10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)

292 Madison Avenue, 9th Floor

New York, New York 10017-6318

(Address of Principal Executive Offices) (Zip Code)

(646) 349-6000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GTY	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒			Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 46,734,080 shares of common stock as of October 27, 2022.

GETTY REALTY CORP.

FORM 10-Q

INDEX

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	1
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	2
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
Signatures		40

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GETTY REALTY CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share amounts)

	September 30, 2022			December 31, 2021
ASSETS
Real estate:
Land	$	785,881		$	772,088
Buildings and improvements		671,100			632,074
Investment in direct financing leases, net		67,683			71,647
Construction in progress		726			693
Real estate held for use		1,525,390			1,476,502
Less accumulated depreciation and amortization		(230,232	)		(209,040	)
Real estate held for use, net		1,295,158			1,267,462
Real estate held for sale, net		164			3,621
Real estate, net		1,295,322			1,271,083
Notes and mortgages receivable		25,447			14,699
Cash and cash equivalents		11,449			24,738
Restricted cash		1,669			1,723
Deferred rent receivable		49,378			46,933
Accounts receivable		4,357			3,538
Right-of-use assets - operating		18,848			21,092
Right-of-use assets - finance		302			379
Prepaid expenses and other assets, net		82,495			82,763
Total assets	$	1,489,267		$	1,466,948
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Borrowings under credit agreement	$	—		$	60,000
Senior unsecured notes, net		623,435			523,850
Environmental remediation obligations		29,217			47,597
Dividends payable		19,619			19,467
Lease liability - operating		20,654			22,980
Lease liability - finance		1,650			2,005
Accounts payable and accrued liabilities		42,765			45,941
Total liabilities		737,340			721,840
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; 46,733,539 and  46,715,734 shares issued and outstanding, respectively		467			467
Additional paid-in capital		821,153			818,209
Dividends paid in excess of earnings		(69,693	)		(73,568	)
Total stockholders’ equity		751,927			745,108
Total liabilities and stockholders’ equity	$	1,489,267		$	1,466,948

The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues:
Revenues from rental properties	$	41,533		$	39,667		$	121,330		$	114,881
Interest on notes and mortgages receivable		433			429			1,135			1,173
Total revenues		41,966			40,096			122,465			116,054
Operating expenses:
Property costs		5,719			6,540			15,669			17,376
Impairments		798			1,198			2,227			2,730
Environmental		632			757			(15,419	)		1,347
General and administrative		5,024			4,741			15,412			15,305
Depreciation and amortization		9,962			8,895			29,514			25,980
Total operating expenses		22,135			22,131			47,403			62,738
Gain on dispositions of real estate		344			2,072			7,646			9,550
Operating income		20,175			20,037			82,708			62,866
Other income, net		33			154			373			426
Interest expense		(6,906	)		(6,180	)		(20,350	)		(18,464	)
Net earnings	$	13,302		$	14,011		$	62,731		$	44,828
Basic earnings per common share:
Net earnings	$	0.27		$	0.30		$	1.31		$	0.98
Diluted earnings per common share:
Net earnings	$	0.27		$	0.30		$	1.31		$	0.98
										\
Weighted average common shares outstanding:
Basic		46,734			44,955			46,729			44,425
Diluted		46,779			45,025			46,767			44,445

The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the Nine Months Ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	62,731		$	44,828
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization expense		29,514			25,980
Impairment charges		2,227			2,730
Gain on dispositions of real estate		(7,646	)		(9,550	)
Deferred rent receivable		(2,445	)		(2,158	)
Amortization of above-market and below-market leases		13			(69	)
Amortization of investment in direct financing leases		3,964			3,576
Amortization of debt issuance costs		706			778
Accretion expense		1,037			1,270
Stock-based compensation		3,543			2,974
Changes in assets and liabilities:
Accounts receivable		(876	)		(700	)
Prepaid expenses and other assets		(1,148	)		(700	)
Environmental remediation obligations		(21,086	)		(4,549	)
Accounts payable and accrued liabilities		(2,663	)		(5,722	)
Net cash flow provided by operating activities		67,871			58,688
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions		(63,288	)		(126,645	)
Capital expenditures		—			(271	)
Addition to construction in progress		(49	)		(188	)
Proceeds from dispositions of real estate		11,610			11,059
Deposits for property acquisitions		—			3,298
Issuance of notes and mortgages receivable		(10,357	)		(12,275	)
Collection of notes and mortgages receivable		1,165			5,359
Net cash flow used in investing activities		(60,919	)		(119,663	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreement		20,000			70,000
Repayments under credit agreement		(80,000	)		(52,500	)
Proceeds from senior unsecured notes		100,000			—
Payment of debt issuance costs		(587	)		—
Payment of finance lease obligations		(355	)		(507	)
Security deposits refunded		(50	)		440
Payments of cash dividends		(58,660	)		(52,748	)
Payments in settlement of restricted stock units		(496	)		(728	)
Proceeds from issuance of common stock, net - ATM Program		(147	)		49,008
Net cash flow provided by (used in) financing activities		(20,295	)		12,965
Change in cash, cash equivalents and restricted cash		(13,343	)		(48,010	)
Cash, cash equivalents and restricted cash at beginning of period		26,461			57,054
Cash, cash equivalents and restricted cash at end of period	$	13,118		$	9,044
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	19,536		$	17,729
Income taxes		653			399
Environmental remediation obligations		3,159			3,299
Non-cash transactions:
Dividends declared but not yet paid		19,619			18,043
Issuance of notes and mortgages receivable related to property dispositions	$	1,050		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2022, our portfolio included 1,021 properties located in 38 states and Washington, D.C., and our tenants operated under a variety of national and regional retail brands. Our company is headquartered in New York, New York and is internally managed by our management team, which has extensive experience acquiring, owning and managing convenience, automotive and other single tenant retail real estate.

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, 2021.

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.

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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 (“ASU 2016-13”). The accounting standard became effective for us and was adopted on January 1, 2020. 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. As of December 31, 2021, we had recorded an allowance for credit losses of $826,000 on our net investments in direct financing leases.

We review our direct financing leases each reporting period to determine whether there were any indicators that the value of our net investments in direct financing leases may be impaired and adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. When determining a possible impairment, we take into consideration the collectability of direct financing lease receivables for which a reserve would be required. In addition, we determine whether there has been a permanent decline in the current estimate of the residual value of the property. There were no indicators for impairments of any of our direct financing leases during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe that it is probable that the disposition will occur. 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. The ASU 2016-13 became effective for us and was adopted on January 1, 2020. We estimated our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to our notes and mortgages portfolio over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We applied the WARM method for our notes and mortgages portfolio, which share similar risk characteristics. Application of the WARM method to estimate a credit loss reserve requires significant judgment, including (i) the historical loan loss reference data, (ii) the expected timing and amount of loan repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we used our historical loan performance since the launch of our loan origination business in 2013. As of December 31, 2021, we had recorded an allowance for credit losses of $297,000 on these notes and mortgages receivable. There were no indicators for impairments related to our notes and mortgages receivable during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

We also originate construction loans for the construction of income-producing properties which we expect to purchase via sale-leaseback transactions at the end of the construction period. During the nine months ended September 30, 2022, we funded $10,864,000,

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including accrued interest, and, as of September 30, 2022, had outstanding $16,569,000 of such construction loans, including accrued interest. Our construction loans generally provide for funding only during the construction period, which is typically nine to twelve 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 novel coronavirus (“COVID-19”) pandemic, and other facts and circumstances related to the applicable tenants. In addition, with respect to tenants in bankruptcy, we estimate the probable recovery through bankruptcy claims. If a tenant’s accounts receivable balance is considered uncollectable, we will write off the related receivable balances and cease to recognize lease income, including straight-line rent unless cash is received. If the collectability assessment subsequently changes to probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date, is recognized as a current-period adjustment to revenues from rental properties. Our reported net earnings are directly affected by our estimate of the collectability of our accounts receivable.

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. There were no outstanding balances for lease concessions provided as a result of COVID-19 as of September 30, 2022.

The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. 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 $798,000 and $2,227,000 for the three and nine months ended September 30, 2022 and $1,198,000 and $2,730,000 for the three and nine months ended September 30, 2021. Our estimated fair values, as they relate to property carrying values, were primarily based upon 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 $695,000 of impairments recognized during the nine months ended September 30, 2022). The remaining $1,532,000 of impairments recognized during the nine months ended September 30, 2022, was due to the accumulation of asset retirement costs at certain properties as a result of changes in estimates associated with our estimated environmental liabilities, which increased the carrying values of these properties in excess of their fair values. For the nine months ended September 30, 2022 and 2021, impairment charges aggregating $842,000 and $670,000, respectively, were related to properties that were previously disposed of by us.

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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. For additional information regarding environmental obligations, see Note 6 – Environmental 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 2019, 2020 and 2021, and tax returns which will be filed for the year ended 2022, 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

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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.

NOTE 3. — LEASES

As Lessor

As of September 30, 2022, our portfolio included 1,021 properties of which we owned 978 properties and leased 43 properties from third-party landlords. These 1,021 properties are located in 38 states across the United States and Washington, D.C. Substantially all of our properties are leased on a triple-net basis to convenience store retailers, petroleum distributors, car wash operators and other automotive-related and retail tenants. Our tenants either operate their businesses at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties who operate the businesses. Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced. For additional information regarding environmental obligations, see Note 6 – Environmental Obligations.

A significant portion of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products and/or the sale of automotive services and parts. As a result, our tenants’ financial results can be dependent on the performance of the convenience retail, petroleum marketing, and automobile maintenance industries, each of which are highly competitive and can be subject to variability. During the terms of our leases, we monitor the credit quality of our triple-net lease tenants by reviewing their published credit rating, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements which are delivered to us pursuant to applicable lease agreements, monitoring news reports regarding our tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.

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

Revenues from rental properties were $41,533,000 and $121,330,000 for the three and nine months ended September 30, 2022 and $39,667,000 and $114,881,000 for the three and nine months ended September 30, 2021, respectively. Rental income contractually due from our tenants included in revenues from rental properties was $37,396,000 and $110,995,000 for the three and nine months ended September 30, 2022 and $34,852,000 and $102,756,000 for the three and nine months ended September 30, 2021, respectively.

In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include (i) non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, (ii) the net amortization of above-market and below-market leases, (iii) rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties and (iv) the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in revenues from rental properties resulted in a reduction in revenue of $505,000 and $1,530,000 for the three and nine months ended September 30, 2022 respectively, and $594,000 and $1,320,000 for the three and nine months ended September 30, 2021, respectively.

Tenant reimbursements, which are included in revenues from rental properties and which consist of real estate taxes and other municipal charges paid by us and reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $4,642,000 and $11,865,000 for the three and nine months ended September 30, 2022, respectively, as compared to $5,409,000 and $13,445,000 for the three and nine months ended September 30, 2021, respectively.

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The components of the $67,683,000 investment in direct financing leases as of September 30, 2022, are lease payments receivable of $88,662,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $34,081,000 and allowance for credit losses of $826,000. The components of the $71,647,000 investment in direct financing leases as of December 31, 2021, are lease payments receivable of $98,539,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $39,994,000 and allowance for credit losses of $826,000.

As of September 30, 2022, 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
2022	$	34,027	$	3,325
2023		135,975		13,237
2024		134,061		13,380
2025		133,829		13,412
2026		122,037		10,386
Thereafter		710,253		34,922
Total	$	1,270,182	$	88,662

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 liabilities 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. When available, we use the rate implicit in the lease to discount lease payments to present value; however, our current leases did not provide a readily determinable implicit rate. Therefore, we estimated our incremental borrowing rate to discount the lease payments based on information available and considered factors such as interest rates available to us on a fully collateralized basis and terms of the leases. ASU 2016-02 did not have a material impact on our consolidated balance sheets or on our consolidated statements of operations. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.

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

	September 30, 2022
Assets
Right-of-use assets - operating	$	18,848
Right-of-use assets - finance		302
Total lease assets	$	19,150
Liabilities
Lease liability - operating	$	20,654
Lease liability - finance		1,650
Total lease liabilities	$	22,304

The following presents the weighted average lease terms and discount rates of our leases:

Weighted-average remaining lease term (years)
Operating leases	7.5
Finance leases	6.0
Weighted-average discount rate
Operating leases (a)		4.70	%
Finance leases		16.70	%

(a)Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

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

	Three months ended September 30, 2022		Nine Months Ended September 30, 2022
Operating lease cost	$	905	$	2,756
Finance lease cost
Amortization of leased assets		125		355
Interest on lease liabilities		85		273
Short-term lease cost		-		-
Total lease cost	$	1,115	$	3,384

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

	Three months ended September 30, 2022		Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	949	$	2,839
Operating cash flows for finance leases		85		273
Financing cash flows for finance leases	$	125	$	355

As of September 30, 2022, scheduled lease liabilities mature as follows (in thousands):

	Operating  Leases			Direct Financing Leases
2022	$	936		$	671
2023		3,638			512
2024		3,492			408
2025		3,115			336
2026		3,283			235
Thereafter		11,154			300
Total lease payments		25,618			2,462
Less: amount representing interest		(4,964	)		(812	)
Present value of lease payments	$	20,654		$	1,650

Major Tenants

As of September 30, 2022, we had three significant tenants by revenue:

•We leased 150 properties in three separate unitary leases and two stand-alone leases to subsidiaries of Global Partners LP (NYSE: GLP) (“Global”). In the aggregate, our leases with subsidiaries of Global represented 16% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively. All of our unitary leases with subsidiaries of Global are guaranteed by the parent company.

•We leased 128 properties in four separate unitary leases to subsidiaries of ARKO Corp. (NASDAQ: ARKO) (“Arko”). In the aggregate, our leases with subsidiaries of Arko represented 14% and 15% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively. All of our unitary leases with subsidiaries of Arko are guaranteed by the parent company.

