unchanged sentences

— STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2020 and 2019, is as follows (in thousands except per share amounts):

A summary of the changes in stockholders’ equity for the three months ended March 31, 2021 and 2020, is as follows (in thousands except per share amounts):

Paid In Excess

BALANCE, JUNE 30, 2020

Dividends declared — $ 0.37 per share

Shares issued pursuant to ATM Program, net

Shares issued pursuant to dividend reinvestment

Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2020

BALANCE, DECEMBER 31, 2020

Cumulative-effect adjustment for the adoption of new accounting pronouncement (Note 2)

Dividends declared — $ 0.39 per share

2 unchanged sentences

Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2020

BALANCE, MARCH 31, 2021

Paid In Excess

BALANCE, JUNE 30, 2019

Dividends declared — $ 0.35 per share

Shares issued pursuant to ATM Program, net

Shares issued pursuant to dividend reinvestment

Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2019

BALANCE, DECEMBER 31, 2019

Cumulative-effect adjustment for the adoption of new accounting pronouncement (Note 2)

Dividends declared — $ 0.37 per share

2 unchanged sentences

Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2019

BALANCE, MARCH 31, 2020

On March 1, 2021, our Board of Directors granted 192,550 restricted stock units (“RSU” or “RSUs”) under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

On March 1, 2019, our Board of Directors granted 156,750 of RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

On March 2, 2020 and December 14, 2020, our Board of Directors granted 176,050 and 15,000 of RSUs, respectively, under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

In March 2018, we established an at-the-market equity offering program (the “2018 ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $ 125,000,000 through a consortium of banks acting as agents.

The 2018 ATM Program was terminated in January 2021.

In February 2021, we established a new at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $ 250,000,000 through a consortium of banks acting as agents.

Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent.

During the three and nine months ended September 30, 2020, we issued a total of 922,000 and 1,326,000 shares of common stock and received net proceeds of $ 26,622,000 and $ 38,538,000 , respectively, under the ATM Program.

During the three and nine months ended September 30, 2019, we issued 70,000 and 283,000 shares of common stock and received net proceeds of $ 2,154,000 and $ 8,817,000 , respectively, under the ATM Program.

During the three months ended March 31, 2021, we issued a total of 743,000 shares of common stock and received net proceeds of $ 20,266,000 under the 2018 ATM Program and the ATM Program.

During the three months ended March 31, 2020, no shares of common stock were issued under the 2018 ATM Program.

Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

For the nine months ended September 30, 2020, we paid regular quarterly dividends of $ 46,957,000 or $ 1.11 per share.

For the nine months ended September 30, 2019, we paid regular quarterly dividends of $ 43,678,000 or $ 1.05 per share.

For the three months ended March 31, 2021, we paid regular quarterly dividends of $ 17,332,000 or $ 0.39 per share.

For the three months ended March 31, 2020, we paid regular quarterly dividends of $ 15,557,000 or $ 0.37 per share.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions.

During the nine months ended September 30, 2020 and 2019, we issued 13,585 and 35,424 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $ 426,000 and $ 1,082,000 , respectively.

During the three months ended March 31, 2021 and 2020, we issued 649 and 12,309 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $ 18,000 and $ 394,000 , respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $ 2,467,000 and $ 1,803,000 for the nine months ended September 30, 2020 and 2019, respectively, and is included in general and administrative expense in our consolidated statements of operations.

Compensation cost for our stock-based compensation plans using the fair value method was $ 905,000 and $ 732,000 for the three months ended March 31, 2021 and 2020, respectively, and is included in general and administrative expense in our consolidated statements of operations.

— EARNINGS PER COMMON SHARE

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Less earnings attributable to RSUs outstanding

6 unchanged sentences

Debt Instruments

As of September 30, 2020 and December 31, 2019, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value.

As of September 30, 2020 and December 31, 2019, the fair value of the borrowings under our senior unsecured notes was $ 479,600,000 and $ 470,600,000 , respectively.

The fair value of the borrowings outstanding as of September 30, 2020 and December 31, 2019, was determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, risk profile and borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy.

As of March 31, 2021 and December 31, 2020, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value.

As of March 31, 2021 and December 31, 2020, the fair value of the borrowings under our senior unsecured notes was $ 538,600,000 and $ 549,800,000 , respectively.

The fair value of the borrowings outstanding as of March 31, 2021 and December 31, 2020, was determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, risk profile and borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy.

