Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GTY | |
Entity Registrant Name | GETTY REALTY CORP. | |
Entity Central Index Key | 0001052752 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,343,026 | |
Entity File Number | 001-13777 | |
Entity Tax Identification Number | 11-3412575 | |
Entity Address, Address Line One | 292 Madison Avenue | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017-6318 | |
City Area Code | 646 | |
Local Phone Number | 349-6000 | |
Entity Incorporation, State or Country Code | MD | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Real estate: | ||
Land | $ 745,930 | $ 707,613 |
Buildings and improvements | 613,926 | 537,272 |
Construction in progress | 671 | 734 |
Total real estate held for use, gross | 1,360,527 | 1,245,619 |
Less accumulated depreciation and amortization | (207,928) | (186,964) |
Real estate held for use, net | 1,152,599 | 1,058,655 |
Real estate held for sale, net | 111 | 872 |
Real estate, net | 1,152,710 | 1,059,527 |
Investment in direct financing leases, net | 72,823 | 77,238 |
Notes and mortgages receivable | 18,196 | 11,280 |
Cash and cash equivalents | 7,280 | 55,075 |
Restricted cash | 1,764 | 1,979 |
Deferred rent receivable | 46,313 | 44,155 |
Accounts receivable | 4,340 | 3,811 |
Right-of-use assets - operating | 21,769 | 24,319 |
Right-of-use assets - finance | 405 | 763 |
Prepaid expenses and other assets, net | 76,607 | 71,365 |
Total assets | 1,402,207 | 1,349,512 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Borrowings under credit agreement | 42,500 | 25,000 |
Senior unsecured notes, net | 523,946 | 523,828 |
Environmental remediation obligations | 47,767 | 48,084 |
Dividends payable | 18,043 | 17,332 |
Lease liability - operating | 23,467 | 25,045 |
Lease liability - finance | 2,143 | 3,541 |
Accounts payable and accrued liabilities | 42,117 | 47,081 |
Total liabilities | 699,983 | 689,911 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; unissued | ||
Common stock, $0.01 par value; 100,000,000 shares authorized; 45,339,223 and 43,605,759 shares issued and outstanding, respectively | 453 | 436 |
Additional paid-in capital | 773,904 | 722,608 |
Dividends paid in excess of earnings | (72,133) | (63,443) |
Total stockholders’ equity | 702,224 | 659,601 |
Total liabilities and stockholders’ equity | $ 1,402,207 | $ 1,349,512 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 45,339,223 | 43,605,759 |
Common stock, shares outstanding | 45,339,223 | 43,605,759 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenues from rental properties | $ 39,667 | $ 37,194 | $ 114,881 | $ 108,180 |
Interest on notes and mortgages receivable | 429 | 709 | 1,173 | 2,090 |
Total revenues | 40,096 | 37,903 | 116,054 | 110,270 |
Operating expenses: | ||||
Property costs | 6,540 | 6,640 | 17,376 | 17,966 |
Impairments | 1,198 | 1,325 | 2,730 | 2,863 |
Environmental | 757 | 18 | 1,347 | 1,069 |
General and administrative | 4,741 | 4,154 | 15,305 | 12,767 |
Depreciation and amortization | 8,895 | 7,635 | 25,980 | 22,057 |
Total operating expenses | 22,131 | 19,772 | 62,738 | 56,722 |
Gain on dispositions of real estate | 2,072 | 82 | 9,550 | 1,138 |
Operating income | 20,037 | 18,213 | 62,866 | 54,686 |
Other income, net | 154 | 376 | 426 | 932 |
Interest expense | (6,180) | (6,705) | (18,464) | (20,061) |
Net earnings | $ 14,011 | $ 11,884 | $ 44,828 | $ 35,557 |
Basic earnings per common share: | ||||
Net earnings | $ 0.30 | $ 0.27 | $ 0.98 | $ 0.83 |
Diluted earnings per common share: | ||||
Net earnings | $ 0.30 | $ 0.27 | $ 0.98 | $ 0.83 |
Weighted average common shares outstanding: | ||||
Basic | 44,955 | 42,226 | 44,425 | 41,690 |
Diluted | 45,025 | 42,254 | 44,445 | 41,708 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings | $ 44,828 | $ 35,557 |
Adjustments to reconcile net earnings to net cash flow provided by operating activities: | ||
Depreciation and amortization expense | 25,980 | 22,057 |
Impairment charges | 2,730 | 2,863 |
Gain on dispositions of real estate | (9,550) | (1,138) |
Deferred rent receivable | (2,158) | (2,448) |
Amortization of above-market and below-market leases | (69) | (248) |
Amortization of investment in direct financing leases | 3,576 | 3,089 |
Amortization of debt issuance costs | 778 | 781 |
Accretion expense | 1,270 | 1,375 |
Stock-based compensation | 2,974 | 2,467 |
Changes in assets and liabilities: | ||
Accounts receivable | (700) | (1,452) |
Prepaid expenses and other assets | (700) | (742) |
Environmental remediation obligations | (4,549) | (6,851) |
Accounts payable and accrued liabilities | (5,722) | (1,706) |
Net cash flow provided by operating activities | 58,688 | 53,604 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Property acquisitions | (126,645) | (104,809) |
Capital expenditures | (271) | (166) |
Addition to construction in progress | (188) | (302) |
Proceeds from dispositions of real estate | 11,059 | 1,400 |
Deposits for property acquisitions | 3,298 | 930 |
Issuance of notes and mortgages receivable | (12,275) | (2,932) |
Collection of notes and mortgages receivable | 5,359 | 7,636 |
Net cash flow used in investing activities | (119,663) | (98,243) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under credit agreement | 70,000 | 115,000 |
Repayments under credit agreement | (52,500) | (25,000) |
Payment of finance lease obligations | (507) | (478) |
Security deposits (refunded) received | 440 | 42 |
Payments of cash dividends | (52,748) | (46,531) |
Payments in settlement of restricted stock units | (728) | (244) |
Net cash flow provided by financing activities | 12,965 | 81,327 |
Change in cash, cash equivalents and restricted cash | (48,010) | 36,688 |
Cash, cash equivalents and restricted cash at beginning of period | 57,054 | 23,664 |
Cash, cash equivalents and restricted cash at end of period | 9,044 | 60,352 |
Supplemental disclosures of cash flow information Cash paid during the period for: | ||
Interest | 17,729 | 19,214 |
Income taxes | 399 | 315 |
Environmental remediation obligations | 3,299 | 4,762 |
Non-cash transactions: | ||
Dividends declared but not yet paid | 18,043 | 16,111 |
Issuance of notes and mortgages receivable related to property dispositions | 792 | |
ATM Program [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net | $ 49,008 | $ 38,538 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | NOTE 1. — DESCRIPTION OF BUSINESS Getty Realty Corp. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”) is a publicly traded, net lease real estate investment trust (“REIT”) specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. 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. 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. |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2. — ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We do not distinguish our principal business or our operations on a geographical basis for purposes of measuring performance. We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. Unaudited, Interim Consolidated Financial Statements The consolidated financial statements are unaudited but, in our opinion, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the periods presented. These statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates, Judgments and Assumptions The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, real estate, receivables, deferred rent receivable, direct financing leases, depreciation and amortization, impairment of long-lived assets, environmental remediation costs, environmental remediation obligations, litigation, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties and, as a result, actual results could differ materially from these estimates. Real Estate Real estate assets are stated at cost less accumulated depreciation and amortization. For acquisitions of real estate we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assumptions used are property and geographic specific and may include, among other things, capitalization rates, market rental rates and EBITDA to rent coverage ratios. We expense transaction costs associated with business combinations in the period incurred. Acquisitions of real estate which do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition costs are capitalized and allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. For additional information regarding property acquisitions, see Note 11 – Property Acquisitions. We capitalize direct costs, including costs such as construction costs and professional services, and indirect costs associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use. We evaluate the held for sale classification of our real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. We evaluate real estate sale transactions where we provide seller financing to determine sale and gain recognition in accordance with GAAP. Expenditures for maintenance and repairs are charged to income when incurred. Direct Financing Leases Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments. We consider direct financing leases to be past-due or delinquent when a contractually required payment is not remitted in accordance with the provisions of the underlying agreement. On June 16, 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments 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. Historically, we have had no collection issues related to these direct financing leases; 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. We review our direct financing leases each reporting period to determine adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. 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. If we determine that the disposition is probable and therefore the property’s holding period is reduced, we may adjust an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value. Notes and Mortgages Receivable Notes and mortgages receivable consists of loans originated by us in conjunction with property dispositions and funding provided to tenants in conjunction with property acquisitions and capital improvements. Notes and mortgages receivable are recorded at stated principal amounts. In conjunction with our adoption of ASU 2016-13 on January 1, 2020, we which was recognized as a cumulative adjustment to retained earnings and as a reduction of the 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. 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. had outstanding $8,872,000 of Our construction loans generally provide for funding only during the construction period, which is typically up to nine months, although our policy is to consider construction periods as long as 24 months. Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the projects. We also review and inspect each property before disbursement of funds during the term of the construction loan. At the end of the construction period, the construction loans will be repaid with the proceeds from the sale of the properties. Revenue Recognition and Deferred Rent Receivable Lease payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on our consolidated balance sheets. We review our accounts receivable, including its deferred rent receivable, related to base rents, straight-line rents, tenant reimbursements and other revenues for collectability. Our evaluation of collectability primarily consists of reviewing past due account balances and considers such factors as the credit quality of our tenant, historical trends of the tenant, changes in tenant payment terms, current economic trends, including the COVID-19”) pandemic, and other facts and circumstances related to the applicable tenants In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. Some concessions will provide a deferral of payments with no substantive changes to the consideration in the original contract. A deferral affects the timing of cash receipts, but the amount of the consideration is substantially the same as that required by the original contract. The FASB staff provides two ways to account for those deferrals: (1) Account for the concessions as if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable. In its income statement, a lessor would continue to recognize income during the deferral period. (2) 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. 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. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant. The sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property. Impairment of Long-Lived Assets Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. 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. 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. In general, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the Fair Value Hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases of 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale. Fair Value of Financial Instruments All of our financial instruments are reflected in the accompanying consolidated balance sheets at amounts which, in our estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those separately disclosed in the notes below. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1” – inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2” – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3” – inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. Environmental Remediation Obligations We record the fair value of a liability for an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability. The accrued liability is net of estimated recoveries from state underground storage tank (“UST”) remediation funds considering estimated recovery rates developed from prior experience with the funds. Net environmental liabilities are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations. Income Taxes We file a federal income tax return on which we consolidate our tax items and the tax items of our subsidiaries that are pass-through entities. Effective January 1, 2001, we elected to qualify, and believe that we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our stockholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Tax returns for the years 2018, 2019 and 2020, and tax returns which will be filed for the year ended 2021, remain open to examination by federal and state tax jurisdictions under the respective statutes of limitations. New Accounting Pronouncements On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to above ASU to clarify certain optional expedients in Topic 848. We are currently evaluating the impact the adoption of ASU 2020-04 will have on our consolidated financial statements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | NOTE 3. — LEASES As Lessor 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. These 1,021 properties are located in 36 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 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. 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 retained the classification of our historical leases as we were not required to reassess classification upon adoption of the new standard expense indirect leasing costs in connection with new or extended tenant leases, the recognition of which would have been deferred under prior accounting guidance 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. 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 a reduction in revenue of 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): Operating Leases Direct Financing Leases 2021 $ 32,125 $ 3,308 2022 128,825 13,203 2023 128,376 13,237 2024 126,723 13,380 2025 126,014 13,412 Thereafter 713,136 45,307 Total $ 1,255,199 $ 101,847 As Lessee For leases in which we are the lessee, ASU 2016-02 requires leases with durations greater than twelve months to be recognized on our consolidated balance sheets. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. As of January 1, 2019, we recognized operating lease right-of-use assets of $25,561,000 (net of deferred rent expense) and operating lease of $26,087,000, which were presented on our consolidated financial statements. The right-of-use assets and lease liabilities are carried at the present value of the remaining expected future lease payments and considered factors such as interest rates available to us on a fully collateralized basis and terms of the leases right-of-use assets The following presents the lease-related assets and liabilities (in thousands): September 30, 2021 Assets Right-of-use assets - operating $ 21,769 Right-of-use assets - finance 405 Total lease assets $ 22,174 Liabilities Lease liability - operating $ 23,467 Lease liability - finance 2,143 Total lease liabilities $ 25,610 The following presents the weighted average lease terms and discount rates of our leases: Weighted-average remaining lease term (years) Operating leases 8.9 Finance leases 7.0 Weighted-average discount rate Operating leases (a) 4.76 % Finance leases 17.00 % (a) Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. The following presents our total lease costs (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Operating lease cost $ 1,043 $ 3,286 Finance lease cost Amortization of leased assets 160 507 Interest on lease liabilities 148 467 Short-term lease cost - - Total lease cost $ 1,351 $ 4,260 The following presents supplemental cash flow information related to our leases (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 860 $ 2,490 Operating cash flows for finance leases 148 467 Financing cash flows for finance leases $ 160 $ 507 As of September 30, 2021, scheduled lease liabilities mature as follows (in thousands) Operating Leases Direct Financing Leases 2021 $ 767 $ 867 2022 3,795 671 2023 3,695 512 2024 3,549 408 2025 3,173 336 Thereafter 14,170 535 Total lease payments 29,149 3,329 Less: amount representing interest (5,682 ) (1,186 ) Present value of lease payments $ 23,467 $ 2,143 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: 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. 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 . (NASDAQ: ARKO) (“Arko”). In the aggregate, our leases with subsidiaries of Arko represented 15% • 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. Getty Petroleum Marketing Inc. Getty Petroleum Marketing Inc. (“Marketing”) was our largest tenant from 1997 until 2012 under a unitary triple-net master lease that was terminated in April 2012 as a consequence of Marketing’s bankruptcy, at which time we either sold or 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. The portfolio leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals during both the initial and renewal terms of these leases. Several of the leases provide for additional rent based on the aggregate volume of fuel sold. In addition, the majority of the 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. Our commitment provides us with the option to either reimburse our tenants or to offset rent when these capital expenditures are made. This deferred expense is recognized on a straight-line basis as a reduction of rental revenue in our consolidated statements of operations over the life of the various leases. As part of the triple-net leases for properties previously leased to Marketing, we transferred title of the USTs to our tenants, and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful lives, or earlier if circumstances warranted, was fully or partially transferred to our new tenants. 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. The cumulative change of $1,158,000 (net of accumulated amortization of $1,847,000) 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4. — COMMITMENTS AND CONTINGENCIES Credit Risk In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A. and these balances, at times, may exceed federally insurable limits. Legal Proceedings 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. 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 In 2004, the United States Environmental Protection Agency (“EPA”) issued General Notice Letters (“GNL”) to over 100 entities, including us, alleging that they are PRPs at the Diamond Alkali Superfund Site (“Superfund Site”), which includes the former Diamond Shamrock Corporation manufacturing facility located at 80-120 Lister Ave. in Newark, New Jersey and a 17-mile stretch of the Passaic River from Dundee Dam to the Newark Bay and its tributaries (the Lower Passaic River Study Area or “LPRSA”). In May 2007, over 70 GNL recipients, including us, entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the LPRSA, which is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the LPRSA. Many of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”). The CPG 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. In October 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for just the upper 9-miles of the LPRSA based on an iterative approach using adaptive management strategies. On December 4, 2020, The CPG submitted a Final Draft Interim Remedy Feasibility Study (“IR/FS”) to the EPA which identifies various targeted dredge and cap alternatives for the upper 9-miles of the 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 . In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the LPRSA have proceeded as follows. First, in June 2012, certain members of the CPG entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) with the EPA to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing. The EPA also issued a Unilateral Order to Occidental Chemical Corporation (“Occidental”), the former owner/operator of the Diamond Shamrock Corporation facility responsible for the discharge of 2,3,8,8-TCDD (“dioxin”) and other hazardous substances from the Lister facility. The Order directed Occidental to participate and contribute to the cost of the river mile 10.9 work. Concurrent with the CPG’s work on the RI/FS, on April 11, 2014, the EPA issued a draft Focused Feasibility Study (“FFS”) with proposed remedial alternatives to remediate the lower 8-miles of the LPRSA. The FFS was subject to public comments and objections and, on March 4, 2016, the EPA issued a ROD for the lower 8-miles (“Lower 8-mile ROD”) selecting a remedy that involves bank-to-bank dredging and installing an engineered cap with an estimated cost of $1,380,000,000. On March 31, 2016, we and more than 100 other PRPs received from the EPA a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”), which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental (who the EPA considers the primary contributor of dioxin and other pesticides generated from the production of Agent Orange at its Diamond Shamrock Corporation facility and a discharger of other contaminants of concern (“COCs”) to the Superfund Site for remedial design of the remedy selected in the Lower 8-mile ROD, after which the EPA plans to begin negotiations with “major” PRPs for implementation and/or payment of the selected remedy. The Notice also stated that the EPA believes that some of the PRPs and other parties not yet identified will be eligible for a cash out settlement with the EPA. On September 30, 2016, Occidental entered into an agreement with the EPA to perform the remedial design for the Lower 8-mile ROD. In December 2019, Occidental submitted a report to the EPA on the progress of the remedial design work, which is still ongoing. Occidental has asserted that it is entitled to indemnification by Maxus Energy Corporation (“Maxus”) and Tierra Solutions, Inc. (“Tierra”) for its liability in connection with the Site. Occidental has also asserted that Maxus and Tierra’s parent company, YPF, S.A. (“YPF”) and certain of its affiliates must indemnify Occidental. On June 16, 2016, Maxus and Tierra filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In July 2017, an amended Chapter 11 plan of liquidation became effective and, in connection therewith, Maxus and Tierra entered into a mutual contribution release agreement with certain parties, including us, pertaining to certain past costs, but not future remedy costs. By letter dated March 30, 2017, the EPA advised the recipients of the Notice that it would be entering into cash out settlements with 20 PRPs to resolve their alleged liability for the remedial actions addressed in the Lower 8-mile ROD, who the EPA stated did not discharge any of the eight hazardous substances identified as a COC in the ROD. The letter also stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the COCs posing the greatest risk to the river) may also be eligible for cash out settlements, and that the EPA would begin a process for identifying other PRPs for negotiation of similar cash out settlements. We were not included in the initial group of 20 parties identified by the EPA for cash out settlements, but we believe we meet EPA’s criteria for a cash out settlement and should be considered for same in any future discussions. In January 2018, the EPA published a notice of its intent to enter into a final settlement agreement with 15 of the initial group of parties to resolve their respective alleged liability for the Lower 8-mile ROD work, each for a payment to the EPA in the amount of $280,600. In August 2017, the EPA appointed an independent third-party allocation expert to conduct allocation proceedings with most of the remaining recipients of the Notice, which is anticipated to lead to additional offers of cash out settlements to certain additional parties and/or a consent decree in which parties that are not offered a cash out settlement will agree to perform the Lower 8-mile ROD remedial action. The allocation proceedings, which we are participating in, are still ongoing. 