•We leased 78 properties pursuant to three separate unitary leases and one stand-alone lease to Apro, LLC (d/b/a “United Oil”). In the aggregate, our leases with United Oil represented 11% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively.

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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, 2022, 332 of the properties we own or lease were previously leased to Marketing, of which 303 properties are subject to long-term triple-net leases with petroleum distributors across 12 separate portfolios and 24 properties are leased as single unit triple-net leases (an additional two properties are under redevelopment and three are vacant). The portfolio leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years. 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, 2022, we have a remaining commitment to fund up to $6,559,000 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, 2022, we have 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 $947,000 (net of accumulated amortization of $2,058,000) 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.

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, 2022 and December 31, 2021, we had accrued $285,000 and $1,925,000, 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, and our methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) litigations in the states of Pennsylvania and Maryland, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

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

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, the EPA conditionally approved the CPG’s IR/FS for the upper 9-miles of the LPRSA, which recognizes that interim actions and adaptive

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management may be appropriate before deciding a final remedy. The EPA published the Proposed Plan for the upper 9-mile IR/FS for public comment and subsequently issued a Record of Decision (“ROD”) for the upper 9-mile IR/FS (“Upper 9-mile IR ROD”). There is currently no mechanism in place requiring any parties to implement the Upper 9-mile IR ROD.

In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the LPRSA have proceeded as follows. 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 future 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 the EPA’s criteria for a cash out settlement. 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 process has concluded leading to an agreement in principle between the EPA and certain of the allocation proceeding participants, including us, concerning a cash-out settlement for the entire 17-mile stretch of the Lower Passaic River and its tributaries, which is subject to negotiation and court approval and entry of a consent decree.

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 (“Occidental lawsuit”). 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.

Based on currently known facts and circumstances, including, among other factors, the agreement in principle with the EPA noted above, anticipated allocations, our belief that there was not any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and because there are numerous other parties who will likely bear the costs of remediation and/or damages, we do not believe that resolution of this matter as relates us is reasonably likely to have a material impact on our results of operations. Nevertheless, in the event the agreement in principle is not approved by the Court, and/or there are one or more adverse determinations related to this matter, performance of the EPA’s selected remedies for the LPRSA may be subject to future negotiation, potential enforcement proceedings and/or possible litigation; hence our ultimate liability in the pending and possible future proceedings pertaining to the LPRSA remains uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known. For these reasons, we are unable to estimate a possible loss or range of loss in excess of the amount we have accrued for the Lower Passaic River proceedings as of the date of this

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Quarterly Report on Form 10-Q, and it is therefore possible that losses related to the Lower Passaic River proceedings could exceed the amounts accrued as of the date hereof, which could cause a material adverse effect on our results of operations.

MTBE Litigation – State of Pennsylvania

On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County relating to alleged statewide MTBE contamination in Pennsylvania. The named plaintiff is the State, by and through (then) Pennsylvania Attorney General Kathleen G. Kane (as Trustee of the waters of the State), the Pennsylvania Insurance Department (which governs and administers the Underground Storage Tank Indemnification Fund), the Pennsylvania Department of Environmental Protection (vested with the authority to protect the environment) and the Pennsylvania Underground Storage Tank Indemnification Fund. The complaint names us and more than 50 other petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE who are alleged to have distributed, stored and sold MTBE gasoline in Pennsylvania. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and act in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; 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 against the defendants. We joined with other defendants in the filing of a motion to dismiss the claims against us, which was granted in part and denied in part. We are vigorously defending the claims made against us. Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

MTBE Litigation – State of Maryland

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

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, 2022			December 31, 2021
Unsecured Revolving Credit Facility	October 2025		—		$	—		$	60,000
Series B Notes	June 2023		5.35	%		75,000			75,000
Series C Notes	February 2025		4.75	%		50,000			50,000
Series D-E Notes	June 2028		5.47	%		100,000			100,000
Series F-H Notes	September 2029		3.52	%		125,000			125,000
Series I-K Notes	November 2030		3.43	%		175,000			175,000
Series L-N Notes	February 2032		3.45	%		100,000			—
Total debt						625,000			585,000
Unamortized debt issuance costs, net (a)						(3,761	)		(3,880	)
Total debt, net					$	621,239		$	581,120

(a)Unamortized debt issuance costs related to the Revolving Facility were $2,196 and $2,730 as of September 30, 2022 and December 31, 2021, respectively, and are included in prepaid expenses and other assets on our consolidated balance sheets.

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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 to March 2022, (c) extended the maturity date of the Term Loan from June 2020 to March 2023 and (d) amended certain financial covenants and provisions.

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 (“Prudential”) and certain of its affiliates and (b) a note purchase and guarantee agreement with the Metropolitan Life Insurance Company (“MetLife”) and certain of its affiliates; and (ii) permit borrowings under each of the Revolving Facility and the Term Loan at three different interest rates, including a rate based on the LIBOR Daily Floating Rate (as defined in the First Amendment) plus the Applicable Rate (as defined in the First Amendment) for such facility.

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 October 27, 2021, we entered into second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”) amending and restating our Restated Credit Agreement. Pursuant to the Second Restated Credit Agreement, we (i) extended the maturity date of the Revolving Facility from March 2022 to October 2025, (ii) reduced the interest rate for borrowings under the Revolving Facility and (iii) amended certain financial covenants and other provisions.

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

The Revolving Facility matures October 27, 2025, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default under the Second Restated Credit Agreement and our compliance with certain conditions, including the payment of extension fees to the Lenders under the Revolving Facility and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

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 our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date.

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

The Second Restated Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Second Restated Credit Agreement contains customary events of default, including cross default provisions with respect to our existing senior unsecured notes. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of our indebtedness under the Second Restated Credit Agreement and could also give rise to an event of default and the acceleration of our existing senior unsecured notes.

Senior Unsecured Notes

On February 22, 2022, we entered into a sixth amended and restated note purchase and guarantee agreement (the “Sixth Amended and Restated Prudential Agreement”) with Prudential and certain of its affiliates amending and restating our existing fifth amended and restated note purchase and guarantee agreement with Prudential (the “Fifth Amended and Restated Prudential Agreement”). Pursuant to the Sixth Amended and Restated Prudential Agreement, we will issue $80,000,000 of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential on January 20, 2023 and use a portion of the proceeds to repay in full the $75,000,000 of 5.35% Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under the Fifth Amended and Restated Prudential Agreement. The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential

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

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated AIG Agreement”) with American General Life Insurance Company (“AIG”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”). Pursuant to the Second Amended and Restated AIG Agreement, we issued $55,000,000 of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding under the First Amended and Restated AIG Agreement, including (i) $50,000,000 of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50,000,000 of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated MassMutual Agreement”) with Massachusetts Mutual Life Insurance Company (“MassMutual”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”). Pursuant to the Second Amended and Restated MassMutual Agreement, we issued $20,000,000 of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) to MassMutual and will issue $20,000,000 of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual on January 20, 2023. The other senior unsecured notes outstanding under the First Amended and Restated MassMutual Agreement, including (i) $25,000,000 of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25,000,000 of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

On February 22, 2022, we entered into a note purchase and guarantee agreement (the “New York Life Agreement”) with New York Life Insurance Company (“New York Life”) and certain of its affiliates. Pursuant to the New York Life Agreement, we issued $25,000,000 of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) to New York Life and will issue $25,000,000 of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life on January 20, 2023.

On June 21, 2018, we entered into a note purchase and guarantee agreement (the “MetLife Agreement”) with MetLife and certain of its affiliates. Pursuant to the MetLife Agreement, we issued $50,000,000 of 5.47% Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes”).

The funded and outstanding Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes and Series N Notes are collectively referred to as the “senior unsecured notes.”

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, 2022, we are in compliance with all of the material terms of the Restated Credit Agreement and our senior unsecured notes, including the various financial covenants described herein.

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Debt Maturities

As of September 30, 2022, scheduled debt maturities, including balloon payments, are as follows (in thousands):

	Revolving Facility		Senior Unsecured Notes		Total
2022	$	—	$	—	$	—
2023 (a)		—		75,000		75,000
2024		—		—		—
2025 (b)		—		50,000		50,000
2026		—		—		—
Thereafter		—		500,000		500,000
Total	$	—	$	625,000	$	625,000

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

(b)The Revolving Facility matures in October 2025. Subject to the terms of the Second Restated Credit Agreement and our continued compliance with its provisions, we have the option to extend the term of the Revolving Facility for two six month periods to October 2026.

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. As the property owner, we may ultimately be responsible for the payment of environmental liabilities 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 is mainly the responsibility of our tenant, but in certain cases partially paid for by us) and remediation of any environmental contamination that arises during the term of their tenancy. In addition, for substantially all of our triple-net leases, our tenants are contractually responsible for known environmental contamination that existed at the commencement of the lease and for preexisting unknown environmental contamination that is discovered during the term of the lease.

For the subset of our triple-net leases which cover properties previously leased to Marketing (substantially all of which commenced in 2012), the allocation of responsibility differs from our other triple-net leases as it relates to preexisting known and unknown contamination. Under the terms of our leases covering properties previously leased to Marketing, we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which 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) (a “Lookback Period”). Similarly, for certain properties previously leased to Marketing which we have sold, we have agreed to be responsible for environmental contamination that was known at the time of the sale and for unknown environmental contamination which existed prior to the sale and which is discovered (other than

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as a result of a voluntary site investigation) within 5 years of the closing (also, a “Lookback Period”). After expiration of the applicable Lookback Period, responsibility for all newly discovered contamination at these properties, even if it relates to periods prior to commencement of the lease or sale, is the contractual responsibility of our tenant or buyer, as the case may be.

In the course of UST removals and replacements at certain properties previously leased to Marketing where we retained responsibility for preexisting unknown environmental contamination until expiration of the applicable Lookback Period, environmental contamination has been and continues to be discovered. As a result, we developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and 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 anticipated removal and replacement of USTs. Our accrual of this liability represents our estimate of the fair value of the cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience. In arriving at our accrual, we analyzed the ages and expected useful lives of USTs at properties where we would be responsible for preexisting unknown environmental contamination and we projected a cost to closure for remediation of such contamination.

During the nine months ended September 30, 2022, the Lookback Periods for many properties we previously leased to Marketing expired. Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of the Company therefor, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, we removed $17,131,000 of unknown reserve liabilities which had previously been accrued for these properties. This resulted in a net credit of $16,617,000 being recorded to environmental expense for the nine months ended September 30, 2022.

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $9,400,000 of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of September 30, 2022.

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, 2022, we had accrued a total of $29,217,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $10,539,000 of known reserve liabilities 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) $18,678,000 of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination. As of December 31, 2021, we had accrued a total of $47,597,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $11,382,000 of known reserve liabilities and (b) $36,215,000 of unknown reserve liabilities.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $1,037,000 and $1,270,000 of net accretion expense was recorded for the nine months ended September 30, 2022 and 2021, respectively, which is included in environmental expenses. In addition, during the nine months ended September 30, 2022 and 2021, we recorded credits to environmental expenses aggregating $17,927,000 and $1,250,000, 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, 2022 and 2021, changes in environmental estimates aggregating, $1,816,000 and $126,000, respectively, were related to properties that were previously disposed of by us.

During the nine months ended September 30, 2022 and 2021, we increased the carrying values of certain of our properties by $1,714,000 and $2,060,000, 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

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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, 2022 and 2021 was $2,808,000 and $2,982,000, respectively. Capitalized asset retirement costs were $37,245,000 (consisting of $24,594,000 of known environmental liabilities and $12,651,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of September 30, 2022, and $39,670,000 (consisting of $24,075,000 of known environmental liabilities and $15,595,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of December 31, 2021. We recorded impairment charges aggregating $1,532,000 and $2,321,000 for the nine months ended September 30, 2022 and 2021, respectively, for capitalized asset retirement costs.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval. 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 discovery of preexisting unknown environmental liabilities and for new environmental events. The policy had a $50,000,000 aggregate limit and was subject to various self-insured retentions and other conditions and limitations. This policy expired in July 2022, although claims made prior to such expiration remain subject to coverage. In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25,000,000 in 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 for certain properties which we believe have the greatest risk of significant environmental events.

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.

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NOTE 7. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 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, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067
Net earnings									13,302			13,302
Dividends declared — $0.41 per share									(19,619	)		(19,619	)
Shares issued pursuant to ATM Program, net		—		—		(64	)		—			(64	)
Shares issued pursuant to dividend reinvestment		1		—		14			—			14
Stock-based compensation/settlements		—		—		1,227			—			1,227
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927
BALANCE, DECEMBER 31, 2021		46,716	$	467	$	818,209		$	(73,568	)	$	745,108
Net earnings									62,731			62,731
Dividends declared — $1.23 per share									(58,856	)		(58,856	)
Shares issued pursuant to ATM Program, net		—		—		(147	)		—			(147	)
Shares issued pursuant to dividend reinvestment		2		—		44			—			44
Stock-based compensation/settlements		16		—		3,047			—			3,047
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927

	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

On March 1, 2022, our Board of Directors granted 238,850 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2021, our Board of Directors granted 192,550 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

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.

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In February 2021, we established an 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 our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. 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. The use of a forward sale agreement allows us to lock in a share price on the sale of shares at the time the forward sales agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sale agreements, we consider the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. We also consider the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement.

ATM Direct Issuances

During the three and nine months ended September 30, 2022, no shares of common stock were issued under the ATM Program. During the three and nine months ended September 30, 2021, we issued a total of 636,000 and 1,688,000 shares of common stock and received net proceeds of $19,430,000 and $49,008,000 under the ATM Program and the 2018 ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Sale Agreements

During the three and nine months ended September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 714,136 shares of common stock at an average gross offering price of $30.22 per share. No shares were settled during the three and nine months ended September 30, 2022. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions. During the three and nine months ended September 30, 2021, the Company did not enter into any forward sale agreements under the ATM Program.

