What changed in this filing

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Item 1. Financial Statements

2022-04-28 compared with 2021-10-28 · 151 added, 249 removed, 489 unchanged (45% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Buildings and improvements

Investment in direct financing leases, net

Construction in progress

Real estate held for use

Less accumulated depreciation and amortization

2 unchanged sentences

Real estate, net

Investment in direct financing leases, net

Notes and mortgages receivable

31 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended

September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Revenues from rental properties

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(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

27 unchanged sentences

Repayments under credit agreement

Proceeds from senior unsecured notes

Payment of debt issuance costs

Payment of finance lease obligations

Security deposits (refunded) received

Security deposits refunded

Payments of cash dividends

1 unchanged sentence

Proceeds from issuance of common stock, net - ATM

Net cash flow provided by financing activities

Net cash flow provided by (used in) financing activities

Change in cash, cash equivalents and restricted cash

13 unchanged sentences

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

As of September 30, 2021, our portfolio included 1,021 properties located in 36 states and Washington, D.C., and our tenants operated under a variety of national and regional retail brands.

As of March 31, 2022, our portfolio included 1,014 properties located in 38 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, automotive and other single tenant retail real estate.

37 unchanged sentences

The accounting standard became effective for us and was adopted on January 1, 2020.

Upon adoption, we had five unitary leases subject to this standard classified as a direct financing leases with a net investment balance aggregating $ 82,366,000 prior to the credit loss adjustment.

In these direct financing leases, the payment obligations of the lessees are collateralized by real estate properties.

1 unchanged sentence

therefore, we assessed the probability of default on these leases based on the lessee’s financial condition, business prospects, remaining term of the lease, expected value of the underlying collateral upon its repossession, and our historical loss experience related to other leases in which we are the lessor.

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.

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.

As of December 31, 2021, we had recorded an allowance for credit losses of $ 826,000 on our net investments in direct financing leases.

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.

1 unchanged sentence

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, 2021 and 2020.

For the three and nine months ended September 30, 2021, 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, 2022 and 2021.

For the three months ended March 31, 2022, 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.

4 unchanged sentences

Notes and mortgages receivable are recorded at stated principal amounts.

In conjunction with our adoption of ASU 2016-13 on January 1, 2020, we estimate our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No.

The ASU 2016-13 became effective for us and was adopted on January 1, 2020.

We estimated our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No.

The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to our notes and mortgages portfolio over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe.

2 unchanged sentences

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.

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 and nine months ended September 30, 2021 and 2020.

For the three and nine months ended September 30, 2021, we did no t record any additional allowance for credit losses.

As of December 31, 2021, we had recorded an allowance for credit losses of $ 297,000 on these notes and mortgages receivable.

There were no indicators for impairments related to our notes and mortgages receivable during the three months ended March 31, 2022 and 2021.

For the three months ended March 31, 2022, 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 nine months ended September 30, 2021, we funded $ 12,275,000 and, as of September 30, 2021, had outstanding $ 8,872,000 of such construction loans, including accrued interest.

During the three months ended March 31, 2022, we funded $ 1,782,000 , including accrued interest, and, as of March 31, 2022, had outstanding $ 7,487,000 of such construction loans, 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.

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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, 2021.

We elected to treat lease concessions with option (1) above.

There were no outstanding balances for lease concessions provided as a result of COVID-19 as of March 31, 2022.

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.

5 unchanged sentences

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

We recorded impairment charges aggregating $ 1,198,000 and $ 2,730,000 for the three and nine months ended September 30, 2021 and $ 1,325,000 and $ 2,863,000 for the three and nine months ended September 30, 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 nine months ended September 30, 2021) and (ii) discounted cash flow models (this method was used to determine $ 484,000 of impairments recognized during the nine months ended September 30, 2021).

The remaining $ 2,203,000 of impairments recognized during the nine months ended September 30, 2021, was 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 nine months ended September 30, 2021 and 2020, impairment charges aggregating $ 670,000 and $ 601,000 , respectively, were related to properties that were previously disposed of by us.

We recorded impairment charges aggregating $ 1,038,000 for the three months ended March 31, 2022 and $ 776,000 for the three months ended March 31, 2021.