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. 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. 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. 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 plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; public nuisance; negligence; trespass; and violation of consumer protection law. 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. MTBE Litigation – State of Maryland On December 17, 2017, the State of Maryland, by and through the Attorney General on behalf of the Maryland Department of Environment and the Maryland Department of Health (the “State of Maryland”), filed a complaint in the Circuit Court for Baltimore City related to alleged statewide MTBE contamination in Maryland. 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 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. The plaintiffs also seek to recover costs paid or incurred by the State of Maryland to detect, investigate, treat and remediate MTBE from public and private water wells and groundwater, punitive damages and the award of attorneys’ fees and litigation costs. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; strict liability for abnormally dangerous activity; public nuisance; negligence; trespass; and violations of Titles 4, 7 and 9 of the Maryland Environmental Code. 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. 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5. — DEBT The amounts outstanding under our Restated Credit Agreement and our senior unsecured notes are as follows (in thousands): Maturity Date Interest Rate September 30, 2021 December 31, 2020 Unsecured Revolving Credit Facility March 2022 1.59 % $ 42,500 $ 25,000 Series B Notes June 2023 5.35 % 75,000 75,000 Series C Notes February 2025 4.75 % 50,000 50,000 Series D Notes June 2028 5.47 % 50,000 50,000 Series E Notes June 2028 5.47 % 50,000 50,000 Series F Notes September 2029 3.52 % 50,000 50,000 Series G Notes September 2029 3.52 % 50,000 50,000 Series H Notes September 2029 3.52 % 25,000 25,000 Series I Notes November 2030 3.43 % 100,000 100,000 Series J Notes November 2030 3.43 % 50,000 50,000 Series K Notes November 2030 3.43 % 25,000 25,000 Total debt 567,500 550,000 Unamortized debt issuance costs, net (a) (1,529 ) (2,307 ) Total debt, net $ 565,971 $ 547,693 (a) 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 Credit Agreement On June 2, 2015, we entered into a $225,000,000 senior unsecured credit agreement (the “Credit Agreement”) with a group of banks led by Bank of America, N.A. The Credit Agreement consisted of a $175,000,000 unsecured revolving credit facility (the “Revolving Facility”) and a $50,000,000 unsecured term loan (the “Term Loan”). On March 23, 2018, we entered into an amended and restated credit agreement (as amended, the “Restated Credit Agreement”) amending and restating our Credit Agreement. 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 March 2022 June 2020 March 2023 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 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. The First Amendment modifies the Restated Credit Agreement to, among other things: (i) reflect that we had previously entered into (a) an amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates and (b) a note purchase and guarantee agreement with the Metropolitan Life Insurance Company and certain of its affiliates; On September 12, 2019, in connection with prepayment of the Term Loan, we entered into a consent and amendment (the “Second Amendment”) of our Restated Credit Agreement. 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. 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 . 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. 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 $ 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.” Covenants 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. The Restated Credit Agreement and our senior unsecured notes also contain customary events of default, including cross defaults to each other, change of control and failure to maintain REIT status (provided that the senior unsecured notes require a mandatory offer to prepay the notes upon a change in control in lieu of a change of control event of default). Any event of default, if not cured or waived in a timely manner, would increase by 200 basis points (2.00%) the interest rate we pay under the Restated Credit Agreement and our senior unsecured notes, and could result in the acceleration of our indebtedness under the Restated Credit Agreement and our senior unsecured notes. 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. Debt Maturities As of September 30, 2021, scheduled debt maturities, including balloon payments, are as follows (in thousands): Revolving Facility Senior Unsecured Notes Total 2021 $ — $ — $ — 2022 (a) 42,500 — 42,500 2023 — 75,000 75,000 2024 — — — 2025 — 50,000 50,000 Thereafter — 400,000 400,000 Total $ 42,500 $ 525,000 $ 567,500 (a) 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 |
Environmental Obligations
Environmental Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Obligations | NOTE 6. — ENVIRONMENTAL OBLIGATIONS We are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental costs are principally attributable to remediation costs which are incurred for, among other things, removing USTs, excavation of contaminated soil and water, installing, operating, maintaining and decommissioning remediation systems, monitoring contamination and governmental agency compliance reporting required in connection with contaminated properties. We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. We are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. 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 material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. 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 . We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them . The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds. For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which in certain cases is partially borne by us) and remediation of any environmental contamination that arises during the term of their tenancy. Under the terms of our leases covering properties previously leased to Marketing (substantially all of which commenced in 2012), we have agreed to be responsible for environmental contamination at the premises that was known at the time the lease commenced, and for environmental contamination which existed prior to commencement of the lease and is discovered (other than as a result of a voluntary site investigation) during the first 10 years of the lease term (or a shorter period for a minority of such leases). After expiration of such 10-year (or, in certain cases, shorter) period, responsibility for all newly discovered contamination, even if it relates to periods prior to commencement of the lease, is contractually allocated to our tenant. Our tenants at properties previously leased to Marketing are in all cases responsible for the cost of any remediation of contamination that results from their use and occupancy of our properties. 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. 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. In those cases, we are responsible for costs associated with the remediation of such preexisting contamination. We have also agreed to be responsible for environmental contamination that existed prior to the sale of certain properties assuming the contamination is discovered (other than as a result of a voluntary site investigation) during the first five years after the sale of the properties. In the course of certain UST removals and replacements at properties previously leased to Marketing where we retained continuing responsibility for preexisting environmental obligations, previously unknown environmental contamination was and continues to be discovered. As a result, we have developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and have accrued for these estimated costs. These estimates are based primarily upon quantifiable trends which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the removal and replacement of USTs. Our accrual of the additional liability represents our estimate of the fair value of cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds. In arriving at our accrual, we analyzed the ages of USTs at properties where we would be responsible for preexisting contamination found within 10 years after commencement of a lease (for properties subject to long-term triple-net leases) or five years from a sale (for divested properties), and projected a cost to closure for preexisting unknown environmental contamination. We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation (using a range of 2.0% to 2.75%), and then discount them to present value (using a range of 4.0% to 7.0%). We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of September 30, 2021, we had accrued a total of $47,767,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $11,585,000, 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) $36,182,000 for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2020, we had accrued a total of $48,084,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $11,718,000, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries and (b) $36,366,000 for future environmental liabilities related to preexisting unknown contamination. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $1,270,000 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 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. 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. 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. In developing our liability for estimated environmental remediation obligations on a property by property basis, we consider, among other things, laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates derived upon facts known to us at this time, which are subject to significant change as circumstances change, and as environmental contingencies become more clearly defined and reasonably estimable. Any changes to our estimates or our assumptions that form the basis of our estimates may result in our providing an accrual, or adjustments to the amounts recorded, for environmental remediation liabilities. In July 2012, we purchased a 10-year pollution legal liability insurance policy covering substantially all of our properties at that time for preexisting unknown environmental liabilities and new environmental events. The policy has a $50,000,000 aggregate limit and is subject to various self-insured retentions and other conditions and limitations. 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. Bankruptcy Court during Marketing’s bankruptcy proceedings. Under these assigned polices, we have received and expect to continue to receive reimbursement of certain remediation expenses for covered claims. In light of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe that it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected in our consolidated financial statements as they become probable and a reasonable estimate of fair value can be made. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7. — 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): Common Stock Additional Paid-in Dividends Paid In Excess Shares Amount Capital Of Earnings Total BALANCE, JUNE 30, 2021 44,703 $ 447 $ 753,420 $ (68,101 ) $ 685,766 Net earnings 14,011 14,011 Dividends declared — $0.39 per share (18,043 ) (18,043 ) Shares issued pursuant to ATM Program, net 636 6 19,424 — 19,430 Shares issued pursuant to dividend reinvestment — — 23 — 23 Stock-based compensation/settlements — — 1,037 — 1,037 BALANCE, SEPTEMBER 30, 2021 45,339 $ 453 $ 773,904 $ (72,133 ) $ 702,224 BALANCE, DECEMBER 31, 2020 43,606 $ 436 $ 722,608 $ (63,443 ) $ 659,601 Net earnings 44,828 44,828 Dividends declared — $1.17 per share (53,518 ) (53,518 ) Shares issued pursuant to ATM Program, net 1,668 16 48,992 — 49,008 Shares issued pursuant to dividend reinvestment 1 — 59 — 59 Stock-based compensation/settlements 64 1 2,245 — 2,246 BALANCE, SEPTEMBER 30, 2021 45,339 $ 453 $ 773,904 $ (72,133 ) $ 702,224 Common Stock Additional Paid-in Dividends Paid In Excess Shares Amount Capital Of Earnings Total BALANCE, JUNE 30, 2020 41,796 $ 418 $ 669,805 $ (75,715 ) $ 594,508 Net earnings 11,884 11,884 Dividends declared — $0.37 per share (16,111 ) (16,111 ) Shares issued pursuant to ATM Program, net 922 9 26,613 — 26,622 Shares issued pursuant to dividend reinvestment 1 — 16 — 16 Stock-based compensation/settlements — — 867 — 867 BALANCE, SEPTEMBER 30, 2020 42,719 $ 427 $ 697,301 $ (79,942 ) $ 617,786 BALANCE, DECEMBER 31, 2019 41,368 $ 414 $ 656,127 $ (67,102 ) $ 589,439 Net earnings 35,557 35,557 Cumulative-effect adjustment for the adoption of new accounting pronouncement (Note 2) (886 ) (886 ) Dividends declared — $1.11 per share (47,511 ) (47,511 ) Shares issued pursuant to ATM Program, net 1,326 13 38,525 — 38,538 Shares issued pursuant to dividend reinvestment 14 — 426 — 426 Stock-based compensation/settlements 11 — 2,223 — 2,223 BALANCE, SEPTEMBER 30, 2020 42,719 $ 427 $ 697,301 $ (79,942 ) $ 617,786 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. ATM Program In March 2018, we established an at-the-market equity offering program (the “2018 ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $125,000,000 through a consortium of banks acting as agents. The 2018 ATM Program was terminated in January 2021. In February 2021, we established a new at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $ 250,000,000 through a consortium of banks acting as agents. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent. During the three and nine months ended September 30, 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. 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. Dividends 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. 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. 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. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | NOTE 8. — EARNINGS PER COMMON SHARE Basic and diluted earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of shares of our common stock in settlement of RSUs which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic and diluted earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted average number of common shares outstanding during the period. 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, 2021 2020 2021 2020 Net earnings $ 14,011 $ 11,884 $ 44,828 $ 35,557 Less earnings attributable to RSUs outstanding (361 ) (318 ) (1,082 ) (953 ) Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation 13,650 11,566 43,746 34,604 Weighted average common shares outstanding: Basic 44,955 42,226 44,425 41,690 Incremental shares from stock-based compensation 70 28 20 18 Diluted 45,025 42,254 44,445 41,708 Basic earnings per common share $ 0.30 $ 0.27 $ 0.98 $ 0.83 Diluted earnings per common share $ 0.30 $ 0.27 $ 0.98 $ 0.83 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. — FAIR VALUE MEASUREMENTS 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 $ and $ , 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. Supplemental Retirement Plan We have mutual fund assets that are measured at fair value on a recurring basis using Level 1 inputs. We have a Supplemental Retirement Plan for executives. The amounts held in trust under the Supplemental Retirement Plan using Level 2 inputs may be used to satisfy claims of general creditors in the event of our or any of our subsidiaries’ bankruptcy. 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): Level 1 Level 2 Level 3 Total Assets: Mutual funds $ 1,092 $ — $ — $ 1,092 Liabilities: Deferred compensation $ — $ 1,092 $ — $ 1,092 The following summarizes as of December 31, 2020, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Mutual funds $ 970 $ — $ — $ 970 Liabilities: Deferred compensation $ — $ 970 $ — $ 970 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. 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. |
Assets Held For Sale
Assets Held For Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets Held For Sale | NOTE 10. — ASSETS HELD FOR SALE We evaluate the held for sale classification of our real estate as of the end of each quarter. 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, 2021 December 31, 2020 Land $ 66 $ — Buildings and improvements 50 — 116 — Accumulated depreciation and amortization (5 ) — Real estate held for sale, net $ 111 $ — During the nine months ended September 30, 2021 In addition, nine months ended September 30, 2021 |
Property Acquisitions
Property Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Property Acquisitions | NOTE 11. — 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 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 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 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 On August 25, 2020, we acquired fee simple interests in seven car wash properties for an aggregate purchase price of $28,301,000 and entered into a unitary lease at the closing of the transactions. We funded the transactions through funds available under our Revolving Facility. The unitary lease provides for an initial term of 15 years, with five five-year 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 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 $9,236,000 of the purchase price to land, $15,394,000 to buildings and improvements and $1,575,000 to in-place leases. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. — 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. Pursuant to the Second Restated Credit Agreement, we (i) extended the maturity date of the Revolving Facility from March 2022 October 2025 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 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. 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 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. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We do not distinguish our principal business or our operations on a geographical basis for purposes of measuring performance. We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. |
Unaudited, Interim Consolidated Financial Statements | Unaudited, Interim Consolidated Financial Statements The consolidated financial statements are unaudited but, in our opinion, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the periods presented. These statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Use of Estimates, Judgments and Assumptions | Use of Estimates, Judgments and Assumptions The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, real estate, receivables, deferred rent receivable, direct financing leases, depreciation and amortization, impairment of long-lived assets, environmental remediation costs, environmental remediation obligations, litigation, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties and, as a result, actual results could differ materially from these estimates. |
Real Estate | Real Estate Real estate assets are stated at cost less accumulated depreciation and amortization. For acquisitions of real estate we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assumptions used are property and geographic specific and may include, among other things, capitalization rates, market rental rates and EBITDA to rent coverage ratios. We expense transaction costs associated with business combinations in the period incurred. Acquisitions of real estate which do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition costs are capitalized and allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. For additional information regarding property acquisitions, see Note 11 – Property Acquisitions. We capitalize direct costs, including costs such as construction costs and professional services, and indirect costs associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use. We evaluate the held for sale classification of our real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. We evaluate real estate sale transactions where we provide seller financing to determine sale and gain recognition in accordance with GAAP. Expenditures for maintenance and repairs are charged to income when incurred. |
Direct Financing Leases | Direct Financing Leases Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments. We consider direct financing leases to be past-due or delinquent when a contractually required payment is not remitted in accordance with the provisions of the underlying agreement. On June 16, 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments 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. Historically, we have had no collection issues related to these direct financing leases; 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. We review our direct financing leases each reporting period to determine adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. 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. If we determine that the disposition is probable and therefore the property’s holding period is reduced, we may adjust an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value. |
Notes and Mortgages Receivable | Notes and Mortgages Receivable Notes and mortgages receivable consists of loans originated by us in conjunction with property dispositions and funding provided to tenants in conjunction with property acquisitions and capital improvements. Notes and mortgages receivable are recorded at stated principal amounts. In conjunction with our adoption of ASU 2016-13 on January 1, 2020, we which was recognized as a cumulative adjustment to retained earnings and as a reduction of the 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. 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. had outstanding $8,872,000 of Our construction loans generally provide for funding only during the construction period, which is typically up to nine months, although our policy is to consider construction periods as long as 24 months. Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the projects. We also review and inspect each property before disbursement of funds during the term of the construction loan. At the end of the construction period, the construction loans will be repaid with the proceeds from the sale of the properties. |
Revenue Recognition and Deferred Rent Receivable | Revenue Recognition and Deferred Rent Receivable Lease payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on our consolidated balance sheets. We review our accounts receivable, including its deferred rent receivable, related to base rents, straight-line rents, tenant reimbursements and other revenues for collectability. Our evaluation of collectability primarily consists of reviewing past due account balances and considers such factors as the credit quality of our tenant, historical trends of the tenant, changes in tenant payment terms, current economic trends, including the COVID-19”) pandemic, and other facts and circumstances related to the applicable tenants In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. Some concessions will provide a deferral of payments with no substantive changes to the consideration in the original contract. A deferral affects the timing of cash receipts, but the amount of the consideration is substantially the same as that required by the original contract. The FASB staff provides two ways to account for those deferrals: (1) Account for the concessions as if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable. In its income statement, a lessor would continue to recognize income during the deferral period. (2) 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. 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. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant. The sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. 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. 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. In general, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the Fair Value Hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases of 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments All of our financial instruments are reflected in the accompanying consolidated balance sheets at amounts which, in our estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those separately disclosed in the notes below. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1” – inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2” – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3” – inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. |