Dividends

For the nine months ended September 30, 2022, we paid regular quarterly dividends of $58,704,000 or $1.23 per share. For the nine months ended September 30, 2021, we paid regular quarterly dividends of $52,807,000 or $1.17 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, 2022 and 2021, we issued 1,512 and 1,996 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $44,000 and $59,000, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $3,543,000 and $2,974,000 for the nine months ended September 30, 2022 and 2021, respectively, and is included in general and administrative expense in our consolidated statements of operations.

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.

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Net earnings	$	13,302		$	14,011		$	62,731		$	44,828
Less earnings attributable to RSUs outstanding		(458	)		(361	)		(1,465	)		(1,082	)
Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation		12,844			13,650			61,266			43,746
Weighted average common shares outstanding:
Basic		46,734			44,955			46,729			44,425
Incremental shares from stock-based compensation		45			70			38			20
Diluted		46,779			45,025			46,767			44,445
Basic earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98
Diluted earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98

NOTE 9. — FAIR VALUE MEASUREMENTS

Debt Instruments

As of September 30, 2022 and December 31, 2021, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value. As of September 30, 2022 and December 31, 2021, the fair value of the borrowings under our senior unsecured notes was $535,200,000 and $561,600,000, respectively. The fair value of the borrowings outstanding as of September 30, 2022 and December 31, 2021 was determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, risk profile and borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy.

Supplemental Retirement Plan

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, 2022, 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	$	1,108	$	—	$	—	$	1,108
Liabilities:
Deferred compensation	$	—	$	1,108	$	—	$	1,108

The following summarizes as of December 31, 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	$	1,168	$	—	$	—	$	1,168
Liabilities:
Deferred compensation	$	—	$	1,168	$	—	$	1,168

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, 2022 and December 31, 2021, of $705,000 and $1,102,000, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

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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, 2022, one property met the criteria to be classified as held for sale.

Real estate held for sale consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands):

	September 30, 2022			December 31, 2021
Land	$	104		$	2,949
Buildings and improvements		162			2,247
		266			5,196
Accumulated depreciation and amortization		(102	)		(1,575	)
Real estate held for sale, net	$	164		$	3,621

During the nine months ended September 30, 2022, we sold 19 properties, resulting in an aggregate gain of $7,508,000, which is included in gains on dispositions of real estate in our consolidated statements of operations. In addition, during the nine months ended September 30, 2022, we received funds from one partial property condemnation resulting in a gain of $138,000, which is included in gains on dispositions of real estate in our consolidated statements of operations.

NOTE 11. — PROPERTY ACQUISITIONS

During the nine months ended September 30, 2022, we acquired fee simple interests in 16 properties for an aggregate purchase price of $63,288,000.

In April 2022, we acquired fee simple interests in eight car wash properties for an aggregate purchase price of $36,387,000 and entered into a unitary lease at the closing of the transaction. We funded the transaction with available cash. The unitary lease provides for an initial term of 15 years, with five five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. The properties are located in the Austin (TX) metropolitan area. We accounted for the transaction as an asset acquisition. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $6,219,000 of the purchase price to land, $27,803,000 to buildings and improvements, $2,980,000 to in-place leases, $403,000 to above-market leases and $1,018,000 to below-market leases which is accounted for as a deferred liability.

In addition, during the nine months ended September 30, 2022, we acquired fee simple interests in three convenience stores and five car wash properties in multiple transactions for an aggregate purchase price of $26,901,000. We accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $8,982,000 of the purchase price to land, $15,737,000 to buildings and improvements and $2,182,000 to in-place leases.

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 transaction. We funded the transaction with available cash and funds available under our Revolving Facility. The unitary lease provides for an initial term of 15 years, with four five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually beginning in year three of the initial term and each year of the renewal terms of the lease. The properties are located in the Raleigh (NC) metropolitan area and other metropolitan areas in Alabama, Arkansas, Mississippi and South Carolina. We accounted for the transaction as an asset acquisition. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $20,542,000 of the purchase price to land, $12,785,000 to buildings and improvements, $2,893,000 to in-place leases and $1,095,000 to below-market leases which is accounted for as a deferred liability.

In May 2021, we acquired fee simple interests in 46 oil change centers subject to individual leases for an aggregate purchase price of $31,018,000. We funded the transaction with available cash and funds available under our Revolving Facility. The leases had approximately 11.5 years of initial term remaining as of the date of acquisition and include three five-year renewal options. The leases require our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase every five years during the initial and renewal terms of the lease. The properties are located throughout Ohio and Michigan. We

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accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $4,551,000 of the purchase price to land, $22,539,000 to buildings and improvements, $3,120,000 to in-place leases, $2,224,000 to above-market leases, and $1,416,000 to below-market leases which is accounted for as a deferred liability.

On multiple dates in March, April, May, July and September 2021, we acquired fee simple interests in a total of nine car wash properties for an aggregate purchase price of $31,427,000 and entered into a single unitary lease at the closing of the transactions. We funded the transactions with available cash and funds available under our Revolving Facility. The unitary lease provides for an initial term of 15 years, with five five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. The properties are located in the Cincinnati (OH), Lansing (MI) and Lexington (KY) metropolitan areas. We accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $5,704,000 of the purchase price to land, $23,094,000 to buildings and improvements, and $2,629,000 to in-place leases.

In addition, during the nine months ended September 30, 2021, we acquired fee simple interests in five individual car wash properties, one convenience store and gasoline station property, and one tire service center for an aggregate purchase price of $29,074,000. We accounted for the acquisitions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $7,862,000 of the purchase price to land, $18,379,000 to buildings and improvements and $2,227,000 to in-place leases and $606,000 to above-market leases.

NOTE 12. — SUBSEQUENT EVENTS

In preparing our unaudited consolidated financial statements, we have evaluated events and transactions occurring after September 30, 2022, for recognition or disclosure purposes. Based on this evaluation, there were no significant subsequent events from September 30, 2022, through the date the financial statements were issued.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the sections entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021; and “Part I, Item 1. Financial Statements” and “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “seeks,” “plans,” “projects,” “estimates,” “anticipates,” “predicts” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and are not historical facts. (All capitalized and undefined terms used in this section shall have the same meanings hereafter defined in this Quarterly Report on Form 10-Q.)

Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, our statements regarding our network of convenience stores, car washes, automotive service centers, automotive parts retailers, and certain other freestanding retailers; substantial compliance of our properties with federal, state and local provisions enacted or adopted pertaining to environmental matters; the effects of recently enacted U.S. federal tax reform and other legislative, regulatory and administrative developments; the impact of existing legislation and regulations on our competitive position; our prospective future environmental liabilities, including those resulting from preexisting unknown environmental contamination; the impact of the novel coronavirus (“COVID-19”) pandemic on our business and results of operations; our expectations regarding our growth strategy; 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; the impact of our redevelopment efforts related to certain of our properties; the amount of revenue we expect to realize from our properties; our belief that our owned and leased properties are adequately covered by casualty and liability insurance; our workplace demographics, recruiting efforts, and employee compensation program; FFO and AFFO as measures that represent our core operating performance and its utility in comparing our core operating performance between periods; the reasonableness of our estimates, judgments, projections and assumptions used regarding our accounting policies and methods; our critical accounting policies; our exposure and liability due to and our accruals, estimates and assumptions regarding our environmental liabilities and remediation costs; loan loss reserves or allowances; our belief that our accruals for environmental and litigation matters, including matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our MTBE multi-district litigation cases in the states of Pennsylvania and Maryland, were appropriate based on the information then available; our claims for reimbursement of monies expended in the defense and settlement of certain MTBE cases under pollution insurance policies; compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters; our beliefs about the settlement proposals we receive and the probable outcome of litigation or regulatory actions and their impact on us; our expected recoveries from UST funds; our indemnification obligations and the indemnification obligations of others; our investment strategy and its impact on our financial performance; the adequacy of our current and anticipated cash flows from operations, borrowings under our Second Restated Credit Agreement and available cash and cash equivalents; our continued compliance with the covenants in our Second Restated Credit Agreement and our senior unsecured notes; our belief that certain environmental liabilities can be allocated to others under various agreements; our belief that our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts; our beliefs regarding our properties, including their alternative uses and our ability to sell or lease our vacant properties over time; and our ability to maintain our federal tax status as a REIT.

These forward-looking statements are based on our current beliefs and assumptions and information currently available to us, and are subject to known and unknown risks, uncertainties and other factors and were derived utilizing numerous important assumptions that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors and assumptions involved in the derivation of forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. These factors and assumptions may have an impact on the continued accuracy of any forward-looking statements that we make.

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Factors which may cause actual results to differ materially from our current expectations include, but are not limited to, the risks described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as such risk factors may be updated from time to time in our public filings, and risks associated with: complying with environmental laws and regulations and the costs associated with complying with such laws and regulations; substantially all of our tenants depending on the same industry for their revenues; the creditworthiness of our tenants; our tenants’ compliance with their lease obligations; renewal of existing leases and our ability to either re-lease or sell properties; our dependence on external sources of capital; counterparty risks; the uncertainty of our estimates, judgments, projections and assumptions associated with our accounting policies and methods; our ability to successfully manage our investment strategy; potential future acquisitions and redevelopment opportunities; changes in interest rates and our ability to manage or mitigate this risk effectively; owning and leasing real estate; our business operations generating sufficient cash for distributions or debt service; adverse developments in general business, economic or political conditions; adverse effect of inflation; federal tax reform; property taxes; potential exposure related to pending lawsuits and claims; owning real estate primarily concentrated in the Northeast and Mid-Atlantic regions of the United States; competition in our industry; the adequacy of our insurance coverage and that of our tenants; failure to qualify as a REIT; dilution as a result of future issuances of equity securities; our dividend policy, ability to pay dividends and changes to our dividend policy; changes in market conditions; provisions in our corporate charter and by-laws; Maryland law discouraging a third-party takeover; changes in LIBOR reporting practices or the method in which LIBOR is calculated or changes to alternative rates if LIBOR is discontinued; the loss of a member or members of our management team or Board of Directors; changes in accounting standards; future impairment charges; terrorist attacks and other acts of violence and war; our information systems; failure to maintain effective internal controls over financial reporting; and negative impacts from the continued spread of the COVID-19 pandemic, including on the global economy or on our or our tenants’ businesses, financial position or results of operations.

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, ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in this Quarterly Report on Form 10-Q and those that are described from time to time in our other filings with the SEC. While we expect to continue to pursue our overall growth strategy and to fund our business operations from our cash flows from our properties, the rapid developments and fluidity of COVID-19 may cause us to moderate, if not suspend, our growth strategy.

You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events, unless required by law. For any forward-looking statements contained in this Quarterly Report on Form 10-Q or in any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

General

Real Estate Investment Trust

We are a REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of September 30, 2022, our portfolio included 1,021 properties of which we owned 978 properties and leased 43 properties from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The impact from the rapidly changing market and economic conditions due to the COVID-19 pandemic remains uncertain. While we have not incurred significant disruptions to our financial results thus far from the COVID-19 pandemic, we are unable to accurately predict the future impact that COVID-19 will have on our business, operations and financial result due to numerous evolving factors, including the severity of the disease, the duration of the pandemic, actions that may be taken by governmental authorities, the impact to our tenants, including the ability of our tenants to make their rental payments and any closures of our tenants’ facilities. Additionally, while we expect to continue our overall growth strategy during 2022 and to fund our business operations from cash flows from our properties and our Revolving Facility, the rapid developments and fluidity of COVID-19 may cause us to re-evaluate, if not suspend, our growth strategy and/or to rely more heavily on borrowings under our Revolving Facility, proceeds from the sale of shares of our common stock under our ATM Program, or other sources of liquidity. See “Part I. Item. 1A. Risk Factors” in our Annual Report on Form 10-K for additional information.

Our Triple-Net Leases

Substantially all of our properties are leased on a triple-net basis to convenience store operators, 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

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case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties who operate the businesses. Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced.

A significant portion of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products and/or the sale of automotive services and parts. As a result, our tenants’ financial results can be dependent on the performance of the convenience retail, petroleum marketing, and automobile maintenance industries, each of which are highly competitive and can be subject to variability. For additional information regarding our real estate business, our properties, and environmental matters, see “Item 1. Business – Company Operations” and “Item 2. Properties” in our Annual Report on Form 10-K for the year ended December 31, 2021, and “Environmental Matters” below.

Our Properties

Net Lease. As of September 30, 2022, we leased 1,013 of our properties to tenants under triple-net leases.

Our net lease properties include 845 properties leased under 35 separate unitary or master triple-net leases and 168 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years with options for successive renewal terms of up to 20 years and periodic rent escalations. Several of our leases provide for additional rent based on the aggregate volume of fuel sold. In addition, certain of our leases require the tenants to invest capital in our properties.

Redevelopment. As of September 30, 2022, we were actively redeveloping four of our properties either for new convenience and gasoline use or for alternative single-tenant net lease retail uses.

Vacancies. As of September 30, 2022, four of our properties were vacant. We expect that we will either sell or enter into new leases on these properties over time.

Investment Strategy and Activity

As part of our strategy to grow and diversify our portfolio, we regularly review acquisition and financing opportunities to invest in additional convenience, automotive and other single tenant retail real estate. We primarily pursue sale leaseback transactions with existing and prospective tenants and will pursue other transactions, including forward commitments to acquire new-to-industry construction and the acquisition of assets with in-place leases, that result in us owning fee simple interests in our properties. Our investment activities may also include purchase money financing with respect to properties we sell, real property loans relating to our leasehold properties and construction loans. Our investment strategy seeks to generate current income and benefit from long-term appreciation in the underlying value of our real estate. To achieve that goal, we seek to invest in well-located, freestanding properties that support automobility and provide convenience and service to consumers in major markets across the country. A key element of our investment strategy is to invest in properties that will enhance our property type, tenant, and geographic diversification.

During the nine months ended September 30, 2022, we acquired fee simple interests in 16 properties for an aggregate purchase price of $63.3 million. During the nine months ended September 30, 2021, we acquired fee simple interests in 77 properties for an aggregate purchase price of $126.6 million.