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 $ 694,000 of impairments recognized during the three months ended March 31, 2022) and (ii) discounted cash flow models (this method was used to determine $ 0 of impairments recognized during the three months ended March 31, 2022).

The remaining $ 344,000 of impairments recognized during the three months ended March 31, 2022, was 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, 2022 and 2021 , impairment charges aggregating $ 62,000 and $ 335,000 , 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.

37 unchanged sentences

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

As of September 30, 2021, our portfolio included 1,021 properties of which we owned 972 properties and leased 49 properties from third-party landlords.

As of March 31, 2022, our portfolio included 1,014 properties of which we owned 968 properties and leased 46 properties from third-party landlords.

These 1,014 properties are located in 38 states across the United States and Washington, D.C.

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

Our tenants either operate their businesses at our properties directly or, in the case of certain convenience stores and gasoline stations, sublet our properties and supply fuel to third parties who operate the businesses.

Our tenants either operate their businesses at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties who operate the 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.

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.

A significant portion of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products and/or the sale of automotive services and parts.

As a result, our tenants’ financial results can be dependent on the performance of the convenience retail, petroleum marketing, and automobile maintenance industries, each of which are highly competitive and can be subject to variability.

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.

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 $ 39,667,000 and $ 114,881,000 for the three and nine months ended September 30, 2021, respectively, and $ 37,194,000 and $ 108,180,000 for the three and nine months ended September 30, 2020, respectively.

Rental income contractually due from our tenants included in revenues from rental properties was $ 34,852,000 and $ 102,756,000 for the three and nine months ended September 30, 2021, respectively, and $ 32,015,000 and $ 95,193,000 for the three and nine months ended September 30, 2020, respectively.

Revenues from rental properties were $ 38,984,000 and $ 36,951,000 for the three months ended March 31, 2022 and 2021, respectively.

Rental income contractually due from our tenants included in revenues from rental properties was $ 36,425,000 and $ 33,539,000 for the three months ended March 31, 2022 and 2021, 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 (i) 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, (ii) the net amortization of above-market and below-market leases, (iii) 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 (iv) the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”).

Revenue Recognition Adjustments included in revenues from rental properties resulted in a reduction in revenue of $ 594,000 and $ 1,320,000 for the three and nine months ended September 30, 2021, respectively, and a reduction in revenue of $ 151,000 and $ 306,000 for the three and nine months ended September 30, 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 and reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $ 5,409,000 and $ 13,445,000 for the three and nine months ended September 30, 2021, respectively, and $ 5,330,000 and $ 13,293,000 for the three and nine months ended September 30, 2020, respectively.

The components of the $ 72,823,000 investment in direct financing leases as of September 30, 2021, are lease payments receivable of $ 101,847,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 42,034,000 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 September 30, 2021, 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 $ 576,000 and $ 343,000 for the three months ended March 31, 2022 and 2021, 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 and reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $ 3,135,000 and $ 3,756,000 for the three months ended March 31, 2022 and 2021, respectively.

The components of the $ 70,376,000 investment in direct financing leases as of March 31, 2022, are lease payments receivable of $ 95,262,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 37,988,000 and allowance for credit losses of $ 826,000 .

The components of the $ 71,647,000 investment in direct financing leases as of December 31, 2021, are lease payments receivable of $ 98,539,000 plus unguaranteed estimated residual value of $ 13,928,000 less unearned income of $ 39,994,000 and allowance for credit losses of $ 826,000 .

As of March 31, 2022, future contractual annual rentals receivable from our tenants, which have terms in excess of one year are as follows (in thousands):

Financing Leases

9 unchanged sentences

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

September 30,

Right-of-use assets - operating

13 unchanged sentences

The following presents our total lease costs (in thousands) :

Three Months Ended

September 30,

Nine Months Ended September 30,

Three Months Ended March 31, 2022

Operating lease cost

5 unchanged sentences

The following presents supplemental cash flow information related to our leases (in thousands) :

Three Months Ended

September 30,

Nine Months Ended September 30,

Three Months Ended March 31, 2022

Cash paid for amounts included in the measurement of lease liabilities

2 unchanged sentences

Financing cash flows for finance leases

As of September 30, 2021, scheduled lease liabilities mature as follows (in thousands) :

As of March 31, 2022, scheduled lease liabilities mature as follows (in thousands) :

Financing Leases

3 unchanged sentences

Major Tenants

As of September 30, 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:

As of March 31, 2022, we had three significant tenants by revenue:

We leased 150 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 % of our total revenues for each of the nine months ended September 30, 2021 and 2020.