Environmental Remediation Obligations | Environmental Remediation Obligations We record the fair value of a liability for an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability. The accrued liability is net of estimated recoveries from state underground storage tank (“UST”) remediation funds considering estimated recovery rates developed from prior experience with the funds. Net environmental liabilities are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations. |
Income Taxes | Income Taxes We file a federal income tax return on which we consolidate our tax items and the tax items of our subsidiaries that are pass-through entities. Effective January 1, 2001, we elected to qualify, and believe that we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our stockholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Tax returns for the years 2018, 2019 and 2020, and tax returns which will be filed for the year ended 2021, remain open to examination by federal and state tax jurisdictions under the respective statutes of limitations. |
New Accounting Pronouncements | New Accounting Pronouncements On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to above ASU to clarify certain optional expedients in Topic 848. We are currently evaluating the impact the adoption of ASU 2020-04 will have on our consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Future Contractual Annual Rentals Receivable | 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): Operating Leases Direct Financing Leases 2021 $ 32,125 $ 3,308 2022 128,825 13,203 2023 128,376 13,237 2024 126,723 13,380 2025 126,014 13,412 Thereafter 713,136 45,307 Total $ 1,255,199 $ 101,847 |
Schedule of Lease-related Assets and Liabilities | The following presents the lease-related assets and liabilities (in thousands): September 30, 2021 Assets Right-of-use assets - operating $ 21,769 Right-of-use assets - finance 405 Total lease assets $ 22,174 Liabilities Lease liability - operating $ 23,467 Lease liability - finance 2,143 Total lease liabilities $ 25,610 |
Summary of Weighted-average Remaining Lease Terms and Discount Rates | The following presents the weighted average lease terms and discount rates of our leases: Weighted-average remaining lease term (years) Operating leases 8.9 Finance leases 7.0 Weighted-average discount rate Operating leases (a) 4.76 % Finance leases 17.00 % (a) Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. |
Schedule of Information Related to Lease Costs for Finance and Operating Leases | The following presents our total lease costs (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Operating lease cost $ 1,043 $ 3,286 Finance lease cost Amortization of leased assets 160 507 Interest on lease liabilities 148 467 Short-term lease cost - - Total lease cost $ 1,351 $ 4,260 |
Schedule of Supplemental Cash Flow Information Related to Leases | The following presents supplemental cash flow information related to our leases (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 860 $ 2,490 Operating cash flows for finance leases 148 467 Financing cash flows for finance leases $ 160 $ 507 |
Schedule of Reconciles the Undiscounted Cash Flows for Direct Financing Lease Liabilities and Operating Lease Liabilities | As of September 30, 2021, scheduled lease liabilities mature as follows (in thousands) Operating Leases Direct Financing Leases 2021 $ 767 $ 867 2022 3,795 671 2023 3,695 512 2024 3,549 408 2025 3,173 336 Thereafter 14,170 535 Total lease payments 29,149 3,329 Less: amount representing interest (5,682 ) (1,186 ) Present value of lease payments $ 23,467 $ 2,143 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturity Amounts Outstanding Under Credit Agreement and Senior Unsecured Notes | The amounts outstanding under our Restated Credit Agreement and our senior unsecured notes are as follows (in thousands): Maturity Date Interest Rate September 30, 2021 December 31, 2020 Unsecured Revolving Credit Facility March 2022 1.59 % $ 42,500 $ 25,000 Series B Notes June 2023 5.35 % 75,000 75,000 Series C Notes February 2025 4.75 % 50,000 50,000 Series D Notes June 2028 5.47 % 50,000 50,000 Series E Notes June 2028 5.47 % 50,000 50,000 Series F Notes September 2029 3.52 % 50,000 50,000 Series G Notes September 2029 3.52 % 50,000 50,000 Series H Notes September 2029 3.52 % 25,000 25,000 Series I Notes November 2030 3.43 % 100,000 100,000 Series J Notes November 2030 3.43 % 50,000 50,000 Series K Notes November 2030 3.43 % 25,000 25,000 Total debt 567,500 550,000 Unamortized debt issuance costs, net (a) (1,529 ) (2,307 ) Total debt, net $ 565,971 $ 547,693 (a) 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 |
Summary of Scheduled Debt Maturities, Including Balloon Payments | As of September 30, 2021, scheduled debt maturities, including balloon payments, are as follows (in thousands): Revolving Facility Senior Unsecured Notes Total 2021 $ — $ — $ — 2022 (a) 42,500 — 42,500 2023 — 75,000 75,000 2024 — — — 2025 — 50,000 50,000 Thereafter — 400,000 400,000 Total $ 42,500 $ 525,000 $ 567,500 (a) 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Changes in 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): Common Stock Additional Paid-in Dividends Paid In Excess Shares Amount Capital Of Earnings Total BALANCE, JUNE 30, 2021 44,703 $ 447 $ 753,420 $ (68,101 ) $ 685,766 Net earnings 14,011 14,011 Dividends declared — $0.39 per share (18,043 ) (18,043 ) Shares issued pursuant to ATM Program, net 636 6 19,424 — 19,430 Shares issued pursuant to dividend reinvestment — — 23 — 23 Stock-based compensation/settlements — — 1,037 — 1,037 BALANCE, SEPTEMBER 30, 2021 45,339 $ 453 $ 773,904 $ (72,133 ) $ 702,224 BALANCE, DECEMBER 31, 2020 43,606 $ 436 $ 722,608 $ (63,443 ) $ 659,601 Net earnings 44,828 44,828 Dividends declared — $1.17 per share (53,518 ) (53,518 ) Shares issued pursuant to ATM Program, net 1,668 16 48,992 — 49,008 Shares issued pursuant to dividend reinvestment 1 — 59 — 59 Stock-based compensation/settlements 64 1 2,245 — 2,246 BALANCE, SEPTEMBER 30, 2021 45,339 $ 453 $ 773,904 $ (72,133 ) $ 702,224 Common Stock Additional Paid-in Dividends Paid In Excess Shares Amount Capital Of Earnings Total BALANCE, JUNE 30, 2020 41,796 $ 418 $ 669,805 $ (75,715 ) $ 594,508 Net earnings 11,884 11,884 Dividends declared — $0.37 per share (16,111 ) (16,111 ) Shares issued pursuant to ATM Program, net 922 9 26,613 — 26,622 Shares issued pursuant to dividend reinvestment 1 — 16 — 16 Stock-based compensation/settlements — — 867 — 867 BALANCE, SEPTEMBER 30, 2020 42,719 $ 427 $ 697,301 $ (79,942 ) $ 617,786 BALANCE, DECEMBER 31, 2019 41,368 $ 414 $ 656,127 $ (67,102 ) $ 589,439 Net earnings 35,557 35,557 Cumulative-effect adjustment for the adoption of new accounting pronouncement (Note 2) (886 ) (886 ) Dividends declared — $1.11 per share (47,511 ) (47,511 ) Shares issued pursuant to ATM Program, net 1,326 13 38,525 — 38,538 Shares issued pursuant to dividend reinvestment 14 — 426 — 426 Stock-based compensation/settlements 11 — 2,223 — 2,223 BALANCE, SEPTEMBER 30, 2020 42,719 $ 427 $ 697,301 $ (79,942 ) $ 617,786 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | 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, 2021 2020 2021 2020 Net earnings $ 14,011 $ 11,884 $ 44,828 $ 35,557 Less earnings attributable to RSUs outstanding (361 ) (318 ) (1,082 ) (953 ) Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation 13,650 11,566 43,746 34,604 Weighted average common shares outstanding: Basic 44,955 42,226 44,425 41,690 Incremental shares from stock-based compensation 70 28 20 18 Diluted 45,025 42,254 44,445 41,708 Basic earnings per common share $ 0.30 $ 0.27 $ 0.98 $ 0.83 Diluted earnings per common share $ 0.30 $ 0.27 $ 0.98 $ 0.83 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | 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): Level 1 Level 2 Level 3 Total Assets: Mutual funds $ 1,092 $ — $ — $ 1,092 Liabilities: Deferred compensation $ — $ 1,092 $ — $ 1,092 The following summarizes as of December 31, 2020, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands): Level 1 Level 2 Level 3 Total Assets: Mutual funds $ 970 $ — $ — $ 970 Liabilities: Deferred compensation $ — $ 970 $ — $ 970 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Real Estate Held for Sale | Real estate held for sale consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Land $ 66 $ — Buildings and improvements 50 — 116 — Accumulated depreciation and amortization (5 ) — Real estate held for sale, net $ 111 $ — |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Sep. 30, 2021PropertyState |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of properties in portfolio | Property | 1,021 |
Number of states in which our properties are located | State | 36 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Investment in direct financing leases, net | $ 72,823,000 | $ 72,823,000 | $ 77,238,000 | |||
Impairments | 1,198,000 | $ 1,325,000 | 2,730,000 | $ 2,863,000 | ||
Notes and mortgages receivable | $ 18,196,000 | $ 18,196,000 | 11,280,000 | |||
Level 3 [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Assumed annual average rent increases for unobservable inputs | 2.00% | |||||
Level 3 [Member] | Measurement Input Expected Term [Member] | Maximum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Assumed holding periods for unobservable inputs | 15 years | |||||
Level 3 [Member] | Measurement Input Cap Rate [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Real estate fair value, measurement input | 8.00% | 8.00% | ||||
Level 3 [Member] | Measurement Input Discount Rate [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Real estate fair value, measurement input | 7.00% | 7.00% | ||||
Properties [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | $ 670,000 | 601,000 | ||||
Estimated Sale Price Method [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | 43,000 | |||||
Discounted Cash Flow Method [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | 484,000 | |||||
Accumulation of Asset Retirement Cost Method [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | 2,203,000 | |||||
Construction Loans [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Notes and mortgages receivable | $ 8,872,000 | 8,872,000 | ||||
Notes and Mortgages Receivable [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | 0 | 0 | 0 | 0 | ||
Direct Financing Leases Financing Receivable [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Impairments | 0 | $ 0 | 0 | $ 0 | ||
Accounting Standards Update 2016-13 [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Investment in direct financing leases, net | $ 82,366,000 | |||||
Estimated credit loss reserve related to direct financing leases | 578,000 | |||||
Additional allowance for credit losses | 340,000 | |||||
Credit loss reserve | 309,000 | |||||
Notes and mortgages receivable | $ 30,855,000 | |||||
Proceeds from construction loans | 12,275,000 | |||||
Accounting Standards Update 2016-13 [Member] | Notes and Mortgages Receivable [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Additional allowance for credit losses | 0 | 0 | $ 28,000 | |||