We also originate construction loans for the construction of income-producing properties which we expect to purchase via sale leaseback transactions at the end of the construction period. During the nine months ended September 30, 2022, we funded $10.9 million, including accrued interest, and, as of September 30, 2022, had outstanding $16.6 million of such construction loans, including accrued interest. At the end of the construction period, the construction loans will be repaid with the proceeds from the sale-leaseback of these properties. During the nine months ended September 30, 2021, we funded $12.3 million and, as of September 30, 2021, had outstanding $8.9 million of such construction loans, including accrued interest. During the nine months ended September 30, 2021, we acquired one property for $4.5 million for which we had previously funded construction loans in the amount of $3.4 million and the loans were repaid in full.

Redevelopment Strategy and Activity

We believe that certain of our properties, primarily those currently occupied by gas and repair businesses, are well-suited to be redeveloped as new convenience stores or other single tenant retail uses, such as automotive parts, quick service restaurants, bank branches and specialty retail. We believe that the redeveloped properties can be leased or sold at higher values than their current use. During the nine months ended September 30, 2022, rent commenced on one completed redevelopment project that was placed back into service in our net lease portfolio. During the nine months ended September 30, 2021, rent commenced on three completed redevelopment projects that were placed back into service in our net lease portfolio. Since the inception of our redevelopment program in 2015, we have completed 25 redevelopment projects.

As of September 30, 2022, we had four properties under active redevelopment and others in various stages of feasibility planning for potential recapture from our net lease portfolio, including two properties for which we have signed new leases or letters of intent and which will be transferred to redevelopment when the appropriate entitlements, permits and approvals have been secured.

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Asset Impairment

We perform an impairment analysis for the carrying amounts of our properties in accordance with GAAP when indicators of impairment exist. We reduced the carrying amounts to fair value, and recorded impairment charges aggregating $0.8 million and $2.2 million for the three and nine months ended September 30, 2022, and $1.2 million and $2.7 million for the three and nine months ended September 30, 2021, where the carrying amounts of the properties exceed the estimated undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. The impairment charges were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties, and (iii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties. The evaluation and estimates of anticipated cash flows used to conduct our impairment analysis are highly subjective and actual results could vary significantly from our estimates.

Supplemental Non-GAAP Measures

We manage our business to enhance the value of our real estate portfolio and, as a REIT, place particular emphasis on minimizing risk, to the extent feasible, and generating cash sufficient to make required distributions to stockholders of at least 90% of our ordinary taxable income each year. In addition to measurements defined by accounting principles generally accepted in the United States of America (“GAAP”), we also focus on Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”) to measure our performance. As previously disclosed, beginning with its results for the quarter and year ended December 31, 2021, we updated our definition of AFFO to include adjustments for stock-based compensation and amortization of debt issuance costs. We believe that conforming to this market practice for calculating AFFO improves the comparability of this measure of performance to other net lease REITs

FFO and AFFO are generally considered by analysts and investors to be appropriate supplemental non-GAAP measures of the performance of REITs. FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP. In addition, FFO and AFFO are not based on any comprehensive set of accounting rules or principles. Neither FFO nor AFFO represent cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity. These measures should only be used to evaluate our performance in conjunction with corresponding GAAP measures.

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net earnings before (i) depreciation and amortization of real estate assets, (ii) gains or losses on dispositions of real estate assets, (iii) impairment charges, and (iv) the cumulative effect of accounting changes.

We define AFFO as FFO excluding (i) certain revenue recognition adjustments (defined below), (ii) certain environmental adjustments (defined below), (iii) stock-based compensation, (iv) amortization of debt issuance costs and (v) other non-cash and/or unusual items that are not reflective of our core operating performance.

Other REITs may use definitions of FFO and/or AFFO that are different than ours and, accordingly, may not be comparable.

We believe that FFO and AFFO are helpful to analysts and investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, the core operating performance of our portfolio. Specifically, FFO excludes items such as depreciation and amortization of real estate assets, gains or losses on dispositions of real estate assets, and impairment charges. With respect to AFFO, we further exclude the impact of (i) deferred rental revenue (straight-line rent), the net amortization of above-market and below-market leases, adjustments recorded for the recognition of rental income from direct financing leases, and the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”), (ii) environmental accretion expenses, environmental litigation accruals, insurance reimbursements, legal settlements and judgments, and changes in environmental remediation estimates (collectively, “Environmental Adjustments”), (iii) stock-based compensation expense, (iv) amortization of debt issuance costs and (v) other items, which may include allowances for credit losses on notes and mortgages receivable and direct financing leases, losses on extinguishment of debt, retirement and severance costs, and other items that do not impact our recurring cash flow and which are not indicative of our core operating performance.

We pay particular attention to AFFO which it believes provides the most useful depiction of the core operating performance of our portfolio. By providing AFFO, we believe we are presenting information that assists analysts and investors in their assessment of our core operating performance, as well as the sustainability of our core operating performance with the sustainability of the core operating performance of other real estate companies.

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A reconciliation of net earnings to FFO and AFFO is as follows (in thousands, except per share amounts):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Net earnings (1)	$	13,302		$	14,011		$	62,731		$	44,828
Depreciation and amortization of real estate assets		9,962			8,895			29,514			25,980
Gain on dispositions of real estate		(344	)		(2,072	)		(7,646	)		(9,550	)
Impairments		798			1,198			2,227			2,730
Funds from operations (FFO) (1)		23,718			22,032			86,826			63,988
Revenue recognition adjustments		505			594			1,530			1,320
Changes in environmental estimates		(393	)		(211	)		(17,927	)		(1,250	)
Accretion expense		215			407			1,037			1,270
Environmental litigation accruals		279			59			279			59
Insurance reimbursements		—			—			(44	)		(38	)
Legal settlements and judgments		—			—			—			(57	)
Retirement and severance costs		—			—			77			662
Stock-based compensation expense		1,227			1,037			3,543			2,974
Amortization of debt issuance costs		238			260			706			778
Adjusted funds from operations (AFFO)	$	25,789		$	24,178		$	76,027		$	69,706
Basic per share amounts:
Net earnings	$	0.27		$	0.30		$	1.31		$	0.98
FFO (2)		0.50			0.48			1.81			1.41
AFFO (2)		0.54			0.53			1.59			1.54
Diluted per share amounts:
Net earnings	$	0.27		$	0.30		$	1.31		$	0.98
FFO (2)		0.50			0.48			1.81			1.41
AFFO (2)		0.54			0.53			1.59			1.54
Weighted average common shares outstanding:
Basic		46,734			44,955			46,729			44,425
Diluted		46,779			45,025			46,767			44,445

(1)Net earnings and FFO for the nine months ended September 30, 2022 included a $16.6 million credit related to removal of environmental remediation obligations at certain properties. For additional information regarding environmental obligations, see Note 6 – Environmental Obligations.

(2)Dividends paid and undistributed earnings allocated, if any, to unvested restricted stockholders are deducted from FFO and AFFO for the computation of the per share amounts. The following amounts were deducted:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
FFO	$	554	$	444	$	2,028	$	1,305
AFFO		602		487		1,775		1,421

Results of Operations

The following discussion describes our results of operations for the three and nine months ended September 30, 2022. While the COVID-19 pandemic did not have a material adverse effect on our reported results for the three and nine months ended September 30, 2022, we are actively monitoring the impact of COVID-19, which may negatively impact our business and results of operations for subsequent quarters.

Three months ended September 30, 2022, compared to the three months ended September 30, 2021

Revenues from rental properties increased by $1.8 million to $41.5 million for the three months ended September 30, 2022, as compared to $39.7 million for the three months ended September 30, 2021. The increase in revenues from rental properties was primarily due to revenue from newly acquired properties and contractual rent increases, partially offset by property dispositions. Rental income contractually due from our tenants included in revenues from rental properties was $37.4 million for the three months ended September 30, 2022, as compared to $34.9 million for the three months ended September 30, 2021. Tenant reimbursements, which are included in revenues from rental properties, and which consist of real estate taxes and other municipal charges paid by us which are reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $4.6 million and $5.4 million for the three months ended September 30, 2022 and 2021, respectively. Interest income on notes and mortgages receivable was $0.4 million for the three months ended September 30, 2022 and three months ended September 30, 2021.

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In accordance with GAAP, we recognize revenues from rental properties in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include Revenue Recognition Adjustments comprised of (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) recognition of rental income under direct financing leases using the effective interest rate 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. Revenues from rental properties include Revenue Recognition Adjustments which decreased rental revenue by $0.5 million and $0.6 million for the three months ended September 30, 2022 and 2021, respectively.

Property costs, which are comprised of property operating expenses and leasing and redevelopment expenses, were $5.7 million for the three months ended September 30, 2022, as compared to $6.5 million for the three months ended September 30, 2021. The decrease in property costs for the three months ended September 30, 2022 was principally due to reductions in property operating expenses, including lower rent expense and real estate taxes, partially offset by increased leasing and redevelopment expenses, primarily professional fees related to our redevelopment program.

Impairment charges were $0.8 million for the three months ended September 30, 2022, as compared to $1.2 million for the three months ended September 30, 2021. Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the three months ended September 30, 2022 were attributable to the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values. Impairment charges for the three months ended September 30, 2021 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, and (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties.

Environmental expenses for the three months ended September 30, 2022 were $0.6 million, as compared to $0.8 million for the three months ended September 30, 2021. The decrease in environmental expenses for the three months ended September 30, 2022 was principally due to a reduction in net environmental remediation estimates and lower accretion expense partially offset by an increase in legal expenses and environmental legal accruals. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of changes in reported environmental expenses for one period, as compared to prior periods.

General and administrative expense was $5.0 million for the three months ended September 30, 2022, as compared to $4.7 million for the three months ended September 30, 2021. The increase in general and administrative expense for the three months ended September 30, 2022 was principally due to increased personnel costs.

Depreciation and amortization expense was $10.0 million for the three months ended September 30, 2022, as compared to $8.9 million for the three months ended September 30, 2021. The increase in depreciation and amortization expense for the three months ended September 30, 2022 was primarily due to depreciation and amortization of properties acquired, partially offset by the effect of certain assets becoming fully depreciated and dispositions of real estate.

Gains on dispositions of real estate were $0.3 million for the three months ended September 30, 2022, as compared to $2.1 million for the three months ended September 30, 2021. The gains were the result of the disposition of three properties during the three months ended September 30, 2022, as compared to one sale partially offset by three lease terminations during the three months ended September 30, 2021.

Interest expense was $6.9 million for the three months ended September 30, 2022, as compared to $6.2 million for the three months ended September 30, 2021. The increase was due to higher average borrowings outstanding partially offset by a decrease in average interest rates on borrowings outstanding for the three months ended September 30, 2022, as compared to the three months ended September 30, 2021.

Nine Months Ended September 30, 2022, compared to the nine months ended September 30, 2021

Revenues from rental properties increased by $6.4 million to $121.3 million for the nine months ended September 30, 2022, as compared to $114.9 million for the nine months ended September 30, 2021. The increase in revenues from rental properties was primarily due to revenue from newly acquired properties and contractual rent increases, partially offset by property dispositions. Rental income contractually due from our tenants included in revenues from rental properties was $110.9 million for the nine months ended September 30, 2022, as compared to $102.8 million for the nine months ended September 30, 2021. Tenant reimbursements, which consist of real estate taxes and other municipal charges paid by us which are reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $11.9 million and $13.4 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. Interest income on notes and mortgages receivable was $1.1 million and $1.2 million for the nine months ended September 30, 2022 and 2021, respectively.

In accordance with GAAP, we recognize revenues from rental properties in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include Revenue Recognition Adjustments comprised of (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) recognition of rental income

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under direct financing leases using the effective interest rate 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. Revenues from rental properties includes Revenue Recognition Adjustments which decreased rental revenue by $1.5 million and $1.3 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Property costs, which are comprised of property operating expenses and leasing and redevelopment expenses, were $15.7 million for the nine months ended September 30, 2022, as compared to $17.4 million for the nine months ended September 30, 2021. The decrease in property costs for the nine months ended September 30, 2022 was principally due to reductions in property operating expenses, including lower rent expense and real estate taxes, partially offset by increased leasing and redevelopment expenses, primarily demolition costs for active redevelopment projects.

Impairment charges were $2.2 million and $2.7 million for the nine months ended September 30, 2022 and 2021, respectively. Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the nine months ended September 30, 2022 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, and (ii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties. Impairment charges for the nine months ended September 30, 2021 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, (ii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties, and (iii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties.

Environmental expenses for the nine months ended September 30, 2022 was a credit of $15.4 million, as compared to an expense of $1.3 million for the nine months ended September 30, 2021. The decrease in environmental expenses for the nine months ended September 30, 2022 was principally due to a reduction in estimates related to unknown environmental liabilities. Specifically, during the nine months ended September 30, 2022, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, we removed $17.1 million of unknown reserve liabilities which had previously been accrued for these properties. This resulted in a net credit of $16.6 million being recorded to environmental expense for the nine months ended September 30, 2022. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of changes in reported environmental expenses for one period, as compared to prior periods.

General and administrative expense was $15.4 million for the nine months ended September 30, 2022, as compared to $15.3 million for the nine months ended September 30, 2021. The increase in general and administrative expense for the nine months ended September 30, 2022 was principally due to an increase in personnel costs partially offset by a $0.6 million decrease in non-recurring severance and retirement costs incurred during the nine months ended September 30, 2021.

Depreciation and amortization expense was $29.5 million for the nine months ended September 30, 2022, as compared to $26.0 million for the nine months ended September 30, 2021. The increase in depreciation and amortization expense for the nine months ended September 30, 2022 was primarily due to depreciation and amortization charges related to properties acquired, partially offset by the effect of certain assets becoming fully depreciated and dispositions of real estate.