In the aggregate, our leases with subsidiaries of Global represented 15 % of our total revenues for each of the three months ended March 31, 2022 and 2021.

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

We leased 128 convenience store and gasoline station properties in four separate unitary leases to subsidiaries of ARKO Corp .

We leased 128 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 nine months ended September 30, 2021 and 2020.

In the aggregate, our leases with subsidiaries of Arko represented 15 % of our total revenues for each of the three months ended March 31, 2022 and 2021.

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 11 % and 12 % of our total revenues for the nine months ended September 30, 2021 and 2020.

We leased 70 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 9 % and 10 % of our total revenues for the nine months ended September 30, 2021 and 2020, respectively.

The largest of these unitary leases, covering 52 of our properties, is guaranteed by the parent company, its principals and numerous Chestnut affiliates.

We leased 78 properties pursuant to three separate unitary leases and one stand-alone lease to Apro, LLC (d/b/a “United Oil”).

In the aggregate, our leases with United Oil represented 12 % of our total revenues for the three months ended March 31, 2022 and 2021.

Getty Petroleum Marketing Inc.

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(“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 re-leased these properties.

As of September 30, 2021, 346 of the properties we own or lease were previously leased to Marketing, of which 313 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.

As of March 31, 2022, 333 of the properties we own or lease were previously leased to Marketing, of which 303 properties are subject to long-term triple-net leases with petroleum distributors across 15 separate portfolios and 23 properties are leased as single unit triple-net leases (an additional three properties are under redevelopment and four are vacant).

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.

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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 September 30, 2021, we have a remaining commitment to fund up to $ 6,658,000 in the aggregate with our tenants for our portion of such capital improvements.

As of March 31, 2022, we have a remaining commitment to fund up to $ 6,595,000 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, 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.

Accordingly, through March 31, 2022, 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 $ 1,051,000 (net of accumulated amortization of $ 1,954,000 ) 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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We are involved in various legal proceedings and claims which arise in the ordinary course of our business.

As of September 30, 2021 and December 31, 2020, we had accrued $ 75,000 and $ 4,275,000 , respectively, for certain of these matters which we believe were appropriate based on information then currently available.

As of March 31, 2022 and December 31, 2021, we had accrued $ 1,925,000 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 Pennsylvania and Maryland, 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, and our methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) litigations in the states of Pennsylvania and Maryland, 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

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Many 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 LPRSA.

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 LPRSA.

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.

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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 LPRSA.

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.

As anticipated, on October 4, 2021, EPA issued a Record of Decision (“ROD”) for an interim remedy for the upper 9-mile portion of the LPRSA that incorporates source control and adaptive management (“Upper 9-mile IR ROD”) but has not directed any PRPs to perform the Upper 9-mile IR ROD .

On December 11, 2020, the 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.

The EPA published the Proposed Plan for the upper 9-mile IR/FS for public comment and subsequently issued a Record of Decision (“ROD”) for the upper 9-mile IR/FS (“Upper 9-mile IR ROD”).

There is currently no mechanism in place requiring any parties to implement the 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.

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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, but we believe we meet EPA’s criteria for a cash out settlement and should be considered for same in any future discussions.

We were not included in the initial group of 20 parties identified by the EPA for cash out settlements, but we believe we meet the 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.

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-mile ROD work.

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 process has concluded leading to an agreement in principle between the EPA and certain of the allocation proceeding participants, including us, concerning a cash-out settlement for the entire 17-mile stretch of the Lower Passaic River and its tributaries, which is subject to negotiation and court approval and entry of a consent decree.

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 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.

Based on currently known facts and circumstances, including, among other factors, the agreement in principle with the EPA noted above, 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, we do not believe that resolution of this matter as relates us is reasonably likely to have a material impact on our results of operations.

Nevertheless, in the event the agreement in principle is not approved by the Court, and/or there are one or more adverse determinations related to this matter, performance of the EPA’s selected remedies for the LPRSA may be subject to future negotiation, potential enforcement proceedings and/or possible litigation;

hence 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.