Accounting Standards Update 2016-13 [Member] | Direct Financing Leases Financing Receivable [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Additional allowance for credit losses | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($)PropertyState | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)PropertyState | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) | |
Leases [Line Items] | |||||||
Number of properties in portfolio | Property | 1,021 | 1,021 | |||||
Number of states in which our properties are located | State | 36 | 36 | |||||
Revenues from rental properties | $ 39,667 | $ 37,194 | $ 114,881 | $ 108,180 | |||
Rental income contractually due from tenants in revenues from rental properties included in continuing operations | 34,852 | 32,015 | 102,756 | 95,193 | |||
Revenue recognition adjustments included in revenues from rental properties in continuing operations | 594 | 151 | 1,320 | 306 | |||
Real Estate Taxes and other municipal charges paid then reimbursed by tenants included in revenues and expenses | 5,409 | $ 5,330 | 13,445 | $ 13,293 | |||
Net investment in direct financing leases | 72,823 | 72,823 | $ 77,238 | ||||
Net Investments in direct financing lease, lease payments receivable | 101,847 | 101,847 | 113,256 | ||||
Net Investment in direct financing lease, unguaranteed estimated residual value | 13,928 | 13,928 | 13,928 | ||||
Net Investment in direct financing lease, deferred income | 42,034 | 42,034 | 49,028 | ||||
Net Investment in direct financing lease, allowance for credit losses | 918 | 918 | 918 | ||||
Operating lease liabilities | 23,467 | 23,467 | 25,045 | ||||
Operating lease right of use assets | $ 21,769 | $ 21,769 | $ 24,319 | ||||
Accounting Standards Update 2016-13 [Member] | |||||||
Leases [Line Items] | |||||||
Net investment in direct financing leases | $ 82,366 | ||||||
Estimated credit loss reserve related to direct financing leases | $ 578 | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Leases [Line Items] | |||||||
Operating lease liabilities | $ 26,087 | ||||||
Operating lease right of use assets | $ 25,561 | ||||||
Third Party Landlords [Member] | |||||||
Leases [Line Items] | |||||||
Number of properties leased | Property | 49 | 49 | |||||
Owned Properties [Member] | |||||||
Leases [Line Items] | |||||||
Number of properties | Property | 972 | 972 |
Leases - Future Contractual Ann
Leases - Future Contractual Annual Rentals Receivable (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating leases | ||
2021 | $ 32,125 | |
2022 | 128,825 | |
2023 | 128,376 | |
2024 | 126,723 | |
2025 | 126,014 | |
Thereafter | 713,136 | |
Total | 1,255,199 | |
Direct financing leases | ||
2021 | 3,308 | |
2022 | 13,203 | |
2023 | 13,237 | |
2024 | 13,380 | |
2025 | 13,412 | |
Thereafter | 45,307 | |
Total | $ 101,847 | $ 113,256 |
Leases - Schedule of Lease-rela
Leases - Schedule of Lease-related Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Right-of-use assets - operating | $ 21,769 | $ 24,319 |
Right-of-use assets - finance | 405 | 763 |
Total lease assets | 22,174 | |
Liabilities | ||
Lease liability - operating | 23,467 | 25,045 |
Lease liability - finance | 2,143 | $ 3,541 |
Total lease liabilities | $ 25,610 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Terms and Discount Rates (Detail) | Sep. 30, 2021 | |
Weighted-average remaining lease term (years) | ||
Operating leases | 8 years 10 months 24 days | |
Finance leases | 7 years | |
Weighted-average discount rate | ||
Operating leases | 4.76% | [1] |
Finance leases | 17.00% | |
[1] | Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. |
Leases - Schedule of Informatio
Leases - Schedule of Information Related to Lease Costs for Finance and Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 1,043 | $ 3,286 |
Finance lease cost | ||
Amortization of leased assets | 160 | 507 |
Interest on lease liabilities | 148 | 467 |
Total lease cost | $ 1,351 | $ 4,260 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows for operating leases | $ 860 | $ 2,490 | |
Operating cash flows for finance leases | 148 | 467 | |
Financing cash flows for finance leases | $ 160 | $ 507 | $ 478 |
Leases - Schedule of Reconciles
Leases - Schedule of Reconciles the Undiscounted Cash Flows for Direct Financing Lease Liabilities and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finance Lease Liability And Operating Lease Liability Maturity [Abstract] | ||
2021 | $ 767 | |
2022 | 3,795 | |
2023 | 3,695 | |
2024 | 3,549 | |
2025 | 3,173 | |
Thereafter | 14,170 | |
Total lease payments | 29,149 | |
Less: amount representing interest | (5,682) | |
Operating lease liabilities | 23,467 | $ 25,045 |
2021 | 867 | |
2022 | 671 | |
2023 | 512 | |
2024 | 408 | |
2025 | 336 | |
Thereafter | 535 | |
Total lease payments | 3,329 | |
Less: amount representing interest | (1,186) | |
Present value of lease payments | $ 2,143 | $ 3,541 |
Leases - Major Tenants - Additi
Leases - Major Tenants - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2021PropertyLeaseTenant | Sep. 30, 2020 | |
Leases [Line Items] | ||
Number of significant tenants | Tenant | 2 | |
Subsidiaries of Global Partners LP (NYSE GLP) [Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 150 | |
Number of unitary leases guaranteed by the parent | 3 | |
Subsidiaries of Global Partners LP (NYSE GLP) [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Leases [Line Items] | ||
Lease revenue percentage | 16.00% | 16.00% |
Subsidiaries of ARKO Corp. (NASDAQ: ARKO) [Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 128 | |
Number of unitary leases guaranteed by the parent | 4 | |
Subsidiaries of ARKO Corp. (NASDAQ: ARKO) [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Leases [Line Items] | ||
Lease revenue percentage | 15.00% | 15.00% |
Apro, LLC (d/b/a United Oil) [Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 77 | |
Number Of Unitary Leases To Tenant | 3 | |
Apro, LLC (d/b/a United Oil) [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Leases [Line Items] | ||
Lease revenue percentage | 11.00% | 12.00% |
Subsidiaries of Chestnut Petroleum Dist. Inc.[Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 70 | |
Number of unitary leases | 2 | |
Subsidiaries of Chestnut Petroleum Dist. Inc.[Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Leases [Line Items] | ||
Lease revenue percentage | 9.00% | 10.00% |
Number of leased properties guaranteed | 52 |
Leases - Getty Petroleum Market
Leases - Getty Petroleum Marketing Inc. - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($)PropertyPortfolio | |
Leases [Line Items] | |
Number of leased properties subject to long-term triple-net leases | Property | 313 |
Number of long-term triple-net leases during the period | Portfolio | 14 |
Number of leased properties as single unit triple net leases | Portfolio | 26 |
Maximum lease commitment for capital expenditure | $ 6,658,000 |
Unitary triple-net lease agreements initial terms | 15 years |
USTs [Member] | |
Leases [Line Items] | |
Asset retirement obligations removed from balance sheet | $ 13,813,000 |
Net asset retirement costs related to USTs removed from balance sheet | 10,808,000 |
Deferred rental revenue | 1,158,000 |
Deferred rental revenue accumulated amortization | $ 1,847,000 |
Maximum [Member] | |
Leases [Line Items] | |
Unitary triple-net lease agreements successive terms | 20 years |
Getty Petroleum Marketing Inc [Member] | |
Leases [Line Items] | |
Number of properties previously leased | Property | 346 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 17, 2017Defendant | Mar. 04, 2016USD ($) | Jul. 07, 2014Defendant | May 31, 2007Defendant | Jun. 30, 2018Defendant | Dec. 31, 2004Entity | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 31, 2018USD ($)Party | Mar. 30, 2017Party |
Loss Contingencies [Line Items] | ||||||||||
Accrued legal matters | $ | $ 75,000 | $ 4,275,000 | ||||||||
EPA [Member] | Occidental Chemical Corporation [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of potentially responsible parties | Party | 20 | |||||||||
Number of potentially responsible parties that the EPA intends to enter into a final settlement agreement with | Party | 15 | |||||||||
Remediation cost for identified responsible parties | $ | $ 280,600 | |||||||||
8 Mile Stretch of Lower Passaic River [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Cost estimate for remediating Lower Passaic River | $ | $ 1,380,000,000 | |||||||||
Minimum [Member] | CERCLA [Member] | Occidental Chemical Corporation [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants under complaint | 120 | |||||||||
Minimum [Member] | 17 Mile Stretch of Lower Passaic River [Member] | EPA [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of entities to which general notice letters issued | Entity | 100 | |||||||||
Lower Passaic River [Member] | Minimum [Member] | 17 Mile Stretch of Lower Passaic River [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Parties to perform a remedial investigation and feasibility study | 70 | |||||||||
MTBE [Member] | Minimum [Member] | PA [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants in the MTBE complaint | 50 | |||||||||
MTBE [Member] | Minimum [Member] | MARYLAND [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants in the MTBE complaint | 60 |
Debt - Schedule of Maturity Amo
Debt - Schedule of Maturity Amounts Outstanding Under Credit Agreement and Senior Unsecured Notes (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 14, 2020 | |
Line of Credit Facility [Line Items] | |||
Borrowings under credit agreement, outstanding amount | $ 42,500,000 | $ 25,000,000 | |
Borrowings under note purchase and guarantee agreement, outstanding amount | 523,946,000 | 523,828,000 | |
Total debt | 567,500,000 | 550,000,000 | |
Unamortized debt issuance costs, net | (1,529,000) | (2,307,000) | |
Total debt, net | $ 565,971,000 | $ 547,693,000 | |
Revolving Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Mar. 31, 2022 | Mar. 31, 2022 | |
Interest Rate | 1.59% | 1.59% | |
Borrowings under credit agreement, outstanding amount | $ 42,500,000 | $ 25,000,000 | $ 75,000,000 |
Total debt | $ 42,500,000 | ||
Series B Notes Maturing in June 2023 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Jun. 30, 2023 | Jun. 30, 2023 | |
Interest Rate | 5.35% | 5.35% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 75,000,000 | $ 75,000,000 | |
Series C Notes Maturing in February 2025 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Feb. 28, 2025 | Feb. 28, 2025 | |
Interest Rate | 4.75% | 4.75% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series D Notes Maturing in June 2028 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Jun. 30, 2028 | Jun. 30, 2028 | |
Interest Rate | 5.47% | 5.47% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series E Notes Maturing in June 2028 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Jun. 30, 2028 | Jun. 30, 2028 | |
Interest Rate | 5.47% | 5.47% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series F Notes Maturing in September 2029 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Sep. 30, 2029 | Sep. 30, 2029 | |
Interest Rate | 3.52% | 3.52% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series G Notes Maturing in September 2029 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Sep. 30, 2029 | Sep. 30, 2029 | |
Interest Rate | 3.52% | 3.52% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series I Notes Maturing in November 2030 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Nov. 30, 2030 | Nov. 30, 2030 | |
Interest Rate | 3.43% | 3.43% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 100,000,000 | $ 100,000,000 | |
Series H Notes Maturing in September 2029 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Sep. 30, 2029 | Sep. 30, 2029 | |
Interest Rate | 3.52% | 3.52% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 25,000,000 | $ 25,000,000 | |
Series J Notes Maturing in November 2030 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Nov. 30, 2030 | Nov. 30, 2030 | |
Interest Rate | 3.43% | 3.43% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 50,000,000 | $ 50,000,000 | |
Series K Notes Maturing in November 2030 [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity Date | Nov. 30, 2030 | Nov. 30, 2030 | |
Interest Rate | 3.43% | 3.43% | |