Gains on dispositions of real estate were $7.6 million for the nine months ended September 30, 2022, as compared to $9.6 million for the nine months ended September 30, 2021. The gains were primarily the result of the dispositions of 19 properties during the nine months ended September 30, 2022 and five properties during the nine months ended September 30, 2021.

Interest expense was $20.4 million for the nine months ended September 30, 2022, as compared to $18.5 million for the nine months ended September 30, 2021. The increase was due to higher average borrowings outstanding partially offset by a decrease in average interest rates on borrowings outstanding for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

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Liquidity and Capital Resources

Our principal sources of liquidity are the cash flows from our operations, funds available under our Revolving Facility (which is scheduled to mature in October 2025), proceeds from the sale of shares of our common stock through offerings from time to time under our ATM Program, and available cash and cash equivalents. Our business operations and liquidity are dependent on our ability to generate cash flow from our properties. Our principal uses for liquidity include normal operating activities, payments of interest on outstanding debt, redevelopment projects and real estate acquisitions. We believe that our operating cash needs for the next twelve months and our long-term liquidity requirements, can be met by cash flows from operations, borrowings under our Revolving Facility, proceeds from the sale of shares of our common stock under our ATM Program and available cash and cash equivalents.

Our cash flow activities for the nine months ended September 30, 2022 and 2021, are summarized as follows (in thousands):

	For the Nine Months Ended September 30,
	2022			2021
Net cash flow provided by operating activities	$	67,871		$	58,688
Net cash flow used in investing activities		(60,919	)		(119,663	)
Net cash flow (used in) provided by financing activities	$	(20,295	)	$	12,965

Operating Activities

Net cash flow from operating activities increased by $9.2 million for the nine months ended September 30, 2022, to $67.9 million, as compared to $58.7 million for the nine months ended September 30, 2021. Net cash provided by operating activities represents cash received primarily from rental and interest income less cash used for property costs, environmental expense, general and administrative expense, and interest expense. The change in net cash flow provided by operating activities for the nine months ended September 30, 2022 and 2021 is primarily the result of changes in revenues and expenses as discussed in “Results of Operations” above and the other changes in assets and liabilities on our consolidated statements of cash flows.

Investing Activities

Our investing activities are primarily real estate-related transactions. Because we generally lease our properties on a triple-net basis, we have not historically incurred significant capital expenditures other than those related to investments in real estate and our redevelopment activities. Net cash flow used in investing activities decreased by $58.8 million for the nine months ended September 30, 2022, to $60.9 million, as compared to $119.7 million for the nine months ended September 30, 2021. The decrease in net cash flow used in investing activities was primarily due to a decrease of $63.0 million for property acquisitions, a decrease of $1.9 million in issuance of notes and mortgages receivable and an increase of $0.5 million in proceeds from dispositions of real estate, partially offset by a decrease of $3.3 million in deposits on property acquisitions and a decrease of $4.2 million in collection of notes and mortgages receivable for the nine months ended September 30, 2022.

Financing Activities

Net cash flow used in financing activities increased by $33.3 million for the nine months ended September 30, 2022, to $20.3 million, as compared to funds provided of $13.0 million for the nine months ended September 30, 2021. The increase in net cash flow used in by financing activities was primarily due to an increase in net repayments under the credit agreement of $77.5 million, a decrease in net proceeds under the ATM Program of $49.1 million, an increase in dividends paid of $6.0 million and an increase of $0.6 million of debt issuance costs, partially offset by an increase in net borrowings under senior unsecured notes of $100.0 million.

Credit Agreement

On June 2, 2015, we entered into a $225.0 million 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 $175.0 million unsecured revolving credit facility (the “Revolving Facility”) and a $50.0 million unsecured term loan (the “Term Loan”).

On March 23, 2018, we entered in to 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 $175.0 million to $250.0 million, (b) extended the maturity date of the Revolving Facility from June 2018 to March 2022, (c) extended the maturity date of the Term Loan from June 2020 to March 2023 and (d) amended certain financial covenants and provisions.

On September 19, 2018, we entered into an amendment (the “First Amendment”) of our Restated Credit Agreement. The First Amendment modified 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 (“Prudential”) and certain of its affiliates and (b) a note purchase and guarantee agreement with the Metropolitan Life Insurance Company (“MetLife”) and certain of its affiliates; and (ii) permit borrowings under each of the Revolving Facility and the Term Loan at three different interest

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rates, including a rate based on the LIBOR Daily Floating Rate (as defined in the First Amendment) plus the Applicable Rate (as defined in the First Amendment) for such facility.

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 $250.0 million to $300.0 million and (b) decrease lender commitments under the Term Loan to $0.0 million.

On October 27, 2021, we entered into a second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”) amending and restating our Restated Credit Agreement. Pursuant to the Second Restated Credit Agreement, we (i) extended the maturity date of the Revolving Facility from March 2022 to October 2025, (ii) reduced the interest rate for borrowings under the Revolving Facility and (iii) amended certain financial covenants and other provisions.

The Second Restated Credit Agreement provides for the Revolving Facility in an aggregate principal amount of $300.0 million 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 $300.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

The Revolving Facility matures October 27, 2025, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default under the Second Restated Credit Agreement and our compliance with certain conditions, including the payment of extension fees to the Lenders under the Revolving Facility and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

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 our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date.

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

The Second Restated Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Second Restated Credit Agreement contains customary events of default, including cross default provisions with respect to our existing senior unsecured notes. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of our indebtedness under the Second Restated Credit Agreement and could also give rise to an event of default and the acceleration of our existing senior unsecured notes.

Senior Unsecured Notes

On February 22, 2022, we entered into a sixth amended and restated note purchase and guarantee agreement (the “Sixth Amended and Restated Prudential Agreement”) with Prudential and certain of its affiliates amending and restating our existing fifth amended and restated note purchase and guarantee agreement with Prudential (the “Fifth Amended and Restated Prudential Agreement”). Pursuant to the Sixth Amended and Restated Prudential Agreement, we will issue $80.0 million of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential on January 20, 2023 and use a portion of the proceeds to repay in full the $75.0 million of 5.35% Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under the Fifth Amended and Restated Prudential Agreement. The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential Agreement, including (i) $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”), (ii) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (iii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”) and (iv) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”), remain outstanding under the Sixth Amended and Restated Prudential Agreement.

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated AIG Agreement”) with American General Life Insurance Company (“AIG”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”). Pursuant to the Second Amended and Restated AIG Agreement, we issued $55.0 million of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding under the First Amended and Restated AIG Agreement, including (i) $50.0 million of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50.0 million of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

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

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(the “First Amended and Restated MassMutual Agreement”). Pursuant to the Second Amended and Restated MassMutual Agreement, we issued $20.0 million of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) to MassMutual and will issue $20.0 million of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual on January 20, 2023. The other senior unsecured notes outstanding under the First Amended and Restated MassMutual Agreement, including (i) $25.0 million of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25.0 million of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

On February 22, 2022, we entered into a note purchase and guarantee agreement (the “New York Life Agreement”) with New York Life Insurance Company (“New York Life”) and certain of its affiliates. Pursuant to the New York Life Agreement, we issued $25.0 million of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) to New York Life and will issue $25.0 million of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life on January 20, 2023.

On June 21, 2018, we entered into a note purchase and guarantee agreement (the “MetLife Agreement”) with MetLife and certain of its affiliates. Pursuant to the MetLife Agreement, we issued $50.0 million of 5.47% Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes”).

The funded and outstanding Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes and Series N Notes are collectively referred to as the “senior unsecured notes.

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 $125.0 million through a consortium of banks acting as agents. The 2018 ATM Program was terminated in January 2021.

In February 2021, we established an 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 $250.0 million through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. 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. The use of a forward sale agreement allows us to lock in a share price on the sale of shares at the time the forward sales agreement becomes effective but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sale agreements, we consider the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. We also consider the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement.

ATM Direct Issuances

During the three and nine months ended September 30, 2022, no shares of common stock were issued under the ATM Program. During the three and nine months ended September 30, 2021, we issued a total of 636,000 and 1,688,000 shares of common stock, respectively, and received net proceeds of $19.4 million and $49.0 million, respectively, under the 2018 ATM Program and the 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.

ATM Forward Sale Agreements

During the three and nine months ended September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 714,136 shares of common stock at an average gross offering price of $30.22 per share. No shares were settled during the three and nine months ended September 30, 2022. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we

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may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions. During the three and nine months ended September 30, 2021, the Company did not enter into any forward sale agreements under the ATM Program.

Property Acquisitions, Development Funding and Capital Expenditures

As part of our overall business strategy, we regularly review acquisition and financing opportunities to invest in additional convenience, automotive and other single tenant retail real estate, and we expect to continue to pursue acquisitions that we believe will benefit our financial performance.

During the nine months ended September 30, 2022, we acquired fee simple interests in 16 properties for an aggregate purchase price of $63.3 million. During the nine months ended September 30, 2021, we acquired fee simple interests in 77 properties for an aggregate purchase price of $126.6 million. We accounted for these transactions as asset acquisitions. For additional information regarding our property acquisitions, see Note 11.

During the nine months ended September 30, 2022, we funded $10.9 million, including accrued interest, of construction loans for the development of income-producing properties which we expect to purchase via sale leaseback transactions at the end of the construction period. As of September 30, 2022, we had outstanding $16.6 million of such construction loans, including accrued interest. At the end of the construction period, the construction loans will be repaid with the proceeds from the sale leaseback of these properties. During the nine months ended September 30, 2021, we funded $12.3 million and, as of September 30, 2021, had outstanding $8.9 million of such construction loans, including accrued interest. During the nine months ended September 30, 2021, we acquired one property for $4.5 million for which we had previously funded construction loans in the amount of $3.4 million and the loans were repaid in full.

We also seek opportunities to recapture select properties from our net lease portfolio and redevelop such properties as new convenience stores or other single tenant retail uses. During the nine months ended September 30, 2022, rent commenced on one completed redevelopment project that was placed back into service in our net lease portfolio. During the nine months ended September 30, 2021, rent commenced on three completed redevelopment projects that were placed back into service in our net lease portfolio. Since the inception of our redevelopment program in 2015, we have completed 25 redevelopment projects.

Because we generally lease our properties on a triple-net basis, we have not historically incurred significant capital expenditures other than those related to acquisitions or redevelopments. However, our tenants frequently make improvements to the properties leased from us at their expense. As of September 30, 2022, we have a remaining commitment to fund up to $6.6 million in the aggregate of capital improvements at certain properties previously leased to Marketing and now subject to unitary triple-net leases with other tenants.

Dividends

We elected to be treated as a REIT under the federal income tax laws with the year beginning January 1, 2001. To qualify for taxation as a REIT, we must, among other requirements such as those related to the composition of our assets and gross income, distribute annually to our stockholders at least 90% of our taxable income, including taxable income that is accrued by us without a corresponding receipt of cash. We cannot provide any assurance that our cash flows will permit us to continue paying cash dividends.

It is also possible that instead of distributing 100% of our taxable income on an annual basis, we may decide to retain a portion of our taxable income and to pay taxes on such amounts as permitted by the Internal Revenue Service. Payment of dividends is subject to market conditions, our financial condition, including but not limited to, our continued compliance with the provisions of the Restated Credit Agreement, our senior unsecured notes and other factors, and therefore is not assured. In particular, the Restated Credit Agreement and our senior unsecured notes prohibit the payment of dividends during certain events of default.

Regular quarterly dividends paid to our stockholders for the nine months ended September 30, 2022 were $58.7 million, or $1.23 per share. There can be no assurance that we will continue to pay dividends at historical rates, if at all.

Critical Accounting Policies and Estimates

The consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements. Although we have made estimates, judgments and assumptions regarding future uncertainties relating to the information included in our consolidated financial statements, giving due consideration to the accounting policies selected and materiality, actual results could differ from these estimates, judgments and assumptions and such differences could be material.

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 obligations, litigation, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. The information included in our consolidated financial statements that

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is based on estimates, judgments and assumptions is subject to significant change and is adjusted as circumstances change and as the uncertainties become more clearly defined.

Our accounting policies are described in Note 1 in “Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2021. The SEC’s Financial Reporting Release (“FRR”) No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (“FRR 60”), suggests that companies provide additional disclosure on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant judgment and estimates on the part of management in its application. We believe that our most critical accounting policies relate to revenue recognition and deferred rent receivable, direct financing leases, impairment of long-lived assets, environmental remediation obligations, litigation, income taxes, and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed (collectively, our “Critical Accounting Policies”), each of which is discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Environmental Matters

General

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. As the property owner, we may ultimately be responsible for the payment of environmental liabilities 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 is mainly the responsibility of our tenant but in certain cases partially paid for by us) and remediation of any environmental contamination that arises during the term of their tenancy. In addition, for substantially all of our triple-net leases, our tenants are contractually responsible for known environmental contamination that existed at the commencement of the lease and for preexisting unknown environmental contamination that is discovered during the term of the lease.

For the subset of our triple-net leases which cover properties previously leased to Marketing (substantially all of which commenced in 2012), the allocation of responsibility differs from our other triple-net leases as it relates to preexisting known and unknown contamination. Under the terms of our leases covering properties previously leased to Marketing, we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which 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) (a “Lookback Period”). Similarly, for certain properties previously leased to Marketing which we have sold, we have agreed to be responsible for environmental contamination that was known at the time of the sale and for unknown environmental contamination which existed prior to the sale and which is discovered (other than as a result of a voluntary site investigation) within 5 years of the closing (also, a “Lookback Period”). After expiration of the applicable Lookback Period, responsibility for all newly discovered contamination at these properties, even if it relates to periods prior to commencement of the lease or sale, is the contractual responsibility of our tenant or buyer as the case may be.