For these reasons, we are

unable to estimate a possible loss or range of loss in excess of the amount we have accrued for the Lower Passaic River proceedings as of the date of this Quarterly Report on Form 10- Q , and it is therefore possible that losses related to the Lower Passaic River proceedings could exceed the amounts accrued as of the date hereof, which could cause a material adverse effect on our results of operations .

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

The named plaintiff is 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.

The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and act 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.

The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design;

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The case was filed in the Court of Common Pleas, Philadelphia County, but was removed by defendants to the United States District Court for the Eastern District of Pennsylvania and then transferred to the United States District Court for the Southern District of New York so that it may be managed as part of the ongoing MTBE MDL proceedings.

In November 2015, plaintiffs filed a second amended complaint naming additional defendants and adding factual allegations intended to bolster their claims against the defendants.

We have joined with other defendants in the filing of a motion to dismiss the claims against us.

This motion is pending with the Court.

We intend to defend vigorously the claims made against us.

Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

In November 2015, plaintiffs filed a Second Amended Complaint naming additional defendants and adding factual allegations against the defendants.

We joined with other defendants in the filing of a motion to dismiss the claims against us, which was granted in part and denied in part.

We are vigorously defending the claims made against us.

Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

MTBE Litigation – State of Maryland

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The complaint was served upon us on January 19, 2018.

The complaint names us and more than 60 other defendants, including petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE.

The complaint names us and more than 60 other defendants.

The complaint seeks compensation for natural resource damages and for injuries sustained as a result of the defendants’ unfair and deceptive trade practices in the marketing of MTBE and gasoline containing MTBE.

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On February 14, 2018, defendants removed the case to the United States District Court for the District of Maryland.

It is unclear whether the matter will ultimately be removed to the MTBE MDL proceedings or remain in federal court in Maryland.

We intend to defend vigorously the claims made against us.

We are vigorously defending the claims made against us.

Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known .

Uniondale, N ew Y ork 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 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 sought future costs for remediation, as well as interest and penalties.

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 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.

We entered into a settlement agreement with the State of New York and the other parties to this lawsuit, which includes mutual releases.

This settlement has been fully funded by the defendants, and a Stipulation of Discontinuance has been executed by all parties, resolving the lawsuit.

The Stipulation of Discontinuance will be filed with the New York Supreme Court at which time the lawsuit will be dismissed.

Our settlement contribution was consistent with the amount we accrued for this lawsuit.

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

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February 2025

Series D Notes

Series E Notes

Series F Notes

September 2029

Series G Notes

September 2029

Series H Notes

Series D-E Notes

Series F-H Notes

September 2029

Series I Notes

November 2030

Series J Notes

November 2030

Series K Notes

Series I-K Notes

November 2030

Series L-N Notes

February 2032

Unamortized debt issuance costs, net (a)

Total debt, net

Unamortized debt issuance costs, related to the Revolving Facility, at September 30, 2021 and December 31, 2020, of $ 475 and $ 1,135 , 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, 2022 and December 31, 2021, of $ 2,551 and $ 2,730 , 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 .

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.

On October 27, 2021, we entered into second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”) amending and restating our Restated Credit Agreement.

Pursuant to the Second Restated Credit Agreement, we (i) extended the maturity date of the Revolving Facility from March 2022 to October 2025 , (ii) reduced the interest rate for borrowings under the Revolving Facility and (iii) amended certain financial covenants and other provisions.

The Second Restated Credit Agreement provides for the Revolving Facility in an aggregate principal amount of $ 300,000,000 and includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an additional aggregate amount not to exceed $ 300,000,000 , subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

The Revolving Facility matures October 27, 2025 , subject to two six-month extensions (for a total of 12 months) exercisable at our option.

Our exercise of an extension option is subject to the absence of any default under the Second Restated Credit Agreement and our compliance with certain conditions, including the payment of extension fees to the Lenders under the Revolving Facility and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

of 1.30 % to 1.90 % based on our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date.

The per annum rate of the unused line fee on the undrawn funds under the Revolving Facility is 0.15 % to 0.25 % based on our daily unused portion of the available Revolving Facility.

The Second Restated Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest 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.

The Second Restated Credit Agreement contains customary events of default, including cross default provisions with respect to our existing senior unsecured notes.