Supplemental Retirement Plan

3 unchanged sentences

We have liability to the executives participating in the Supplemental Retirement Plan for the participant account balances equal to the aggregate of the amount invested at the executives’ direction and the income earned in such mutual funds.

The following summarizes as of September 30, 2020, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands):

The following summarizes as of March 31, 2021, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands):

Deferred compensation

2 unchanged sentences

Real Estate Assets

We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of September 30, 2020 and December 31, 2019, of $ 1,664,000 and $ 785,000 , where impairment charges have been recorded.

We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of March 31, 2021 and December 31, 2020, of $ 395,000 and $ 1,979,000 , where impairment charges have been recorded.

Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

2 unchanged sentences

Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell.

As of September 30, 2020, there were no properties that met the criteria to be classified as held for sale.

During the nine months ended September 30, 2020 , we sold six properties, in separate transactions, which resulted in an aggregate gain of $ 955,000 , included in gain (loss) on dispositions of real estate on our consolidated statements of operations.

During the nine months ended September 30, 2020, we received funds from a property condemnation resulting in a gain of $ 183,000 , included in gain (loss) on dispositions of real estate in our consolidated statements of operations.

In addition, during nine months ended September 30, 2020, we agreed to sever a property from a unitary lease and to substitute in its place, and add to the unitary lease, two new properties of equivalent net book value.

We did not recognize any gain (loss) in our consolidated statements of operations .

As of March 31, 2021, there were no properties that met the criteria to be classified as held for sale.

During the three months ended March 31, 2021 , we sold five properties, in separate transactions, which resulted in an aggregate gain of $ 7,319,000 , included in gain on dispositions of real estate in our consolidated statements of operations.

In addition, during the three months ended March 31, 2021, we received funds from a property condemnation resulting in a loss of $ 100,000 , included in gain on dispositions of real estate in our consolidated statements of operations.

— PROPERTY ACQUISITIONS

During the nine months ended September 30, 2020, we acquired fee simple interests in 24 properties for an aggregate purchase price of $ 104,809,000 .

On February 4, 2020, and February 26, 2020, we acquired fee simple interests in ten car wash properties for an aggregate purchase price of $ 50,303,000 and entered into a unitary lease at the closing of the transactions.

We funded the transactions through funds available under our Revolving Facility.

During the three months ended March 31, 2021, we acquired fee simple interests in six properties for an aggregate purchase price of $ 21,852,000 .

In March 2021, we acquired fee simple interests in four car wash properties for an aggregate purchase price of $ 13,947,000 and entered into a unitary lease at the closing of the transactions.

We funded the transactions with available cash.

The unitary lease provides for an initial term of 15 years, with five five-year renewal options.

1 unchanged sentence

Rent is scheduled to increase annually during the initial and renewal terms of the lease.

The properties are located within the Kansas City MSA.

The properties are located within the Greater Cincinnati, OH and Lexington, KY areas.

We accounted for the acquisitions as asset acquisitions.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 4,775,000 of the purchase price to land, $ 41,093,000 to buildings and improvements, $ 3,727,000 to in-place leases, $ 1,955,000 to above-market leases and $ 1,247,000 to below-market leases which is accounted for as a deferred liability.

On August 25, 2020, we acquired fee simple interests in seven car wash properties for an aggregate purchase price of $ 28,301,000 and entered into a unitary lease at the closing of the transactions.

We funded the transactions through funds available under our Revolving Facility.

The unitary lease provides for an initial term of 15 years , with five five-year renewal options.

The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges.

Rent is scheduled to increase annually during the initial and renewal terms of the lease.

The properties are located with in the San Antonio MSA .

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 2,782,000 of the purchase price to land, $ 9,997,000 to buildings and improvements, $ 1,168,000 to in-place leases.

In addition, during the three months ended March 31, 2021, we acquired fee simple interests in two car wash properties for an aggregate purchase price of $ 7,905,000 .

We accounted for the acquisitions as asset acquisitions.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 5,335,000 of the purchase price to land, $ 21,093,000 to buildings and improvements, $ 2,396,000 to in-place leases and $ 523,000 to below-market leases which is accounted for as a deferred liability.

In addition, during the nine months ended September 30, 2020, we also acquired fee simple interests in seven convenience store and gasoline station, and other automotive related properties for an aggregate purchase price of $ 26,205,000 .

We accounted for the acquisitions of fee simple interests as asset acquisitions.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 1,865,000 of the purchase price to land, $ 5,396,000 to buildings and improvements and $ 644,000 to in-place leases.