In the course of UST removals and replacements at certain properties previously leased to Marketing where we retained responsibility for preexisting unknown environmental contamination until expiration of the applicable Lookback Period, environmental

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contamination has been and continues to be discovered. As a result, we developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and 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 anticipated removal and replacement of USTs. Our accrual of this liability represents our estimate of the fair value of the cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience. In arriving at our accrual, we analyzed the ages and expected useful lives of USTs at properties where we would be responsible for preexisting unknown environmental contamination and we projected a cost to closure for remediation of such contamination.

During the nine months ended September 30, 2022, the Lookback Periods for many properties we previously leased to Marketing expired. Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of the Company therefor, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, we removed $17.1 million of unknown reserve liabilities which had previously been accrued for these properties. This resulted in a net credit of $16.6 million being recorded to environmental expense for the nine months ended September 30, 2022.

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $9.4 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of September 30, 2022.

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, 2022, we had accrued a total of $29.2 million for our prospective environmental remediation obligations. This accrual consisted of (a) $10.5 million of known reserve liabilities 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) $18.7 million of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination. As of December 31, 2021, we had accrued a total of $47.6 million for our prospective environmental remediation obligations. This accrual consisted of (a) $11.4 million of known reserve liabilities and (b) $36.2 million of unknown reserve liabilities, which was our estimate of 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, $1.0 million and $1.3 million of net accretion expense was recorded for the nine months ended September 30, 2022 and 2021, respectively, which is included in environmental expenses. In addition, during the nine months ended September 30, 2022 and 2021, we recorded credits to environmental expenses aggregating $17.9 million and $1.2 million, 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.

During the nine months ended September 30, 2022 and 2021, we increased the carrying values of certain of our properties by $1.7 million and $2.1 million, 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.

36

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 was $2.8 million and $3.0 million for the nine months ended September 30, 2022 and 2021. Capitalized asset retirement costs were $37.2 million (consisting of $24.6 million of known environmental liabilities and $12.6 million of reserves for future environmental liabilities related to preexisting unknown contamination) as of September 30, 2022, and $39.7 million (consisting of $24.1 million of known environmental liabilities and $15.6 million of reserves for future environmental liabilities related to preexisting unknown contamination) as of December 31, 2021. We recorded impairment charges aggregating $1.5 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively, for capitalized asset retirement costs.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval. 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 discovery of preexisting unknown environmental liabilities and for new environmental events. The policy had a $50.0 million aggregate limit and was subject to various self-insured retentions and other conditions and limitations. This policy expired in July 2022, although claims made prior to such expiration remain subject to coverage. In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25.0 million in 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 for certain properties which we believe have the greatest risk of significant environmental events.

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.

Environmental Litigation

We are involved in various legal proceedings and claims which arise in the ordinary course of our business. As of September 30, 2022 and December 31, 2021, we had accrued $0.3 million and $1.9 million, respectively for certain of these matters which we believe were appropriate based on information then currently available. 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, and our 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. For additional information with respect to these and other pending environmental lawsuits and claims, see “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2021, and “Part II, Item 1. Legal Proceedings” and Note 4 in “Part I, Item 1. Financial Statements” in this Quarterly Report on Form 10-Q.

37

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk, primarily as a result of the Second Restated Credit Agreement which provides for the Revolving Facility in an aggregate principal amount of $300.0 million. The Second Restated Credit Agreement 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 our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date. We use borrowings under the Second Restated Credit Agreement to finance acquisitions and for general corporate purposes. There were no borrowings outstanding at variable interest rates under the Restated Credit Agreement as of September 30, 2022.

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.

As discussed elsewhere in this report, the COVID-19 pandemic may negatively impact our business and results of operations. As we cannot predict the duration or scope of COVID-19 there is potential for future negative financial impacts to our results that could be material. Our business and results of operations will be, and our financial condition may be, impacted by COVID-19 pandemic and such impact could be materially adverse. See “Part II. Item. 1A. Risk Factors” in this Quarterly Report on Form 10-Q for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or furnished pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of September 30, 2022, at the reasonable assurance level.

Internal Control Over Financial Reporting

During the third quarter of 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

38

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2021, and to Note 4 in “Part I, Item 1. Financial Statements” in this Quarterly Report on Form 10-Q, for information regarding material pending legal proceedings. Except as set forth therein, there have been no new material legal proceedings and no material developments in any of our previously disclosed legal proceedings reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 1A. RISK FACTORS

There have been no material changes to the information previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description of Document	Location of Document
31.1	Certification of Christopher J. Constant, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
31.2	Certification of Brian Dickman, Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith
32.1	Certification of Christopher J. Constant, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith
32.2	Certification of Brian Dickman, Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	NA.
101.SCH	Inline XBRL Taxonomy Extension Schema.	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.	Filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.	Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

39

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.

Date: October 27, 2022

Getty Realty Corp.
By:	/s/ CHRISTOPHER J. CONSTANT
	Christopher J. Constant President and Chief Executive Officer (Principal Executive Officer)
By:	/s/ BRIAN R. DICKMAN
	Brian R. Dickman Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
By:	/s/ EUGENE SHNAYDERMAN
	Eugene Shnayderman Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

40

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher J. Constant, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Getty Realty Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2022

By:	/s/ CHRISTOPHER J. CONSTANT
	Christopher J. Constant
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Brian Dickman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Getty Realty Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2022

By:	/s/ BRIAN R. DICKMAN
	Brian R. Dickman
	Executive Vice President Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

i.the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2022, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

ii.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 27, 2022

By:	/s/ CHRISTOPHER J. CONSTANT
	Christopher J. Constant
	President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

i.the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2022, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

ii.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 27, 2022

By:	/s/ BRIAN R. DICKMAN
	Brian R. Dickman
	Executive Vice President Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 27, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
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		46,734,080
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

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Real estate:
Land	$ 785,881,000	$ 772,088,000
Buildings and improvements	671,100,000	632,074,000
Investment in direct financing leases, net	67,683,000	71,647,000
Construction in progress	726,000	693,000
Real estate held for use	1,525,390,000	1,476,502,000
Less accumulated depreciation and amortization	(230,232,000)	(209,040,000)
Real estate held for use, net	1,295,158,000	1,267,462,000
Real estate held for sale, net	164,000	3,621,000
Real estate, net	1,295,322,000	1,271,083,000
Notes and mortgages receivable	25,447,000	14,699,000
Cash and cash equivalents	11,449,000	24,738,000
Restricted cash	1,669,000	1,723,000
Deferred rent receivable	49,378,000	46,933,000
Accounts receivable	4,357,000	3,538,000
Right-of-use assets - operating	18,848,000	21,092,000
Right-of-use assets - finance	302,000	379,000
Prepaid expenses and other assets, net	82,495,000	82,763,000
Total assets	1,489,267,000	1,466,948,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Borrowings under credit agreement		60,000,000
Senior unsecured notes, net	623,435,000	523,850,000
Environmental remediation obligations	29,217,000	47,597,000
Dividends payable	19,619,000	19,467,000
Lease liability - operating	20,654,000	22,980,000
Lease liability - finance	1,650,000	2,005,000
Accounts payable and accrued liabilities	42,765,000	45,941,000
Total liabilities	737,340,000	721,840,000
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; 46,733,539 and 46,715,734 shares issued and outstanding, respectively	467,000	467,000
Additional paid-in capital	821,153,000	818,209,000
Dividends paid in excess of earnings	(69,693,000)	(73,568,000)
Total stockholders’ equity	751,927,000	745,108,000
Total liabilities and stockholders’ equity	$ 1,489,267,000	$ 1,466,948,000

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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	46,733,539	46,715,734
Common stock, shares outstanding	46,733,539	46,715,734

XML

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Revenues from rental properties	$ 41,533,000	$ 39,667,000	$ 121,330,000	$ 114,881,000
Interest on notes and mortgages receivable	433,000	429,000	1,135,000	1,173,000
Total revenues	41,966,000	40,096,000	122,465,000	116,054,000
Operating expenses:
Property costs	5,719,000	6,540,000	15,669,000	17,376,000
Impairments	798,000	1,198,000	2,227,000	2,730,000
Environmental	632,000	(757,000)	(15,419,000)	1,347,000
General and administrative	5,024,000	4,741,000	15,412,000	15,305,000
Depreciation and amortization	9,962,000	8,895,000	29,514,000	25,980,000
Total operating expenses	22,135,000	22,131,000	47,403,000	62,738,000
Gain on dispositions of real estate	344,000	2,072,000	7,646,000	9,550,000
Operating income	20,175,000	20,037,000	82,708,000	62,866,000
Other income, net	33,000	154,000	373,000	426,000
Interest expense	(6,906,000)	(6,180,000)	(20,350,000)	(18,464,000)
Net earnings	$ 13,302,000	$ 14,011,000	$ 62,731,000	$ 44,828,000
Basic earnings per common share:
Net earnings	$ 0.27	$ 0.30	$ 1.31	$ 0.98
Diluted earnings per common share:
Net earnings	$ 0.27	$ 0.30	$ 1.31	$ 0.98
Weighted average common shares outstanding:
Basic	46,734	44,955	46,729	44,425
Diluted	46,779	45,025	46,767	44,445

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 62,731,000	$ 44,828,000
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization expense	29,514,000	25,980,000
Impairment charges	2,227,000	2,730,000
Gain on dispositions of real estate	(7,646,000)	(9,550,000)
Deferred rent receivable	(2,445,000)	(2,158,000)
Amortization of above-market and below-market leases	13,000	(69,000)
Amortization of investment in direct financing leases	3,964,000	3,576,000
Amortization of debt issuance costs	706,000	778,000
Accretion expense	1,037,000	1,270,000
Stock-based compensation	3,543,000	2,974,000
Changes in assets and liabilities:
Accounts receivable	(876,000)	(700,000)
Prepaid expenses and other assets	(1,148,000)	(700,000)
Environmental remediation obligations	(21,086,000)	(4,549,000)
Accounts payable and accrued liabilities	(2,663,000)	(5,722,000)
Net cash flow provided by operating activities	67,871,000	58,688,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions	(63,288,000)	(126,645,000)
Capital expenditures		(271,000)
Addition to construction in progress	(49,000)	(188,000)
Proceeds from dispositions of real estate	11,610,000	11,059,000
Deposits for property acquisitions		3,298,000
Issuance of notes and mortgages receivable	(10,357,000)	(12,275,000)
Collection of notes and mortgages receivable	1,165,000	5,359,000
Net cash flow used in investing activities	(60,919,000)	(119,663,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreement	20,000,000	70,000,000
Repayments under credit agreement	(80,000,000)	(52,500,000)
Proceeds from senior unsecured notes	100,000,000
Payment of debt issuance costs	(587,000)
Payment of finance lease obligations	(355,000)	(507,000)
Security deposits refunded	(50,000)	440,000
Payments of cash dividends	(58,660,000)	(52,748,000)
Payments in settlement of restricted stock units	(496,000)	(728,000)
Net cash flow provided by (used in) financing activities	(20,295,000)	12,965,000
Change in cash, cash equivalents and restricted cash	(13,343,000)	(48,010,000)
Cash, cash equivalents and restricted cash at beginning of period	26,461,000	57,054,000
Cash, cash equivalents and restricted cash at end of period	13,118,000	9,044,000
Supplemental disclosures of cash flow information Cash paid during the period for:
Interest	19,536,000	17,729,000
Income taxes	653,000	399,000
Environmental remediation obligations	3,159,000	3,299,000
Non-cash transactions:
Dividends declared but not yet paid	19,619,000	18,043,000
Issuance of notes and mortgages receivable related to property dispositions	1,050,000
ATM Program [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net	$ (147,000)	$ 49,008,000

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Description of Business

9 Months Ended

Sep. 30, 2022

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, 2022, our portfolio included 1,021 properties located in 38 states and Washington, D.C., and our tenants operated under a variety of national and regional retail brands. Our company is headquartered in New York, New York and is internally managed by our management team, which has extensive experience acquiring, owning and managing convenience, automotive and other single tenant retail real estate.

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Accounting Policies

9 Months Ended

Sep. 30, 2022

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, 2021.

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 (“ASU 2016-13”). The accounting standard became effective for us and was adopted on January 1, 2020. 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. As of December 31, 2021, we had recorded an allowance for credit losses of $826,000 on our net investments in direct financing leases.

We review our direct financing leases each reporting period to determine whether there were any indicators that the value of our net investments in direct financing leases may be impaired and adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. When determining a possible impairment, we take into consideration the collectability of direct financing lease receivables for which a reserve would be required. In addition, we determine whether there has been a permanent decline in the current estimate of the residual value of the property. There were no indicators for impairments of any of our direct financing leases during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe that it is probable that the disposition will occur. 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. The ASU 2016-13 became effective for us and was adopted on January 1, 2020. We estimated our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to our notes and mortgages portfolio over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We applied the WARM method for our notes and mortgages portfolio, which share similar risk characteristics. Application of the WARM method to estimate a credit loss reserve requires significant judgment, including (i) the historical loan loss reference data, (ii) the expected timing and amount of loan repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we used our historical loan performance since the launch of our loan origination business in 2013. As of December 31, 2021, we had recorded an allowance for credit losses of $297,000 on these notes and mortgages receivable. There were no indicators for impairments related to our notes and mortgages receivable during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

We also originate construction loans for the construction of income-producing properties which we expect to purchase via sale-leaseback transactions at the end of the construction period. During the nine months ended September 30, 2022, we funded $10,864,000,

including accrued interest, and, as of September 30, 2022, had outstanding $16,569,000 of such construction loans, including accrued interest. Our construction loans generally provide for funding only during the construction period, which is typically nine to twelve 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 novel coronavirus (“COVID-19”) pandemic, and other facts and circumstances related to the applicable tenants. In addition, with respect to tenants in bankruptcy, we estimate the probable recovery through bankruptcy claims. If a tenant’s accounts receivable balance is considered uncollectable, we will write off the related receivable balances and cease to recognize lease income, including straight-line rent unless cash is received. If the collectability assessment subsequently changes to probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date, is recognized as a current-period adjustment to revenues from rental properties. Our reported net earnings are directly affected by our estimate of the collectability of our accounts receivable.