Any event of default, if not cured or waived in a timely manner, could result in the acceleration of our indebtedness under the Second Restated Credit Agreement and could also give rise to an event of default and the acceleration of our existing senior unsecured notes.

Senior Unsecured Notes

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.

Pursuant to the MetLife Note Purchase Agreement, we authorized and issued our 5.47 % Series E Guaranteed Senior Notes due June 21, 2028, in the aggregate principal amount of $ 50,000,000 (the “Series E Notes”).

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 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.”

On February 22, 2022 , we entered into a sixth amended and restated note purchase and guarantee agreement (the “Sixth Amended and Restated Prudential Agreement”) with Prudential and certain of its affiliates amending and restating our existing fifth amended and restated note purchase and guarantee agreement with Prudential (the “Fifth Amended and Restated Prudential Agreement”).

Pursuant to the Sixth Amended and Restated Prudential Agreement, we will issue $ 80,000,000 of 3.65 % Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential on January 20, 2023 and use a portion of the proceeds to repay in full the $ 75,000,000 of 5.35 % Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under the Fifth Amended and Restated Prudential Agreement .

The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential Agreement, including (i) $ 50,000,000 of 4.75 % Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”), (ii) $ 50,000,000 of 5.47 % Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (iii) $ 50,000,000 of 3.52 % Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”) and (iv) $ 100,000,000 of 3.43 % Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”), remain outstanding under the Sixth Amended and Restated Prudential Agreement.

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated AIG Agreement”) with American General Life Insurance Company (“AIG”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”).

Pursuant to the Second Amended and Restated AIG Agreement, we issued $ 55,000,000 of 3.45 % Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG.

The other senior unsecured notes outstanding under the First Amended and Restated AIG Agreement, including (i) $ 50,000,000 of 3.52 % Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $ 50,000,000 of 3.43 % Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated MassMutual Agreement”) with Massachusetts Mutual Life Insurance Company (“MassMutual”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”).

Pursuant to the Second Amended and Restated MassMutual Agreement, we issued $ 20,000,000 of 3.45 % Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) to MassMutual and will issue $ 20,000,000 of 3.65 % Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual on January 20, 2023.

The other senior unsecured notes outstanding under the First Amended and Restated MassMutual Agreement, including (i) $ 25,000,000 of 3.52 % Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $ 25,000,000 of 3.43 % Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

On February 22, 2022, we entered into a note purchase and guarantee agreement (the “New York Life Agreement”) with New York Life Insurance Company (“New York Life”) and certain of its affiliates .

Pursuant to the New York Life Agreement, we issued $ 25,000,000 of 3.45 % Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) to New York Life and will issue $ 25,000,000 of 3.65 % Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life on January 20, 2023.

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

Pursuant to the MetLife Agreement, we issued $ 50,000,000 of 5.47 % Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes).

The funded and outstanding Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes and Series N Notes 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, 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.

As of March 31, 2022, 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, 2021, scheduled debt maturities, including balloon payments, are as follows (in thousands):

As of March 31, 2022, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Unsecured Notes

The Revolving Facility matures in March 2022.

Subject to the terms of the Restated Credit Agreement and our continued compliance with its provisions, we have the option to extend the term of the Revolving Facility for one additional year to March 2023 .

See Note 12, Subsequent Events for additional information.

Pursuant to the Sixth Amended and Restated Prudential Agreement, we will issue $ 80,000,000 of 3.65 % Series Q Notes due January 20, 2033 to Prudential on January 20, 2023 and use a portion of the proceeds to repay in full the $ 75,000,000 of 5.35 % Series B Notes due June 2, 2023

The Revolving Facility matures in October 2025.

Subject to the terms of the Second Restated Credit Agreement and our continued compliance with its provisions, we have the option to extend the term of the Revolving Facility for two six months periods to October 2026

— ENVIRONMENTAL OBLIGATIONS

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We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations.

However, there can be no assurance that our assessments are correct or that our tenants who have

paid their obligations in the past will continue to do so .

However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so.

We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them.

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Under substantially all of our other triple-net leases, responsibility for remediation of all environmental contamination discovered during the term of the lease (including known and unknown contamination that existed prior to commencement of the lease) is the responsibility of our tenant.