Borrowings under note purchase and guarantee agreement, outstanding amount | $ 25,000,000 | $ 25,000,000 |
Debt - Schedule of Maturity A_2
Debt - Schedule of Maturity Amounts Outstanding Under Credit Agreement and Senior Unsecured Notes (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | $ 1,529 | $ 2,307 |
Revolving Facility [Member] | Prepaid Expenses and Other Assets [Member] | ||
Line of Credit Facility [Line Items] | ||
Unamortized debt issuance costs | $ 475 | $ 1,135 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Mar. 23, 2018 | Jun. 02, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 14, 2020 | Sep. 12, 2019 |
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement initiation date | Jun. 2, 2015 | ||||||
Senior unsecured revolving credit agreement | $ 225,000,000 | ||||||
Term loan under credit agreement | 50,000,000 | ||||||
Borrowings under credit agreement | $ 42,500,000 | $ 25,000,000 | |||||
Repayment of borrowings under credit agreement, outstanding amount | $ 52,500,000 | $ 25,000,000 | |||||
Series A Note [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Feb. 25, 2021 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note, issuance date | Dec. 4, 2020 | ||||||
Amount of rate increase in case of default | 2.00% | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series A Note [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Feb. 25, 2021 | ||||||
Interest rate on agreement | 6.00% | ||||||
Senior unsecured note, aggregate amount issued | $ 100,000,000 | ||||||
Loss on extinguishment of debt | $ 1,233,000 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series B Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Jun. 2, 2023 | ||||||
Interest rate on agreement | 5.35% | ||||||
Senior unsecured note, aggregate amount issued | $ 75,000,000 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series C Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Feb. 25, 2025 | ||||||
Interest rate on agreement | 4.75% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series D Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Jun. 21, 2028 | ||||||
Interest rate on agreement | 5.47% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series F Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Sep. 12, 2029 | ||||||
Interest rate on agreement | 3.52% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
Fifth Amended and Restated Prudential Agreement [Member] | Series I Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Nov. 25, 2030 | ||||||
Interest rate on agreement | 3.43% | ||||||
Senior unsecured note, aggregate amount issued | $ 100,000,000 | ||||||
Fourth Restated Prudential Note Purchase Agreement [Member] | Series E Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Jun. 21, 2018 | ||||||
Interest rate on agreement | 5.47% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
First Amended and Restated AIG Agreement [Member] | Series G Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Sep. 12, 2029 | ||||||
Interest rate on agreement | 3.52% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
First Amended and Restated AIG Agreement [Member] | Series J Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Nov. 25, 2030 | ||||||
Interest rate on agreement | 3.43% | ||||||
Senior unsecured note, aggregate amount issued | $ 50,000,000 | ||||||
First Amended and Restated MassMutual Agreement [Member] | Series H Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Sep. 12, 2029 | ||||||
Interest rate on agreement | 3.52% | ||||||
Senior unsecured note, aggregate amount issued | $ 25,000,000 | ||||||
First Amended and Restated MassMutual Agreement [Member] | Series K Notes [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Senior unsecured note purchase agreement, maturity date | Nov. 25, 2030 | ||||||
Interest rate on agreement | 3.43% | ||||||
Senior unsecured note, aggregate amount issued | $ 25,000,000 | ||||||
Revolving Facility [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Revolving facility under credit agreement | $ 175,000,000 | $ 175,000,000 | $ 250,000,000 | ||||
Credit facility amount | $ 250,000,000 | 300,000,000 | |||||
Credit agreement maturity date | Jun. 30, 2018 | ||||||
Credit agreement extended maturity date | Mar. 31, 2022 | ||||||
Credit facility agreement, optional extended maturity date | Mar. 31, 2023 | ||||||
Revolving facility optional extension period | 1 year | ||||||
Borrowings under credit agreement | $ 42,500,000 | $ 25,000,000 | $ 75,000,000 | ||||
Senior unsecured note purchase agreement, maturity date | Mar. 31, 2022 | Mar. 31, 2022 | |||||
Interest rate on agreement | 1.59% | 1.59% | |||||
Repayment of borrowings under credit agreement, outstanding amount | $ 75,000,000 | ||||||
Revolving Facility [Member] | Maximum [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Option to increase credit facility | $ 300,000,000 | ||||||
Annual commitment fee on undrawn funds | 0.25% | ||||||
Revolving Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 1.30% | ||||||
Revolving Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 2.30% | ||||||
Revolving Facility [Member] | Minimum [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Annual commitment fee on undrawn funds | 0.15% | ||||||
Revolving Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 0.50% | ||||||
Revolving Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 1.50% | ||||||
Term Loan [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit facility amount | $ 600,000,000 | $ 0 | |||||
Credit agreement maturity date | Jun. 30, 2020 | ||||||
Credit agreement extended maturity date | Mar. 31, 2023 | ||||||
Term Loan [Member] | Maximum [Member] | Base Rate [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 1.25% | ||||||
Term Loan [Member] | Maximum [Member] | LIBOR [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 2.25% | ||||||
Term Loan [Member] | Minimum [Member] | Base Rate [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 0.45% | ||||||
Term Loan [Member] | Minimum [Member] | LIBOR [Member] | |||||||
Credit and Loan Agreement [Line Items] | |||||||
Credit agreement margin on borrowing base rate | 1.45% |
Debt - Summary of Scheduled Deb
Debt - Summary of Scheduled Debt Maturities, Including Balloon Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 42,500 | |
2023 | 75,000 | |
2025 | 50,000 | |
Thereafter | 400,000 | |
Total debt | 567,500 | $ 550,000 |
Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
2022 | 42,500 | |
Total debt | 42,500 | |
Senior Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 75,000 | |
2025 | 50,000 | |
Thereafter | 400,000 | |
Total debt | $ 525,000 |
Debt - Summary of Scheduled D_2
Debt - Summary of Scheduled Debt Maturities, Including Balloon Payments (Parenthetical) (Detail) - Revolving Facility [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Credit facility agreement, maturity date | Mar. 23, 2022 |
Revolving facility optional extension period | 1 year |
Credit facility agreement, optional extended maturity date | Mar. 31, 2023 |
Environmental Obligations - Add
Environmental Obligations - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2012 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||||||
Remediation agreement of lease | we have agreed to be responsible for environmental contamination at the premises that was known at the time the lease commenced, and for environmental contamination which existed prior to commencement of the lease and is discovered (other than as a result of a voluntary site investigation) during the first 10 years of the lease term (or a shorter period for a minority of such leases). | |||||
The maximum number of years during lease term during which contamination is discovered that the Company may be responsible for | 10 years | |||||
Estimated maximum remaining useful life of underground storage tanks that the company may be responsible for sold properties | 5 years | |||||
Environmental remediation obligations | $ 47,767,000 | $ 47,767,000 | $ 48,084,000 | |||
Accretion expense | 1,270,000 | $ 1,375,000 | ||||
Amount of credits to environmental expenses | 1,250,000 | 2,089,000 | ||||
Changes in environmental estimates | 126,000 | 130,000 | ||||
Increase in carrying value of property | $ 2,060,000 | 2,271,000 | ||||
Estimated maximum remaining useful life of underground storage tanks used to calculate depreciation of capitalized asset retirement costs | 10 years | |||||
Depreciation and amortization expense for capitalized asset retirement costs | $ 2,982,000 | 2,998,000 | ||||
Capitalized asset retirement costs | 39,375,000 | 39,375,000 | 39,610,000 | |||
Impairments | 1,198,000 | $ 1,325,000 | 2,730,000 | 2,863,000 | ||
Pollution legal liability insurance policy duration | 10 years | |||||
Pollution legal liability insurance policy aggregate limit | $ 50,000,000 | |||||
Capitalized Asset Retirement Costs [Member] | ||||||
Other Commitments [Line Items] | ||||||
Impairments | 2,321,000 | $ 2,118,000 | ||||
Reasonably Estimable Environmental Remediation Obligation [Member] | ||||||
Other Commitments [Line Items] | ||||||
Environmental remediation obligations | 11,585,000 | 11,585,000 | 11,718,000 | |||
Future Environmental Liabilities for Preexisting Unknown Contamination [Member] | ||||||
Other Commitments [Line Items] | ||||||
Environmental remediation obligations | 36,182,000 | 36,182,000 | 36,366,000 | |||
Capitalized asset retirement costs | 15,690,000 | 15,690,000 | 16,037,000 | |||
Known Environmental Liabilities [Member] | ||||||
Other Commitments [Line Items] | ||||||
Capitalized asset retirement costs | $ 23,685,000 | $ 23,685,000 | $ 23,573,000 | |||
Maximum [Member] | ||||||
Other Commitments [Line Items] | ||||||
The maximum number of years during lease term during which contamination is discovered that the Company may be responsible for | 10 years | |||||
Environmental remediation liabilities discount rate | 7.00% | 7.00% | ||||
Environmental remediation liability inflation rate adjustment | 2.75% | |||||
Minimum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Environmental remediation liabilities discount rate | 4.00% | 4.00% | ||||
Environmental remediation liability inflation rate adjustment | 2.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes in Stockholders' Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 685,766 | $ 594,508 | $ 659,601 | $ 589,439 |
Net earnings | 14,011 | 11,884 | 44,828 | 35,557 |
Dividends declared | (18,043) | (16,111) | (53,518) | (47,511) |
Shares issued pursuant to dividend reinvestment, value | 23 | 16 | $ 59 | $ 426 |
Shares issued pursuant to dividend reinvestment, shares | 1,996 | 13,585 | ||
Stock-based compensation/settlements, value | 1,037 | 867 | $ 2,246 | $ 2,223 |
Ending balance, value | 702,224 | 617,786 | 702,224 | 617,786 |
Cumulative Effect Adjustment for Adoption of New Accounting Pronouncement [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | (886) | |||
ATM Program [Member] | ||||
Shareholders Equity [Line Items] | ||||
Shares issued pursuant to ATM Program, net, value | 19,430 | 26,622 | 49,008 | 38,538 |
Common Stock [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 447 | $ 418 | $ 436 | $ 414 |
Beginning balance, shares | 44,703,000 | 41,796,000 | 43,606,000 | 41,368,000 |
Shares issued pursuant to dividend reinvestment, shares | 1,000 | 1,000 | 14,000 | |
Stock-based compensation/settlements, value | $ 1 | |||
Stock-based compensation/settlements, shares | 64,000 | 11,000 | ||
Ending balance, value | $ 453 | $ 427 | $ 453 | $ 427 |
Ending balance, share | 45,339,000 | 42,719,000 | 45,339,000 | 42,719,000 |
Common Stock [Member] | ATM Program [Member] | ||||
Shareholders Equity [Line Items] | ||||
Shares issued pursuant to ATM Program, net, value | $ 6 | $ 9 | $ 16 | $ 13 |
Shares issued pursuant to ATM Program, net, shares | 636,000 | 922,000 | 1,668,000 | 1,326,000 |
Additional Paid-in-Capital [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 753,420 | $ 669,805 | $ 722,608 | $ 656,127 |
Shares issued pursuant to dividend reinvestment, value | 23 | 16 | 59 | 426 |
Stock-based compensation/settlements, value | 1,037 | 867 | 2,245 | 2,223 |
Ending balance, value | 773,904 | 697,301 | 773,904 | 697,301 |
Additional Paid-in-Capital [Member] | ATM Program [Member] | ||||
Shareholders Equity [Line Items] | ||||
Shares issued pursuant to ATM Program, net, value | 19,424 | 26,613 | 48,992 | 38,525 |
Dividends Paid in Excess of Earnings [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | (68,101) | (75,715) | (63,443) | (67,102) |
Net earnings | 14,011 | 11,884 | 44,828 | 35,557 |
Dividends declared | (18,043) | (16,111) | (53,518) | (47,511) |
Ending balance, value | $ (72,133) | $ (79,942) | $ (72,133) | (79,942) |
Dividends Paid in Excess of Earnings [Member] | Cumulative Effect Adjustment for Adoption of New Accounting Pronouncement [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ (886) |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Changes in Stockholders' Equity (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Dividends declared per share | $ 0.39 | $ 0.37 | $ 1.17 | $ 1.11 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 19, 2021 | Mar. 01, 2021 | Dec. 14, 2020 | Mar. 02, 2020 | Feb. 28, 2021 | Mar. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Shareholders Equity [Line Items] | ||||||||||
Payment of regular quarterly dividend | $ 52,807,000 | $ 46,957,000 | ||||||||
Regular quarterly dividends paid per share | $ 1.17 | $ 1.11 | ||||||||
Shares issued pursuant to dividend reinvestment, shares | 1,996 | 13,585 | ||||||||
Proceeds from issuance of common stock under the dividend reinvestment plan | $ 59,000 | $ 426,000 | ||||||||
Stock based compensation expense | $ 2,974,000 | $ 2,467,000 | ||||||||
Common Stock [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Shares issued pursuant to dividend reinvestment, shares | 1,000 | 1,000 | 14,000 | |||||||
2018 ATM Program [Member] | Common Stock [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Shares issued pursuant to Offering/Program net, shares | 636,000 | 1,326,000 | 1,668,000 | 1,326,000 | ||||||
Proceeds from issuance of shares | $ 19,430,000 | $ 38,538,000 | $ 49,008,000 | $ 38,538,000 | ||||||
2018 ATM Program [Member] | Maximum [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Aggregate sales price | $ 125,000,000 | |||||||||
ATM Program [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Proceeds from issuance of shares | $ 49,008,000 | $ 38,538,000 | ||||||||
ATM Program [Member] | Common Stock [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Shares issued pursuant to Offering/Program net, shares | 636,000 | 922,000 | 1,668,000 | 1,326,000 | ||||||
ATM Program [Member] | Maximum [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Aggregate sales price | $ 250,000,000 | |||||||||
Amended and Restated 2004 Omnibus Incentive Compensation Plan [Member] | Restricted Stock Units [Member] | ||||||||||
Shareholders Equity [Line Items] | ||||||||||
Restricted stock units, granted | 3,500 | 192,550 | 15,000 | 176,050 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net earnings | $ 14,011 | $ 11,884 | $ 44,828 | $ 35,557 |
Less earnings attributable to RSUs outstanding | (361) | (318) | (1,082) | (953) |
Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation | $ 13,650 | $ 11,566 | $ 43,746 | $ 34,604 |
Basic | 44,955 | 42,226 | 44,425 | 41,690 |
Incremental shares from stock-based compensation | 70 | 28 | 20 | 18 |
Diluted | 45,025 | 42,254 | 44,445 | 41,708 |
Basic earnings per common share | $ 0.30 | $ 0.27 | $ 0.98 | $ 0.83 |
Diluted earnings per common share | $ 0.30 | $ 0.27 | $ 0.98 | $ 0.83 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Level 3 [Member] - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired real estate assets measured at fair value | $ 867 | $ 1,979 |
Senior Unsecured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of borrowings under senior unsecured notes | $ 559,400 | $ 549,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 1,092 | $ 970 |
Deferred Compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 1,092 | 970 |
Level 1 [Member] | Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 1,092 | 970 |
Level 2 [Member] | Deferred Compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | $ 1,092 | $ 970 |
Assets Held For Sale - Addition
Assets Held For Sale - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($)Property | |
Discontinued Operations And Disposal Groups [Abstract] | |
Number of properties held for sale | Property | 1 |
Number of properties sold | Property | 6 |
Gain from disposal of properties | $ | $ 9,559,000 |
Number of properties condemned | Property | 2 |
Gain (loss) on property condemnation | $ | $ 159,000 |
Realized loss related to lease expirations | $ | $ 168,000 |
Assets Held For Sale - Summary
Assets Held For Sale - Summary of Real Estate Held for Sale (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Summary Of Real Estate Held For Sale [Line Items] | ||
Real estate held for sale at cost | $ 116 | |
Accumulated depreciation and amortization | (5) | |
Real estate held for sale, net | 111 | $ 872 |
Land [Member] | ||
Summary Of Real Estate Held For Sale [Line Items] | ||
Real estate held for sale at cost | 66 | |
Buildings and Improvements [Member] | ||
Summary Of Real Estate Held For Sale [Line Items] | ||
Real estate held for sale at cost | $ 50 |
Property Acquisitions - Additio
Property Acquisitions - Additional Information (Detail) | Aug. 25, 2020USD ($)StoreOption | Sep. 30, 2021USD ($)PropertyStoreOptionCenter | May 31, 2021USD ($)OptionCenter | Feb. 29, 2020USD ($)PropertyOption | Sep. 30, 2021USD ($)PropertyStoreOptionCenter | Sep. 30, 2020USD ($)Property |
Business Acquisition [Line Items] | ||||||
Number of real estate properties, fee simple | Property | 77 | 77 | ||||
Aggregate purchase price of properties acquired during the period | $ 28,301,000 | $ 126,645,000 | $ 104,809,000 | |||
Purchase price allocated to land | 5,335,000 | |||||
Purchase price allocated to buildings and improvements | 21,093,000 | |||||
Purchase price allocated to in-place leases | 2,396,000 | |||||
Purchase price allocated to below market leases | $ 523,000 | |||||
Number of car wash properties acquired during the period | Property | 24 | |||||
Unitary lease description | The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. | |||||
Unitary lease initial term | 15 years | |||||
Number of unitary lease renewal options | Option | 5 | |||||
Unitary lease renewal term | 5 years | |||||
Number of tire service center acquired during the period | Center | 1 | 1 | ||||
Number of convenience store, gasoline station and other automotive related properties acquired during the period | Store | 7 | |||||
Properties Acquired in Separate Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of properties acquired during the period | $ 29,074,000 | $ 26,205,000 | ||||
Number of convenience store and gasoline station acquired during the period | Property | 1 | 1 | ||||
Purchase price allocated to land | $ 7,862,000 | $ 7,862,000 | 9,236,000 | |||
Purchase price allocated to buildings and improvements | 18,379,000 | 18,379,000 | 15,394,000 | |||
Purchase price allocated to in-place leases | 2,227,000 | 2,227,000 | $ 1,575,000 | |||
Purchase price allocated to above market leases | $ 606,000 | $ 606,000 | ||||
Number of car wash properties acquired during the period | Property | 5 | 5 | ||||
Number of convenience store, gasoline station and other automotive related properties acquired during the period | Property | 7 | |||||
Properties Acquired on September 2021 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of properties acquired during the period | $ 35,125,000 | |||||
Number of convenience store and gasoline station acquired during the period | Store | 15 | 15 | ||||
Initial term of lease | 15 years | 15 years | ||||
Number of lease renewal options | Option | 4 | |||||
Lease, renewal term | 5 years | 5 years | ||||
Lease description | 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. | |||||
Intervals of rent increase | 1 year | |||||
Purchase price allocated to land | $ 20,542,000 | $ 20,542,000 | ||||
Purchase price allocated to buildings and improvements | 12,785,000 | 12,785,000 | ||||
Purchase price allocated to in-place leases | 2,893,000 | $ 2,893,000 | ||||
Purchase price allocated to below market leases | 1,095,000 | |||||
Properties Acquired on May 2021 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of properties acquired during the period | $ 31,018,000 | |||||
Initial term of lease | 11 years 6 months | |||||
Number of lease renewal options | Option | 3 | |||||
Lease, renewal term | 5 years | |||||
Lease description | 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. | |||||
Intervals of rent increase | 5 years | |||||
Purchase price allocated to land | $ 4,551,000 | |||||
Purchase price allocated to buildings and improvements | 22,539,000 | |||||
Purchase price allocated to in-place leases | 3,120,000 | |||||
Purchase price allocated to below market leases | $ 1,416,000 | |||||
Number of oil change centers acquired during the period | Center | 46 | |||||
Purchase price allocated to above market leases | $ 2,224,000 | |||||
Properties Acquired on March, April, May, July and September 2021 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of properties acquired during the period | $ 31,427,000 | |||||
Purchase price allocated to land | 5,704,000 | 5,704,000 | ||||
Purchase price allocated to buildings and improvements | 23,094,000 | 23,094,000 | ||||
Purchase price allocated to in-place leases | $ 2,629,000 | $ 2,629,000 | ||||
Number of car wash properties acquired during the period | Property | 9 | 9 | ||||
Unitary lease description | The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. | |||||
Unitary lease initial term | 15 years | |||||
Number of unitary lease renewal options | Option | 5 | |||||
Unitary lease renewal term | 5 years | |||||
Properties Acquired on February 2020 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price of properties acquired during the period | $ 50,303,000 | |||||
Purchase price allocated to land | 4,775,000 | |||||
Purchase price allocated to buildings and improvements | 41,093,000 | |||||
Purchase price allocated to in-place leases | 3,727,000 | |||||
Purchase price allocated to below market leases | 1,247,000 | |||||
Purchase price allocated to above market leases | $ 1,955,000 | |||||
Number of car wash properties acquired during the period | Property | 10 | |||||
Unitary lease description | The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. | |||||
Unitary lease initial term | 15 years | |||||
Number of unitary lease renewal options | Option | 5 | |||||
Unitary lease renewal term | 5 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Revolving Facility [Member] - USD ($) | Oct. 27, 2021 | Mar. 23, 2018 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||
Credit agreement maturity date | Jun. 30, 2018 | ||
Credit agreement extended maturity date | Mar. 31, 2022 | ||
Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Annual commitment fee on undrawn funds | 0.25% | ||
Maximum [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.30% | ||
Maximum [Member] | LIBOR [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 2.30% | ||
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Annual commitment fee on undrawn funds | 0.15% | ||
Minimum [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 0.50% | ||
Minimum [Member] | LIBOR [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.50% | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Credit agreement maturity date | Mar. 31, 2022 | ||
Credit agreement extended maturity date | Oct. 31, 2025 | ||
Aggregate principal amount | $ 300,000,000 | ||
Line of credit facility, maturity date | Oct. 27, 2025 | ||
Line of credit facility, extension term | two six-month extensions (for a total of 12 months) | ||
Subsequent Event | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 300,000,000 | ||
Annual commitment fee on undrawn funds | 0.25% | ||
Subsequent Event | Maximum [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 0.90% | ||
Subsequent Event | Maximum [Member] | LIBOR [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.90% | ||
Subsequent Event | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Annual commitment fee on undrawn funds | 0.15% | ||
Subsequent Event | Minimum [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 0.30% | ||
Subsequent Event | Minimum [Member] | LIBOR [Member] | |||
Subsequent Event [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.30% |