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. There were no outstanding balances for lease concessions provided as a result of COVID-19 as of September 30, 2022.

The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. 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 $798,000 and $2,227,000 for the three and nine months ended September 30, 2022 and $1,198,000 and $2,730,000 for the three and nine months ended September 30, 2021. Our estimated fair values, as they relate to property carrying values, were primarily based upon 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 $695,000 of impairments recognized during the nine months ended September 30, 2022). The remaining $1,532,000 of impairments recognized during the nine months ended September 30, 2022, was due to the accumulation of asset retirement costs at certain properties as a result of changes in estimates associated with our estimated environmental liabilities, which increased the carrying values of these properties in excess of their fair values. For the nine months ended September 30, 2022 and 2021, impairment charges aggregating $842,000 and $670,000, 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. For additional information regarding environmental obligations, see Note 6 – Environmental 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 2019, 2020 and 2021, and tax returns which will be filed for the year ended 2022, 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.

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Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

NOTE 3. — LEASES

As Lessor

As of September 30, 2022, our portfolio included 1,021 properties of which we owned 978 properties and leased 43 properties from third-party landlords. These 1,021 properties are located in 38 states across the United States and Washington, D.C. Substantially all of our properties are leased on a triple-net basis to convenience store retailers, petroleum distributors, car wash operators and other automotive-related and retail tenants. Our tenants either operate their businesses at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties who operate the businesses. Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced. For additional information regarding environmental obligations, see Note 6 – Environmental Obligations.

A significant portion of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products and/or the sale of automotive services and parts. As a result, our tenants’ financial results can be dependent on the performance of the convenience retail, petroleum marketing, and automobile maintenance industries, each of which are highly competitive and can be subject to variability. During the terms of our leases, we monitor the credit quality of our triple-net lease tenants by reviewing their published credit rating, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements which are delivered to us pursuant to applicable lease agreements, monitoring news reports regarding our tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.

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

Revenues from rental properties were $41,533,000 and $121,330,000 for the three and nine months ended September 30, 2022 and $39,667,000 and $114,881,000 for the three and nine months ended September 30, 2021, respectively. Rental income contractually due from our tenants included in revenues from rental properties was $37,396,000 and $110,995,000 for the three and nine months ended September 30, 2022 and $34,852,000 and $102,756,000 for the three and nine months ended September 30, 2021, respectively.

In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include (i) non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, (ii) the net amortization of above-market and below-market leases, (iii) rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties and (iv) the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in revenues from rental properties resulted in a reduction in revenue of $505,000 and $1,530,000 for the three and nine months ended September 30, 2022 respectively, and $594,000 and $1,320,000 for the three and nine months ended September 30, 2021, respectively.

Tenant reimbursements, which are included in revenues from rental properties and which consist of real estate taxes and other municipal charges paid by us and reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $4,642,000 and $11,865,000 for the three and nine months ended September 30, 2022, respectively, as compared to $5,409,000 and $13,445,000 for the three and nine months ended September 30, 2021, respectively.

The components of the $67,683,000 investment in direct financing leases as of September 30, 2022, are lease payments receivable of $88,662,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $34,081,000 and allowance for credit losses of $826,000. The components of the $71,647,000 investment in direct financing leases as of December 31, 2021, are lease payments receivable of $98,539,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $39,994,000 and allowance for credit losses of $826,000.

As of September 30, 2022, 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
2022	$	34,027	$	3,325
2023		135,975		13,237
2024		134,061		13,380
2025		133,829		13,412
2026		122,037		10,386
Thereafter		710,253		34,922
Total	$	1,270,182	$	88,662

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 liabilities 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. When available, we use the rate implicit in the lease to discount lease payments to present value; however, our current leases did not provide a readily determinable implicit rate. Therefore, we estimated our incremental borrowing rate to discount the lease payments based on information available and considered factors such as interest rates available to us on a fully collateralized basis and terms of the leases. ASU 2016-02 did not have a material impact on our consolidated balance sheets or on our consolidated statements of operations. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.

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

	September 30, 2022
Assets
Right-of-use assets - operating	$	18,848
Right-of-use assets - finance		302
Total lease assets	$	19,150
Liabilities
Lease liability - operating	$	20,654
Lease liability - finance		1,650
Total lease liabilities	$	22,304

The following presents the weighted average lease terms and discount rates of our leases:

Weighted-average remaining lease term (years)
Operating leases	7.5
Finance leases	6.0
Weighted-average discount rate
Operating leases (a)		4.70	%
Finance leases		16.70	%

(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, 2022		Nine Months Ended September 30, 2022
Operating lease cost	$	905	$	2,756
Finance lease cost
Amortization of leased assets		125		355
Interest on lease liabilities		85		273
Short-term lease cost		-		-
Total lease cost	$	1,115	$	3,384

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

	Three months ended September 30, 2022		Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	949	$	2,839
Operating cash flows for finance leases		85		273
Financing cash flows for finance leases	$	125	$	355

As of September 30, 2022, scheduled lease liabilities mature as follows (in thousands):

	Operating  Leases			Direct Financing Leases
2022	$	936		$	671
2023		3,638			512
2024		3,492			408
2025		3,115			336
2026		3,283			235
Thereafter		11,154			300
Total lease payments		25,618			2,462
Less: amount representing interest		(4,964	)		(812	)
Present value of lease payments	$	20,654		$	1,650

Major Tenants

As of September 30, 2022, we had three significant tenants by revenue:

•We leased 150 properties in three separate unitary leases and two stand-alone leases to subsidiaries of Global Partners LP (NYSE: GLP) (“Global”). In the aggregate, our leases with subsidiaries of Global represented 16% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively. All of our unitary leases with subsidiaries of Global are guaranteed by the parent company.

•We leased 128 properties in four separate unitary leases to subsidiaries of ARKO Corp. (NASDAQ: ARKO) (“Arko”). In the aggregate, our leases with subsidiaries of Arko represented 14% and 15% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively. All of our unitary leases with subsidiaries of Arko are guaranteed by the parent company.

•We leased 78 properties pursuant to three separate unitary leases and one stand-alone lease to Apro, LLC (d/b/a “United Oil”). In the aggregate, our leases with United Oil represented 11% of our total revenues for the nine months ended September 30, 2022 and 2021, respectively.

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, 2022, 332 of the properties we own or lease were previously leased to Marketing, of which 303 properties are subject to long-term triple-net leases with petroleum distributors across 12 separate portfolios and 24 properties are leased as single unit triple-net leases (an additional two properties are under redevelopment and three are vacant). The portfolio leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years. 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, 2022, we have a remaining commitment to fund up to $6,559,000 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, 2022, we have 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 $947,000 (net of accumulated amortization of $2,058,000) is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

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, 2022 and December 31, 2021, we had accrued $285,000 and $1,925,000, 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, and our methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) litigations in the states of Pennsylvania and Maryland, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

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

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, the EPA conditionally approved the CPG’s IR/FS for the upper 9-miles of the LPRSA, which recognizes that interim actions and adaptive

management may be appropriate before deciding a final remedy. The EPA published the Proposed Plan for the upper 9-mile IR/FS for public comment and subsequently issued a Record of Decision (“ROD”) for the upper 9-mile IR/FS (“Upper 9-mile IR ROD”). There is currently no mechanism in place requiring any parties to implement the Upper 9-mile IR ROD.

In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the LPRSA have proceeded as follows. 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 future 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 the EPA’s criteria for a cash out settlement. 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 process has concluded leading to an agreement in principle between the EPA and certain of the allocation proceeding participants, including us, concerning a cash-out settlement for the entire 17-mile stretch of the Lower Passaic River and its tributaries, which is subject to negotiation and court approval and entry of a consent decree.

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 (“Occidental lawsuit”). 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.

Based on currently known facts and circumstances, including, among other factors, the agreement in principle with the EPA noted above, anticipated allocations, our belief that there was not any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and because there are numerous other parties who will likely bear the costs of remediation and/or damages, we do not believe that resolution of this matter as relates us is reasonably likely to have a material impact on our results of operations. Nevertheless, in the event the agreement in principle is not approved by the Court, and/or there are one or more adverse determinations related to this matter, performance of the EPA’s selected remedies for the LPRSA may be subject to future negotiation, potential enforcement proceedings and/or possible litigation; hence our ultimate liability in the pending and possible future proceedings pertaining to the LPRSA remains uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known. For these reasons, we are unable to estimate a possible loss or range of loss in excess of the amount we have accrued for the Lower Passaic River proceedings as of the date of this

Quarterly Report on Form 10-Q, and it is therefore possible that losses related to the Lower Passaic River proceedings could exceed the amounts accrued as of the date hereof, which could cause a material adverse effect on our results of operations.

MTBE Litigation – State of Pennsylvania

On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County relating to alleged statewide MTBE contamination in Pennsylvania. The named plaintiff is the State, by and through (then) Pennsylvania Attorney General Kathleen G. Kane (as Trustee of the waters of the State), the Pennsylvania Insurance Department (which governs and administers the Underground Storage Tank Indemnification Fund), the Pennsylvania Department of Environmental Protection (vested with the authority to protect the environment) and the Pennsylvania Underground Storage Tank Indemnification Fund. The complaint names us and more than 50 other petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE who are alleged to have distributed, stored and sold MTBE gasoline in Pennsylvania. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and act in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; 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 against the defendants. We joined with other defendants in the filing of a motion to dismiss the claims against us, which was granted in part and denied in part. We are vigorously defending the claims made against us. Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

MTBE Litigation – State of Maryland

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

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Debt

9 Months Ended

Sep. 30, 2022

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, 2022			December 31, 2021
Unsecured Revolving Credit Facility	October 2025		—		$	—		$	60,000
Series B Notes	June 2023		5.35	%		75,000			75,000
Series C Notes	February 2025		4.75	%		50,000			50,000
Series D-E Notes	June 2028		5.47	%		100,000			100,000
Series F-H Notes	September 2029		3.52	%		125,000			125,000
Series I-K Notes	November 2030		3.43	%		175,000			175,000
Series L-N Notes	February 2032		3.45	%		100,000			—
Total debt						625,000			585,000
Unamortized debt issuance costs, net (a)						(3,761	)		(3,880	)
Total debt, net					$	621,239		$	581,120

(a)Unamortized debt issuance costs related to the Revolving Facility were $2,196 and $2,730 as of September 30, 2022 and December 31, 2021, respectively, and 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 to March 2022, (c) extended the maturity date of the Term Loan from June 2020 to March 2023 and (d) amended certain financial covenants and provisions.

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 (“Prudential”) and certain of its affiliates and (b) a note purchase and guarantee agreement with the Metropolitan Life Insurance Company (“MetLife”) and certain of its affiliates; and (ii) permit borrowings under each of the Revolving Facility and the Term Loan at three different interest rates, including a rate based on the LIBOR Daily Floating Rate (as defined in the First Amendment) plus the Applicable Rate (as defined in the First Amendment) for such facility.

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 October 27, 2021, we entered into second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”) amending and restating our Restated Credit Agreement. Pursuant to the Second Restated Credit Agreement, we (i) extended the maturity date of the Revolving Facility from March 2022 to October 2025, (ii) reduced the interest rate for borrowings under the Revolving Facility and (iii) amended certain financial covenants and other provisions.

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

The Revolving Facility matures October 27, 2025, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default under the Second Restated Credit Agreement and our compliance with certain conditions, including the payment of extension fees to the Lenders under the Revolving Facility and that no default or event of default shall have occurred and be continuing under the terms of the Revolving Facility.

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 our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The Revolving Facility includes customary LIBOR transition language that addresses the succession of LIBOR at a future date.

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

The Second Restated Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Second Restated Credit Agreement contains customary events of default, including cross default provisions with respect to our existing senior unsecured notes. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of our indebtedness under the Second Restated Credit Agreement and could also give rise to an event of default and the acceleration of our existing senior unsecured notes.

Senior Unsecured Notes

On February 22, 2022, we entered into a sixth amended and restated note purchase and guarantee agreement (the “Sixth Amended and Restated Prudential Agreement”) with Prudential and certain of its affiliates amending and restating our existing fifth amended and restated note purchase and guarantee agreement with Prudential (the “Fifth Amended and Restated Prudential Agreement”). Pursuant to the Sixth Amended and Restated Prudential Agreement, we will issue $80,000,000 of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential on January 20, 2023 and use a portion of the proceeds to repay in full the $75,000,000 of 5.35% Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under the Fifth Amended and Restated Prudential Agreement. The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential

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

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated AIG Agreement”) with American General Life Insurance Company (“AIG”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”). Pursuant to the Second Amended and Restated AIG Agreement, we issued $55,000,000 of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding under the First Amended and Restated AIG Agreement, including (i) $50,000,000 of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50,000,000 of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

On February 22, 2022, we entered into a second amended and restated note purchase and guarantee agreement (the “Second Amended and Restated MassMutual Agreement”) with Massachusetts Mutual Life Insurance Company (“MassMutual”) and certain of its affiliates amending and restating our existing first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”). Pursuant to the Second Amended and Restated MassMutual Agreement, we issued $20,000,000 of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) to MassMutual and will issue $20,000,000 of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual on January 20, 2023. The other senior unsecured notes outstanding under the First Amended and Restated MassMutual Agreement, including (i) $25,000,000 of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25,000,000 of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

On February 22, 2022, we entered into a note purchase and guarantee agreement (the “New York Life Agreement”) with New York Life Insurance Company (“New York Life”) and certain of its affiliates. Pursuant to the New York Life Agreement, we issued $25,000,000 of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) to New York Life and will issue $25,000,000 of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life on January 20, 2023.

On June 21, 2018, we entered into a note purchase and guarantee agreement (the “MetLife Agreement”) with MetLife and certain of its affiliates. Pursuant to the MetLife Agreement, we issued $50,000,000 of 5.47% Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes”).

The funded and outstanding Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes and Series N Notes are collectively referred to as the “senior unsecured notes.”