We anticipate that a majority of the USTs at properties previously leased to Marketing will be replaced over the next several years because these USTs are either at or near the end of their useful lives.

We anticipate that USTs at a number of properties we currently own and which were previously leased to Marketing will be replaced in the years ahead as these USTs near the end of their useful lives.

For long-term, triple-net leases covering sites previously leased to Marketing, our tenants are responsible for the cost of removal and replacement of USTs and for remediation of contamination found during such UST removal and replacement, unless such contamination was found during the first 10 years of the lease term and also existed prior to commencement of the lease.

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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, 2021, we had accrued a total of $ 47,767,000 for our prospective environmental remediation obligations.

As of March 31, 2022, we had accrued a total of $ 46,957,000 for our prospective environmental remediation obligations.

This accrual consisted of (a) $ 11,201,000 , 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) $ 35,756,000 for future environmental liabilities related to preexisting unknown contamination.

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This accrual consisted of (a) $ 11,382,000 , 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) $ 36,215,000 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, $ 1,270,000 and $ 1,375,000 of net accretion expense was recorded for the nine months ended September 30, 2021 and 2020, respectively, which is included in environmental expenses.

In addition, during the nine months ended September 30, 2021 and 2020, we recorded credits to environmental expenses aggregating $ 1,250,000 and $ 2,089,000 , 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, $ 444,000 and $ 461,000 of net accretion expense was recorded for the three months ended March 31, 2022 and 2021, respectively, which is included in environmental expenses.

In addition, during the three months ended March 31, 2022 and 2021, we recorded credits to environmental expenses aggregating $ 821,000 and $ 308,000 , 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, 2021 and 2020, changes in environmental estimates aggregating, $ 126,000 and $ 130,000 , respectively, were related to properties that were previously disposed of by us.

During the nine months ended September 30, 2021 and 2020, we increased the carrying values of certain of our properties by $ 2,060,000 and $ 2,271,000 , respectively, due to changes in estimated environmental remediation costs.

For the three months ended March 31, 2022 and 2021, changes in environmental estimates aggregating, $ 40,000 and $ 39,000 , respectively, for each three-month period, were related to properties that were previously disposed of by us.

During the three months ended March 31, 2022 and 2021, we increased the carrying values of certain of our properties by $ 526,000 and $ 922,000 , 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, 2021 and 2020 was $ 2,982,000 and $ 2,998,000 , respectively.

Capitalized asset retirement costs were $ 39,375,000 (consisting of $ 23,685,000 of known environmental liabilities and $ 15,690,000 of reserves for future environmental liabilities) as of September 30, 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 $ 2,321,000 and $ 2,118,000 for the nine months ended September 30, 2021 and 2020, 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, 2022 and 2021 was $ 1,002,000 and $ 975,000 , respectively.

Capitalized asset retirement costs were $ 39,310,000 (consisting of $ 24,476,000 of known environmental liabilities and $ 14,834,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of March 31, 2022, and $ 39,670,000 (consisting of $ 24,075,000 of known environmental liabilities and $ 15,595,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of December 31, 2021.

We recorded impairment charges aggregating $ 344,000 and $ 744,000 for the three months ended March 31, 2022 and 2021, 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.

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Our intention in purchasing this policy was to obtain protection predominantly for significant events.

In addition to the environmental insurance policy purchased by the Company, we also took assignment of certain environmental insurance policies, and rights to reimbursement for claims made thereunder, from Marketing, by order of the U.S.

In addition, we also took assignment of certain environmental insurance policies, and rights to reimbursement for claims made thereunder, from Marketing, by order of the U.S.

Bankruptcy Court during Marketing’s bankruptcy proceedings.

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— STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands except per share amounts):

A summary of the changes in stockholders’ equity for the three months ended March 31, 2022 and 2021, is as follows (in thousands except per share amounts):

Paid In Excess

BALANCE, JUNE 30, 2021

Dividends declared — $ 0.39 per share

Shares issued pursuant to ATM Program, net

Shares issued pursuant to dividend reinvestment

Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2021

BALANCE, DECEMBER 31, 2021

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Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2021

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, MARCH 31, 2022

BALANCE, DECEMBER 31, 2020

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

Dividends declared — $ 0.39 per share

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Stock-based compensation/settlements

BALANCE, SEPTEMBER 30, 2020

On March 1, 2021 and July 19, 2021, our Board of Directors granted 192,550 and 3,500 restricted stock units (“RSU” or “RSUs”), respectively, 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.