During the nine months ended September 30, 2019, we acquired fee simple interests in 14 properties for an aggregate purchase price of $ 43,324,000

On June 17, 2019, we acquired fee simple interests in six convenience store and gasoline station properties for $ 24,724,000 and entered into a unitary lease at the closing of the transaction.

We funded the transaction through funds available under our Revolving Facility.

The unitary lease provides for an initial term of 15 years, with two ten-year renewal options.

Rent is scheduled to increase annually during the initial and renewal terms of the lease.

The properties are located within the Los Angeles MSA.

We accounted for the acquisition as an asset acquisition.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 18,086,000 of the purchase price to land, $ 4,789,000 to buildings and improvements and $ 1,849,000 to in-place leases.

In addition, during the nine months ended September 30, 2019, we also acquired fee simple interests in eight convenience store and gasoline station, and other automotive related properties for an aggregate purchase price of $ 18,600,000 .

We accounted for the acquisitions of fee simple interests as asset acquisitions.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 8,034,000 of the purchase price to land, $ 9,590,000 to buildings and improvements and $ 976,000 to in-place leases.

During the year ended December 31, 2019, we acquired fee simple interests in 27 convenience store and gasoline station, and other automotive related properties for an aggregate purchase price of $ 87,157,000 .

On November 22, 2019, we acquired fee simple interests in four car wash properties for $ 14,144,000 and entered into a unitary lease at the closing of the transaction.

We funded the transaction through funds available under our Revolving Facility.

In February 2020, we acquired fee simple interests in 10 car wash properties for an aggregate purchase price of $ 50,303,000

and entered into a unitary lease at the closing of the transactions.

We funded the transactions through funds available under our Revolving Facility.

The unitary lease provides for an initial term of 15 years, with five five-year renewal options.

1 unchanged sentence

Rent is scheduled to increase annually during the initial and renewal terms of the lease.

The properties are all located in Las Vegas, NV.

We accounted for the acquisition of the properties as an asset acquisition.

The properties are located in Missouri and Kansas.

We accounted for the acquisitions as asset acquisitions.

In addition, during the three months ended March 31, 2020, we acquired fee simple interests in two car wash properties for an aggregate purchase price of $ 7,018,000 .

We accounted for the acquisitions as asset acquisitions.

We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 1,414,000 of the purchase price to land, $ 5,076,000 to buildings and improvements and $ 528,000 to in-place leases.

In addition, during the year ended December 31, 2019, we also acquired fee simple interests in 17 convenience store and gasoline station, and other automotive related properties, in separate transactions, for an aggregate purchase price of $ 48,290,000 .

We accounted for these acquisitions as asset acquisitions.

We estimated the fair value of acquired tangible assets for each of these acquisitions (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $ 18,820,000 of the purchase price to land, $ 26,790,000 to buildings and improvements and $ 2,744,000 to in-place leases, $ 277,000 to above-market leases and $ 341,000 to below-market leases, which is accounted for as a deferred liability.

— SUBSEQUENT EVENTS

In preparing our unaudited consolidated financial statements, we have evaluated events and transactions occurring after September 30, 2020, for recognition or disclosure purposes.

Based on this evaluation, there were no significant subsequent events from September 30, 2020, through the date the financial statements were issued, other than the disclosures herein .

The COVID-19 pandemic has created significant uncertainty and economic volatility.

While we have not incur red significant disruptions to our financial results thus far from the COVID-19 pandemic, we are un able to accurately predict the impact that COVID-19 will have on our business, operations and financial results.

Any impact to our business, operations and financial results will depend on numerous evolving factors, including:

the duration and scope of the pandemic;

governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic;

the impact on economic activity from the pandemic and actions taken in response;

the effect on our tenants and their businesses;

the ability of our tenants to make their rental payments and any closures of tenants’ facilities.

Any of these events could materially adversely impact our business, financial condition, results of operations or stock price.

As of October 22, 2020, we received October contractual base rent and mortgage payments from 98 % of our tenants or mortgagors, as applicable.

October collections to date may not be indicative of collections in any future period.

Accordingly, the impact of COVID-19 on our rental revenue or interest income for the fourth quarter of 2020 and thereafter cannot be definitively determined at present.

In preparing our unaudited consolidated financial statements, we have evaluated events and transactions occurring after March 31, 2021, for recognition or disclosure purposes.

Based on this evaluation, there were no significant subsequent events from March 31, 2021, through the date the financial statements were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements