10-Q 1 c59084e10-q.txt QUARTERLY REPORT 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For quarter ended OCTOBER 31, 2000 Commission file number 001-13777 ---------------- --------- GETTY REALTY CORP. ------------------ (Exact name of registrant as specified in its charter) MARYLAND 11-3412575 -------------------------------- ------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 125 JERICHO TURNPIKE, JERICHO, NEW YORK 11753 --------------------------------------- ----- (Address of principal executive offices) (Zip Code) (516) 338-2600 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Registrant had outstanding 12,548,187 shares of Common Stock, par value $.01 per share, and 2,865,768 shares of Series A Participating Convertible Redeemable Preferred Stock, par value $.01 per share, as of December 5, 2000. ================================================================================ 2 GETTY REALTY CORP. INDEX
Part I. FINANCIAL INFORMATION Page Number ------------------------------ ----------- Item 1. Financial Statements Consolidated Balance Sheets as of October 31, 2000 and January 31, 2000 1 Consolidated Statements of Operations for the three and nine months ended October 31, 2000 and 1999 2 Consolidated Statements of Cash Flows for the nine months ended October 31, 2000 and 1999 3 Notes to Consolidated Financial Statements 4 - 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 10 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
3 GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
------------------------------------------------------------------------------------------------------------------------- October 31, January 31, ------------------------------------------------------------------------------------------------------------------------- Assets: 2000 2000 ------------------------------------------------------------------------------------------------------------------------- (unaudited) Real Estate: Land $135,375 $136,039 Buildings and improvements 178,370 179,963 ---------------- ---------------- 313,745 316,002 Less - accumulated depreciation and amortization 80,040 74,502 ---------------- ---------------- Real estate, net 233,705 241,500 Cash and equivalents 595 651 Mortgages and accounts receivable, net 5,260 6,024 Recoveries from state underground storage tank funds 10,004 9,883 Prepaid expenses and other assets 3,780 2,694 ---------------- ---------------- Total assets $253,344 $260,752 ================ ================ ------------------------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity: ------------------------------------------------------------------------------------------------------------------------- Borrowings under credit lines $26,600 $14,800 Mortgages payable 25,201 29,193 Accounts payable and accrued expenses 10,705 12,440 Environmental remediation costs 22,697 26,424 Deferred income taxes 37,942 36,084 ---------------- ---------------- Total liabilities 123,145 118,941 ---------------- ---------------- Stockholders' equity: Preferred stock, par value $.01 per share; authorized 20,000,000 shares for issuance in series of which 3,000,000 shares are classified as Series A Participating Convertible Redeemable Preferred; issued 2,888,798 at October 31, 2000 and January 31, 2000 72,220 72,220 Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 13,567,335 at October 31, 2000 and January 31, 2000 136 136 Paid-in capital 67,036 67,036 Retained earnings 3,334 3,114 Preferred stock held in treasury, at cost (23,030 shares at October 31, 2000 and 700 shares at January 31, 2000) (430) (14) Common stock held in treasury, at cost (1,000,648 shares at October 31, 2000 and 59,916 shares at January 31, 2000) (12,097) (681) ---------------- ---------------- Total stockholders' equity 130,199 141,811 ---------------- ---------------- Total liabilities and stockholders' equity $253,344 $260,752 ================ ================
See accompanying notes. -1- 4 GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
----------------------------------------------------------------------------------------------------------------------- Three months ended October 31, Nine months ended October 31, ----------------------------------------------------------------------------------------------------------------------- 2000 1999 2000 1999 ----------------------------------------------------------------------------------------------------------------------- Revenues: Revenues from rental properties $ 14,580 $ 14,628 $ 44,005 $ 44,054 Other income 326 2,530 1,179 4,921 ------------------------------- -------------------------------- 14,906 17,158 45,184 48,975 ------------------------------- -------------------------------- Rental property expenses 2,913 2,986 9,040 9,085 Environmental expenses 2,261 1,672 6,424 5,851 General and administrative expenses 921 1,536 2,546 4,431 Depreciation and amortization 2,436 2,552 7,442 7,794 Interest expense 978 702 2,758 1,995 ------------------------------- -------------------------------- 9,509 9,448 28,210 29,156 ------------------------------- -------------------------------- Earnings before provision for income taxes 5,397 7,710 16,974 19,819 Provision for income taxes 2,272 3,250 7,137 8,330 ------------------------------- -------------------------------- Net earnings 3,125 4,460 9,837 11,489 Preferred stock dividends 1,272 1,282 3,827 3,846 ------------------------------- -------------------------------- Net earnings applicable to common stockholders $ 1,853 $ 3,178 $ 6,010 $ 7,643 =============================== ================================ Net earnings per common share: Basic $ .15 $ .23 $ .47 $ .56 Diluted $ .15 $ .23 $ .47 $ .56 Weighted average common shares outstanding: Basic 12,643 13,567 12,878 13,567 Diluted 12,644 13,570 12,878 13,569