BALANCE, MARCH 31, 2021

On March 1, 2022, our Board of Directors granted 238,850 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

On March 1, 2021, our Board of Directors granted 192,550 RSUs 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.

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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, 2021, we issued a total of 636,000 and 1,668,000 shares of common stock and received net proceeds of $ 19,430,000 and $ 49,008,000 , respectively, under the ATM Program and the 2018 ATM Program.

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 2018 ATM Program.

During the three months ended March 31, 2022, no shares of common stock were issued 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 ATM Program and 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, 2021, we paid regular quarterly dividends of $ 52,807,000 or $ 1.17 per share.

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

For the three months ended March 31, 2022, we paid regular quarterly dividends of $ 19,467,000 or $ 0.41 per share.

For the three months ended March 31, 2021, we paid regular quarterly dividends of $ 17,332,000 or $ 0.39 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, 2021 and 2020, we issued 1,996 and 13,585 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $ 59,000 and $ 426,000 , respectively.

During the three months ended March 31, 2022 and 2021, we issued 504 and 649 shares of common stock, under the dividend reinvestment plan and received proceeds of $ 16,000 and $ 18,000 , respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $ 2,974,000 and $ 2,467,000 for the nine months ended September 30, 2021 and 2020, 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 $ 1,084,000 and $ 905,000 for the three months ended March 31, 2022 and 2021, respectively, and is included in general and administrative expense in our consolidated statements of operations.

— EARNINGS PER COMMON SHARE

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The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (in thousands except per share data ):

Three Months Ended

September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Less earnings attributable to RSUs outstanding

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Debt Instruments

As of September 30, 2021 and December 31, 2020, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value.

As of September 30, 2021 and December 31, 2020, the fair value of the borrowings under our senior

unsecured notes was $ 559,400,000 and $ 549,800,000 , respectively.

The fair value of the borrowings outstanding as of September 30, 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.

As of March 31, 2022 and December 31, 2021, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value.

As of March 31, 2022 and December 31, 2021, the fair value of the borrowings under our senior unsecured notes was $ 614,200,000 and $ 561,600,000 , respectively.

The fair value of the borrowings outstanding as of March 31, 2022 and December 31, 2021 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

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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, 2021, 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, 2022, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands):

Deferred compensation

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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, 2021 and December 31, 2020, of $ 867,000 and $ 1,979,000 , 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, 2022 and December 31, 2021, of $ 705,000 and $ 1,102,000 , 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.

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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, 2021, one property met the criteria to be classified as held for sale.

Real estate held for sale consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):

September 30,

As of March 31, 2022, one property met the criteria to be classified as held for sale.

Real estate held for sale consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

Buildings and improvements

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Real estate held for sale, net

During the nine months ended September 30, 2021 , we sold six properties, in separate transactions, resulting in an aggregate gain of $ 9,559,000 , which is included in gains on dispositions of real estate in our consolidated statements of operations.

In addition, during the nine months ended September 30, 2021 we received funds from two property condemnations resulting in a gain of $ 159,000 and realized a loss of $ 168,000 related to lease expirations, which is included in gains on dispositions of real estate in our consolidated statements of operations.

During the three months ended March 31, 2022 , we sold 15 properties, resulting in an aggregate gain of $ 6,015,000 , which is included in gains on dispositions of real estate in our consolidated statements of operations.

In addition, during the three months ended March 31, 2022 we received funds from one partial property condemnation resulting in a gain of $ 138,000 , which is included in gains on dispositions of real estate in our consolidated statements of operations.

— PROPERTY ACQUISITIONS

During the nine months ended September 30, 2021, we acquired fee simple interests in 77 properties for an aggregate purchase price of $ 126,645,000 .

In September 2021, we acquired fee simple interests in 15 convenience store and gasoline station properties for an aggregate purchase price of $ 35,125,000 and entered into a unitary lease at the closing of the transactions.

We funded the transaction with available cash and funds available under our Revolving Facility.

The unitary lease provides for an initial term of 15 years, with four 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 beginning in year three of the initial term and each year of the renewal terms of the lease.

The properties are located in the Raleigh (NC) metropolitan area and other metropolitan areas in Alabama, Arkansas, Mississippi and South Carolina.

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 $ 20,542,000 of the purchase price to land, $ 12,785,000 to buildings and improvements, $ 2,893,000 to in-place leases and $ 1,095,000 to below-market leases which is accounted for as a deferred liability.

In May 2021, we acquired fee simple interests in 46 oil change centers subject to existing, individual leases for an aggregate purchase price of $ 31,018,000 .

We funded the transaction with available cash and funds available under our Revolving Facility.

The leases had approximately 11.5 years of initial term remaining as of the date of acquisition and include three five-year renewal options.

The leases require 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 every five years during the initial and renewal terms of the lease.

The properties are located throughout Ohio and Michigan.

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 $ 4,551,000 of the purchase price to land, $ 22,539,000 to buildings and improvements, $ 3,120,000 to in-place leases, $ 2,224,000 to above-market leases, and $ 1,416,000 to below-market leases which is accounted for as a deferred liability.

On multiple dates in March, April, May, July and September 2021, we acquired fee simple interests in a total of nine car wash properties for an aggregate purchase price of $ 31,427,000 and entered into a single unitary lease at the closing of the transactions.

We funded the transactions with available cash and funds available under our Revolving Facility.

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

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

The properties are located in the greater Cincinnati (OH), Lansing (MI) and Lexington (KY) metropolitan areas.

During the three months ended March 31, 2022, we acquired fee simple interests in two convenience stores located in the New Haven (CT) metropolitan area for an aggregate purchase price of $ 7,037,000 .

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 $ 4,464,000 of the purchase price to land, $ 2,023,000 to buildings and improvements and $ 550,000 to in-place leases.

In addition, during the nine months ended September 30, 2021, we acquired fee simple interests in five individual car wash properties, one convenience store and gasoline station property and one tire service center for an aggregate purchase price of $ 29,074,000 .

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 $ 7,862,000 of the purchase price to land, $ 18,379,000 to buildings and improvements and $ 2,227,000 to in-place leases and $ 606,000 to above-market leases.

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 .

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.

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

The properties are located in Missouri and Kansas.

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.

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.

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

The properties are located within the San Antonio MSA.

The properties are located within the Cincinnati (OH) and Lexington (KY) metropolitan 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 $ 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 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 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.

1 unchanged sentence

— SUBSEQUENT EVENTS

In preparing our unaudited consolidated financial statements, we have evaluated events and transactions occurring after September 30, 2021, for recognition or disclosure purposes.

Based on this evaluation, there were no significant subsequent events, other than as described below, from September 30, 2021, through the date the financial statements were issued.

On October 27, 2021, we entered into second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”) amending and restating our Restated Credit Agreement.

The Revolving Facility matures October 27, 2025 , subject to two six-month extensions (for a total of 12 months) exercisable at the Company's option.

The Company's exercise of an extension option is subject to the absence of any default under the Credit Agreement and the Company's compliance with certain conditions, including the payment of extension fees to the Lenders under the Revolving Facility and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

The Second Restated Credit Agreement reflects reductions in the interest rates for borrowings under the Revolving Facility and permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.30 % to 0.90 % or a LIBOR rate plus a margin of 1.30 % to 1.90 % based on the Company’s consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date.

The per annum rate of the unused line fee on the undrawn funds under the Revolving Facility is 0.15 % to 0.25 % based on the Company’s daily unused portion of the available Revolving Facility.

as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends.

The Second Restated Credit Agreement contains customary events of default, including cross default provisions with respect to the Company’s existing senior unsecured note s .

Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Company’s indebtedness under the Second Restated Credit Agreement and could also give rise to an event of default and the acceleration of the Company’s existing senior unsecured notes .

Certain of the banks and other lenders under the Second Restated Credit Agreement and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company.

As part of this transaction, the Company entered into amendments to the note purchase agreements governing its existing senior unsecured notes in order to conform the financial covenants therein to the corresponding provisions in the Second Restated Credit Agreement.

In preparing our unaudited consolidated financial statements, we have evaluated events and transactions occurring after March 31, 2022, for recognition or disclosure purposes.

Based on this evaluation, there were no significant subsequent events from March 31, 2022, 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