See accompanying notes. -2- 5 GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
Nine months ended October 31, ----------------------------------------- 2000 1999 ---- ---- Cash flows from operating activities: Net earnings $ 9,837 $ 11,489 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,442 7,794 Deferred income taxes 1,858 5,563 Gain on dispositions of real estate (578) (3,280) Changes in assets and liabilities, net of effect of acquisitions and dispositions: Mortgages and accounts receivable 764 1,068 Recoveries from state underground storage tank funds (121) 1,120 Prepaid expenses and other assets (1,164) 482 Accounts payable and accrued expenses (1,735) (5,372) Environmental remediation costs (3,727) (6,180) Income taxes payable 0 (134) ----------------------------------------- Net cash provided by operating activities 12,576 12,550 ----------------------------------------- Cash flows from investing activities: Capital expenditures (665) (4,355) Property acquisitions (155) (9,684) Proceeds from dispositions of real estate 1,829 6,025 ----------------------------------------- Net cash provided by (used in) investing activities 1,009 (8,014) ----------------------------------------- Cash flows from financing activities: Borrowings under credit lines 11,800 8,000 Repayment of mortgages payable (3,992) (4,618) Cash dividends (9,617) (7,917) Purchase of common and preferred stock for treasury (11,832) 0 Stock options 0 15 ----------------------------------------- Net cash used in financing activities (13,641) (4,520) ----------------------------------------- Net increase (decrease) in cash and equivalents (56) 16 Cash and equivalents at beginning of period 651 657 ----------------------------------------- Cash and equivalents at end of period $ 595 $ 673 ========================================= Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 3,063 $ 1,994 Income taxes, net 6,458 2,901
See accompanying notes. -3- 6 GETTY REALTY CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General: The accompanying consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries (the "Company"). The consolidated financial statements have been prepared in conformity with generally accepted accounting principles and include amounts that are based on management's best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. The consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation. These statements should be read in conjunction with the consolidated financial statements and related notes which appear in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000. 2. Earnings per common share: Basic earnings per common share is computed by dividing net earnings less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted earnings per common share also gives effect to the potential dilution from the exercise of stock options in the amount of 1,000 and 3,000 shares for the quarters ended October 31, 2000 and 1999, respectively, and 2,000 shares for the nine months ended October 31, 1999. For the quarters and nine months ended October 31, 2000 and 1999, conversion of the Series A Participating Convertible Redeemable Preferred stock into common stock utilizing the if converted method would have been antidilutive and therefore conversion was not assumed for purposes of computing diluted earnings per common share. -4- 7 3. Stockholders' equity: A summary of the changes in stockholders' equity for the nine months ended October 31, 2000 is as follows (in thousands, except per share amounts):
Preferred Common Stock Held Stock Held Preferred Common Paid-in Retained in Treasury, in Treasury, Stock Stock Capital Earnings at Cost at Cost Total ------------------------------------------------------------------------------------------------------------------------------------ Balance, January 31, 2000 $72,220 $136 $67,036 $3,114 ($14) ($681) $141,811 Net earnings 9,837 9,837 Cash dividends: Common -- $.45 per share (5,790) (5,790) Preferred -- $1.3313 per share (3,827) (3,827) Purchase of preferred stock for treasury (416) (416) Purchase of common stock for treasury, net (11,416) (11,416) ------------------------------------------------------------------------------------------------------------------------------------ Balance, October 31, 2000 $72,220 $136 $67,036 $3,334 ($430) ($12,097) $130,199 ====================================================================================================================================
4. Subsequent events: On December 9, 2000, a subsidiary of OAO Lukoil, Russia's largest vertically integrated oil company, acquired approximately 72% of the outstanding common stock of Getty Petroleum Marketing Inc. ("Marketing"), the Company's principal tenant. The subsidiary will acquire the remaining equity of the tenant during the first calendar quarter of 2001. In connection with that transaction, we entered into a Consolidated, Amended and Restated Master Lease Agreement (the "Amended Lease Agreement"), with Marketing, which became effective on December 9, 2000. The Amended Lease Agreement provides, among other things, for a new noncancellable initial term of 15 years plus renewal options extending to 2049, and an immediate rent increase of 4% with annual 2% escalations thereafter. In addition, the Amended Lease Agreement contains new provisions providing for the exercise of lease term renewals on an "all or nothing" basis. Certain financial obligations of Marketing under the Amended Lease Agreement, for at least the initial three years, are guaranteed by OAO Lukoil (subject to the receipt of necessary regulatory approvals) and an Austrian subsidiary of OAO Lukoil. We have also agreed to provide limited environmental indemnification to Marketing with respect to terminals and compliance of the properties with local laws (with our aggregate indemnification liability not to exceed $5.6 million), as well as certain customary representations about the Amended Lease Agreement and the properties. -5- 8 The provisions of the Amended Lease Agreement, which became effective on December 9, 2000, may have caused a default under the Amended and Restated Loan Agreement dated as of October 31, 1995, as amended, between one of our wholly-owned subsidiaries, Power Test Realty Company Limited Partnership, and Fleet National Bank (the "Loan Agreement"). In connection therewith, on November 2, 2000, we obtained a waiver of any such default for a period of 90 days. On December 7, 2000, we were advised by the lenders under the Loan Agreement that they will not approve the Amended Lease Agreement prior to expiration of such 90 day period on January 31, 2001, and accordingly we would be in default under the Loan Agreement at that time unless the Lenders agree to an extension of the waiver. As of December 12, 2000, $21.0 million was outstanding under the Loan Agreement, which is secured by mortgage liens on up to 265 of our fee owned properties. We presently intend to refinance the outstanding balance under the Loan Agreement, although there can be no assurance such refinancing can be accomplished in a timely manner or on commercially reasonable terms. We have agreed to indemnify Marketing for any loss with respect to the properties on which there are mortgage liens as a result of actions taken by the lenders under the Loan Agreement. On December 12, 2000, our Board of Directors approved a change in our fiscal year end to December 31 from January 31. The change will result in an eleven month accounting period ending December 31, 2000. On December 13, 2000, the Company announced that John J. Fitteron, Senior Vice President, Treasurer and Chief Financial Officer, has decided to leave the Company effective January 31, 2001. Mr. Fitteron will receive severance payments as contemplated by his existing agreements with the Company. Mr. Fitteron has agreed to provide future consulting services to the Company. -6- 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company is a real estate company specializing in the ownership and leasing of service stations, convenience stores and petroleum marketing terminals. The Company leases most of its properties on a long-term net basis to Getty Petroleum Marketing Inc. ("Marketing"), which was spun-off to the Company's stockholders on March 21, 1997. On December 9, 2000, a subsidiary of OAO Lukoil, Russia's largest vertically integrated oil company, acquired approximately 72% of the outstanding common stock of Marketing and will acquire the remaining equity of Marketing during the first calendar quarter of 2001. The Company's financial results are materially dependent upon the ability of Marketing to meet its lease obligations; however, the Company does not anticipate that Marketing will have difficulty making all required rental payments in the foreseeable future. Results of Operations - Quarter ended October 31, 2000 compared with quarter ended October 31, 1999 Revenues from rental properties for the quarter ended October 31, 2000 were $14.6 million, which was comparable to the quarter ended October 31, 1999. Approximately $13.9 million and $14.0 million of these rentals for the quarters ended October 31, 2000 and 1999, respectively, were from properties leased to Marketing under master lease agreements. Other income was $.3 million for the quarter ended October 31, 2000 as compared with $2.5 million for the quarter ended October 31, 1999. The decrease in other income was principally due to lower gains on real estate dispositions. Rental property expenses, which are principally comprised of rent expense and real estate taxes, were $2.9 million for the quarter ended October 31, 2000, which was comparable to the $3.0 million for the quarter ended October 31, 1999. Environmental expenses for the quarter ended October 31, 2000 were $2.3 million as compared with $1.7 million for the quarter ended October 31, 1999. The current quarter included a change in estimated remediation costs of $1.5 million as compared to $1.4 million during the prior year quarter. These charges are the result of contamination discovered during work performed to meet certain federal underground storage tank standards and revisions to estimates at other sites where remediation is ongoing. The current quarter also included a $.7 million charge related to environmental litigation. As of October 31, 2000, we had accrued $22.7 million as management's best estimate for future environmental remediation costs and had recorded $10.0 million as management's best estimate for recoveries from state underground storage tank remediation funds. Such accruals are reviewed on a regular basis and any revisions thereto are reflected in our financial statements as they become known. -7- 10 General and administrative expenses for the quarter ended October 31, 2000 were $.9 million, a decrease of $.6 million as compared with the quarter ended October 31, 1999. The decrease was primarily due to $.7 million lower retrospective insurance charges relating to the spun-off petroleum marketing business. Included in general and administrative expenses for each of the quarters ended October 31, 2000 and 1999 are $158,000 of net fees paid to Marketing for certain administrative and technical services performed under a services agreement. Depreciation and amortization was $2.4 million and $2.6 million, respectively, for the quarters ended October 31, 2000 and 1999. The decrease was primarily the result of assets becoming fully depreciated and real estate dispositions. Interest expense for the three months ended October 31, 2000 was $1.0 million as compared with $.7 million for the quarter ended October 31, 1999. The increase was principally due to higher average borrowings and higher interest rates. Results of Operations - Nine months ended October 31, 2000 compared with nine months ended October 31, 1999 Revenues from rental properties for the nine months ended October 31, 2000 and 1999 were $44.0 and $44.1 million, respectively. Approximately $42.1 million and $42.2 million of these rentals for the nine months ended October 31, 2000 and 1999, respectively, were from properties leased to Marketing under master lease agreements. Other income was $1.2 million for the nine months ended October 31, 2000 as compared with $4.9 million for the nine months ended October 31, 1999. The nine month period ended October 31, 1999 included the settlement of a lawsuit resulting in the elimination of a $1.2 million reserve, and $2.7 million of higher gains on real estate dispositions. Rental property expenses, which are principally comprised of rent expense and real estate taxes, were $9.0 million for the nine months ended October 31, 2000, which was comparable to the $9.1 million for the nine months ended October 31, 1999. Environmental expenses were $6.4 million for the nine months ended October 31, 2000 as compared with $5.9 million for the nine months ended October 31, 1999. The current nine month period included a change in estimated remediation costs of $5.3 million as compared to $4.4 million during the prior year nine month period. The higher change in estimate was offset by lower legal charges and professional fees related to environmental matters during the current nine month period. General and administrative expenses were $2.5 million for the nine months ended October 31, 2000 as compared with $4.4 million for the nine months ended October 31, 1999. The decrease of $1.9 million was primarily due to $1.1 million lower retrospective insurance charges relating to the spun-off petroleum marketing business, and $.3 million of lower employee related expenses and $.2 million of lower legal fees. Included in general and administrative expenses for the nine months ended October 31, 2000 and 1999 are $476,000 and $590,000, respectively, of net fees paid to Marketing for certain administrative and technical services performed under a services agreement. -8- 11 Depreciation and amortization was $7.4 million for the nine months ended October 31, 2000, a decrease of $.4 million as compared with the nine months ended October 31, 1999 due to assets becoming fully depreciated and real estate dispositions. Interest expense for the nine months ended October 31, 2000 was $2.8 million as compared with $2.0 million for the nine months ended October 31, 1999. The increase in interest expense was principally due to higher average borrowings and higher interest rates. Liquidity and Capital Resources On December 9, 2000, our Amended Lease Agreement with Marketing, our largest tenant, became effective. The provisions of the Amended Lease Agreement may have caused a default under the Amended and Restated Loan Agreement dated as of October 31, 1995, as amended, between one of our wholly-owned subsidiaries, Power Test Realty Company Limited Partnership, and Fleet National Bank (the "Loan Agreement"). In connection therewith, on November 2, 2000, we obtained a waiver of any such default for a period of 90 days. On December 7, 2000, we were advised by the lenders under the Loan Agreement that they will not approve the Amended Lease Agreement prior to the expiration of such 90 day period on January 31, 2001, and accordingly we would be in default under the Loan Agreement at such time unless the Lenders agree to an extension of the waiver. As of December 12, 2000, $21.0 million was outstanding under the Loan Agreement, which is secured by mortgage liens on up to 265 of our fee owned properties. We presently intend to refinance the outstanding balance under the Loan Agreement, although there can be no assurance such refinancing can be accomplished in a timely manner or on commercially reasonable terms. We have agreed to indemnify Marketing for any loss with respect to the properties on which there are mortgage liens as a result of actions taken by the lenders under the Loan Agreement. On December 12, 2000, our Board of Directors approved a change in our fiscal year end to December 31 from January 31. The change will result in an eleven month accounting period ending December 31, 2000. The Board of Directors also indicated that the Company will continue to evaluate the merits of converting to a Real Estate Investment Trust ("REIT") in 2001. Our principal sources of liquidity are cash flows from our business and short-term uncommitted lines of credit with two banks. Management believes that cash requirements for our business, including capital expenditures, can be met by cash flows from operations, available cash and equivalents and credit lines. As of October 31, 2000, we had lines of credit amounting to $35 million, of which $26.6 million was utilized for short-term borrowings and $2.4 million in connection with outstanding letters of credit. Borrowings under the lines of credit are unsecured and bear interest at the prime rate or, at our option, LIBOR plus 1.0% to 1.1%. The lines of credit are subject to renewal at the discretion of the banks. Although we expect that the existing sources of liquidity will be sufficient to meet our expected business requirements, we will be required to obtain additional sources of capital in the future in order to refinance the Loan Agreement and in connection with any potential REIT conversion. -9- 12 During the nine months ended October 31, 2000 and 1999, the Company declared quarterly preferred stock dividends of $.44375 per share and quarterly common stock dividends of $.15 per share in the year 2000 and $.10 per share in 1999. These dividends aggregated $9.6 million and $7.9 million for the nine months ended October 31, 2000 and 1999, respectively. Capital expenditures for the nine months ended October 31, 2000 were $.7 million, primarily related to the replacement of underground storage tanks and vapor recovery facilities at gasoline stations. These expenditures and certain environmental liabilities and obligations continue to be our responsibility after the spin-off of Marketing in 1997. In June 2000, the Board of Directors approved the purchase of up to an aggregate of 300,000 shares of the Company's common and preferred stock. As of October 31, 2000, we purchased 211,528 shares of common stock and 12,300 shares of preferred stock at an aggregate cost of $2.6 million. Since the end of the third quarter, we acquired an additional 18,500 common shares for $.2 million. Special Factors Regarding Forward-Looking Statements Certain statements in this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When we use the words "believes", "expects", "plans", "estimates" and similar expressions, we intend to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: risks associated with owning and leasing real estate generally; dependence on Marketing as a lessee and on rentals from companies engaged in the petroleum marketing and convenience store businesses; competition for locations and tenants; risk of tenant non-renewal; the effects of regulation; our need to refinance the Loan Agreement with Fleet National Bank; and our expectations as to the cost of completing environmental remediation. As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results and stock prices. An investment in our stock involves various risks, including those mentioned above and elsewhere in this report and those which are detailed from time to time in filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. We undertake no obligation to publicly release revisions to these forward-looking statements that reflect future events or circumstances or reflect the occurrence of unanticipated events. -10- 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Designation of Exhibit in this Quarterly Report on Form 10-Q Description of Exhibit 10.21(a) Consolidated, Amended and Restated Master Lease, dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 10.23(a) Amended and Restated Trademark License Agreement, dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 10.23(b) Trademark License Agreement, dated November 2, 2000, between Getty TM Corp. and Getty Petroleum Marketing Inc. 10.30 Environmental Indemnity Agreement dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 27 Financial Data Schedule (b) Reports filed on Form 8-K: Registrant filed a Current Report on Form 8-K dated November 2, 2000 reporting under Item 5. Other Events, that the Company's principal lessee, Getty Petroleum Marketing Inc.("Marketing") had entered into an Agreement and Plan of Merger with OAO LUKOIL and certain of its subsidiaries (collectively, "Lukoil"), pursuant to which Lukoil agreed to acquire all of the outstanding common stock of Marketing at a price of $5.00 per share; and that on November 2, 2000, the Company's subsidiaries also entered into a Consolidated, Amended and Restated Master Lease and related agreements with Marketing, which became effective upon successful completion of Lukoil's tender offer on December 9, 2000. - 11 - 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GETTY REALTY CORP. ------------------ (Registrant) Dated: December 15, 2000 BY: /s/ John J. Fitteron --------------------- (Signature) JOHN J. FITTERON Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: December 15, 2000 BY: /s/ Leo Liebowitz -------------- (Signature) LEO LIEBOWITZ President and Chief Executive Officer -12- 15 EXHIBIT INDEX Exhibit No. Description of Exhibit 10.21(a) Consolidated, Amended and Restated Master Lease, dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 10.23(a) Amended and Restated Trademark License Agreement, dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 10.23(b) Trademark License Agreement, dated November 2, 2000, between Getty TM Corp. and Getty Petroleum Marketing Inc. 10.30 Environmental Indemnity Agreement dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc. 27 Financial Data Schedule