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, 2022, we are in compliance with all of the material terms of the Restated Credit Agreement and our senior unsecured notes, including the various financial covenants described herein.

Debt Maturities

As of September 30, 2022, scheduled debt maturities, including balloon payments, are as follows (in thousands):

	Revolving Facility		Senior Unsecured Notes		Total
2022	$	—	$	—	$	—
2023 (a)		—		75,000		75,000
2024		—		—		—
2025 (b)		—		50,000		50,000
2026		—		—		—
Thereafter		—		500,000		500,000
Total	$	—	$	625,000	$	625,000

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

(b)The Revolving Facility matures in October 2025. Subject to the terms of the Second Restated Credit Agreement and our continued compliance with its provisions, we have the option to extend the term of the Revolving Facility for two six month periods to October 2026.

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Environmental Obligations

9 Months Ended

Sep. 30, 2022

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. As the property owner, we may ultimately be responsible for the payment of environmental liabilities 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 is mainly the responsibility of our tenant, but in certain cases partially paid for by us) and remediation of any environmental contamination that arises during the term of their tenancy. In addition, for substantially all of our triple-net leases, our tenants are contractually responsible for known environmental contamination that existed at the commencement of the lease and for preexisting unknown environmental contamination that is discovered during the term of the lease.

For the subset of our triple-net leases which cover properties previously leased to Marketing (substantially all of which commenced in 2012), the allocation of responsibility differs from our other triple-net leases as it relates to preexisting known and unknown contamination. Under the terms of our leases covering properties previously leased to Marketing, we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which 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) (a “Lookback Period”). Similarly, for certain properties previously leased to Marketing which we have sold, we have agreed to be responsible for environmental contamination that was known at the time of the sale and for unknown environmental contamination which existed prior to the sale and which is discovered (other than

as a result of a voluntary site investigation) within 5 years of the closing (also, a “Lookback Period”). After expiration of the applicable Lookback Period, responsibility for all newly discovered contamination at these properties, even if it relates to periods prior to commencement of the lease or sale, is the contractual responsibility of our tenant or buyer, as the case may be.

In the course of UST removals and replacements at certain properties previously leased to Marketing where we retained responsibility for preexisting unknown environmental contamination until expiration of the applicable Lookback Period, environmental contamination has been and continues to be discovered. As a result, we developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and 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 anticipated removal and replacement of USTs. Our accrual of this liability represents our estimate of the fair value of the cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience. In arriving at our accrual, we analyzed the ages and expected useful lives of USTs at properties where we would be responsible for preexisting unknown environmental contamination and we projected a cost to closure for remediation of such contamination.

During the nine months ended September 30, 2022, the Lookback Periods for many properties we previously leased to Marketing expired. Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of the Company therefor, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, we removed $17,131,000 of unknown reserve liabilities which had previously been accrued for these properties. This resulted in a net credit of $16,617,000 being recorded to environmental expense for the nine months ended September 30, 2022.

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $9,400,000 of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of September 30, 2022.

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, 2022, we had accrued a total of $29,217,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $10,539,000 of known reserve liabilities 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) $18,678,000 of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination. As of December 31, 2021, we had accrued a total of $47,597,000 for our prospective environmental remediation obligations. This accrual consisted of (a) $11,382,000 of known reserve liabilities and (b) $36,215,000 of unknown reserve liabilities.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $1,037,000 and $1,270,000 of net accretion expense was recorded for the nine months ended September 30, 2022 and 2021, respectively, which is included in environmental expenses. In addition, during the nine months ended September 30, 2022 and 2021, we recorded credits to environmental expenses aggregating $17,927,000 and $1,250,000, 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, 2022 and 2021, changes in environmental estimates aggregating, $1,816,000 and $126,000, respectively, were related to properties that were previously disposed of by us.

During the nine months ended September 30, 2022 and 2021, we increased the carrying values of certain of our properties by $1,714,000 and $2,060,000, 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, 2022 and 2021 was $2,808,000 and $2,982,000, respectively. Capitalized asset retirement costs were $37,245,000 (consisting of $24,594,000 of known environmental liabilities and $12,651,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of September 30, 2022, and $39,670,000 (consisting of $24,075,000 of known environmental liabilities and $15,595,000 of reserves for future environmental liabilities related to preexisting unknown contamination) as of December 31, 2021. We recorded impairment charges aggregating $1,532,000 and $2,321,000 for the nine months ended September 30, 2022 and 2021, respectively, for capitalized asset retirement costs.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval. 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 discovery of preexisting unknown environmental liabilities and for new environmental events. The policy had a $50,000,000 aggregate limit and was subject to various self-insured retentions and other conditions and limitations. This policy expired in July 2022, although claims made prior to such expiration remain subject to coverage. In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25,000,000 in 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 for certain properties which we believe have the greatest risk of significant environmental events.

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.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2022

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, 2022 and 2021 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, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067
Net earnings									13,302			13,302
Dividends declared — $0.41 per share									(19,619	)		(19,619	)
Shares issued pursuant to ATM Program, net		—		—		(64	)		—			(64	)
Shares issued pursuant to dividend reinvestment		1		—		14			—			14
Stock-based compensation/settlements		—		—		1,227			—			1,227
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927
BALANCE, DECEMBER 31, 2021		46,716	$	467	$	818,209		$	(73,568	)	$	745,108
Net earnings									62,731			62,731
Dividends declared — $1.23 per share									(58,856	)		(58,856	)
Shares issued pursuant to ATM Program, net		—		—		(147	)		—			(147	)
Shares issued pursuant to dividend reinvestment		2		—		44			—			44
Stock-based compensation/settlements		16		—		3,047			—			3,047
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927

	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

On March 1, 2022, our Board of Directors granted 238,850 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2021, our Board of Directors granted 192,550 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

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 an 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 our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. 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. The use of a forward sale agreement allows us to lock in a share price on the sale of shares at the time the forward sales agreement becomes effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sale agreements, we consider the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. We also consider the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement.

ATM Direct Issuances

During the three and nine months ended September 30, 2022, no shares of common stock were issued under the ATM Program. During the three and nine months ended September 30, 2021, we issued a total of 636,000 and 1,688,000 shares of common stock and received net proceeds of $19,430,000 and $49,008,000 under the ATM Program and the 2018 ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Sale Agreements

During the three and nine months ended September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 714,136 shares of common stock at an average gross offering price of $30.22 per share. No shares were settled during the three and nine months ended September 30, 2022. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions. During the three and nine months ended September 30, 2021, the Company did not enter into any forward sale agreements under the ATM Program.

Dividends

For the nine months ended September 30, 2022, we paid regular quarterly dividends of $58,704,000 or $1.23 per share. For the nine months ended September 30, 2021, we paid regular quarterly dividends of $52,807,000 or $1.17 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, 2022 and 2021, we issued 1,512 and 1,996 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $44,000 and $59,000, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $3,543,000 and $2,974,000 for the nine months ended September 30, 2022 and 2021, respectively, and is included in general and administrative expense in our consolidated statements of operations.

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Earnings Per Common Share

9 Months Ended

Sep. 30, 2022

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):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Net earnings	$	13,302		$	14,011		$	62,731		$	44,828
Less earnings attributable to RSUs outstanding		(458	)		(361	)		(1,465	)		(1,082	)
Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation		12,844			13,650			61,266			43,746
Weighted average common shares outstanding:
Basic		46,734			44,955			46,729			44,425
Incremental shares from stock-based compensation		45			70			38			20
Diluted		46,779			45,025			46,767			44,445
Basic earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98
Diluted earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98

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Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. — FAIR VALUE MEASUREMENTS

Debt Instruments

As of September 30, 2022 and December 31, 2021, the carrying value of the borrowings under the Restated Credit Agreement approximated fair value. As of September 30, 2022 and December 31, 2021, the fair value of the borrowings under our senior unsecured notes was $535,200,000 and $561,600,000, respectively. The fair value of the borrowings outstanding as of September 30, 2022 and December 31, 2021 was determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, risk profile and borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy.

Supplemental Retirement Plan

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, 2022, 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	$	1,108	$	—	$	—	$	1,108
Liabilities:
Deferred compensation	$	—	$	1,108	$	—	$	1,108

The following summarizes as of December 31, 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	$	1,168	$	—	$	—	$	1,168
Liabilities:
Deferred compensation	$	—	$	1,168	$	—	$	1,168

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, 2022 and December 31, 2021, of $705,000 and $1,102,000, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

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Assets Held For Sale

9 Months Ended

Sep. 30, 2022

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, 2022, one property met the criteria to be classified as held for sale.

Real estate held for sale consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands):

	September 30, 2022			December 31, 2021
Land	$	104		$	2,949
Buildings and improvements		162			2,247
		266			5,196
Accumulated depreciation and amortization		(102	)		(1,575	)
Real estate held for sale, net	$	164		$	3,621

During the nine months ended September 30, 2022, we sold 19 properties, resulting in an aggregate gain of $7,508,000, which is included in gains on dispositions of real estate in our consolidated statements of operations. In addition, during the nine months ended September 30, 2022, we received funds from one partial property condemnation resulting in a gain of $138,000, which is included in gains on dispositions of real estate in our consolidated statements of operations.

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Property Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Property Acquisitions

NOTE 11. — PROPERTY ACQUISITIONS

During the nine months ended September 30, 2022, we acquired fee simple interests in 16 properties for an aggregate purchase price of $63,288,000.

In April 2022, we acquired fee simple interests in eight car wash properties for an aggregate purchase price of $36,387,000 and entered into a unitary lease at the closing of the transaction. We funded the transaction with available cash. The unitary lease provides for an initial term of 15 years, with five five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. The properties are located in the Austin (TX) metropolitan area. We accounted for the transaction as an asset acquisition. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $6,219,000 of the purchase price to land, $27,803,000 to buildings and improvements, $2,980,000 to in-place leases, $403,000 to above-market leases and $1,018,000 to below-market leases which is accounted for as a deferred liability.

In addition, during the nine months ended September 30, 2022, we acquired fee simple interests in three convenience stores and five car wash properties in multiple transactions for an aggregate purchase price of $26,901,000. We accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $8,982,000 of the purchase price to land, $15,737,000 to buildings and improvements and $2,182,000 to in-place leases.

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 transaction. We funded the transaction with available cash and funds available under our Revolving Facility. The unitary lease provides for an initial term of 15 years, with four five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually beginning in year three of the initial term and each year of the renewal terms of the lease. The properties are located in the Raleigh (NC) metropolitan area and other metropolitan areas in Alabama, Arkansas, Mississippi and South Carolina. We accounted for the transaction as an asset acquisition. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $20,542,000 of the purchase price to land, $12,785,000 to buildings and improvements, $2,893,000 to in-place leases and $1,095,000 to below-market leases which is accounted for as a deferred liability.

In May 2021, we acquired fee simple interests in 46 oil change centers subject to individual leases for an aggregate purchase price of $31,018,000. We funded the transaction with available cash and funds available under our Revolving Facility. The leases had approximately 11.5 years of initial term remaining as of the date of acquisition and include three five-year renewal options. The leases require our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase every five years during the initial and renewal terms of the lease. The properties are located throughout Ohio and Michigan. We

accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $4,551,000 of the purchase price to land, $22,539,000 to buildings and improvements, $3,120,000 to in-place leases, $2,224,000 to above-market leases, and $1,416,000 to below-market leases which is accounted for as a deferred liability.

On multiple dates in March, April, May, July and September 2021, we acquired fee simple interests in a total of nine car wash properties for an aggregate purchase price of $31,427,000 and entered into a single unitary lease at the closing of the transactions. We funded the transactions with available cash and funds available under our Revolving Facility. The unitary lease provides for an initial term of 15 years, with five five-year renewal options. The unitary lease requires our tenant to pay a fixed annual rent plus all amounts pertaining to the properties, including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is scheduled to increase annually during the initial and renewal terms of the lease. The properties are located in the Cincinnati (OH), Lansing (MI) and Lexington (KY) metropolitan areas. We accounted for the transactions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $5,704,000 of the purchase price to land, $23,094,000 to buildings and improvements, and $2,629,000 to in-place leases.

In addition, during the nine months ended September 30, 2021, we acquired fee simple interests in five individual car wash properties, one convenience store and gasoline station property, and one tire service center for an aggregate purchase price of $29,074,000. We accounted for the acquisitions as asset acquisitions. We estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant.” Based on these estimates, we allocated $7,862,000 of the purchase price to land, $18,379,000 to buildings and improvements and $2,227,000 to in-place leases and $606,000 to above-market leases.

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Subsequent Events

9 Months Ended

Sep. 30, 2022

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, 2022, for recognition or disclosure purposes. Based on this evaluation, there were no significant subsequent events from September 30, 2022, through the date the financial statements were issued.

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Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

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, 2021.

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 (“ASU 2016-13”). The accounting standard became effective for us and was adopted on January 1, 2020. 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. As of December 31, 2021, we had recorded an allowance for credit losses of $826,000 on our net investments in direct financing leases.

We review our direct financing leases each reporting period to determine whether there were any indicators that the value of our net investments in direct financing leases may be impaired and adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. When determining a possible impairment, we take into consideration the collectability of direct financing lease receivables for which a reserve would be required. In addition, we determine whether there has been a permanent decline in the current estimate of the residual value of the property. There were no indicators for impairments of any of our direct financing leases during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe that it is probable that the disposition will occur. 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. The ASU 2016-13 became effective for us and was adopted on January 1, 2020. We estimated our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to our notes and mortgages portfolio over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We applied the WARM method for our notes and mortgages portfolio, which share similar risk characteristics. Application of the WARM method to estimate a credit loss reserve requires significant judgment, including (i) the historical loan loss reference data, (ii) the expected timing and amount of loan repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we used our historical loan performance since the launch of our loan origination business in 2013. As of December 31, 2021, we had recorded an allowance for credit losses of $297,000 on these notes and mortgages receivable. There were no indicators for impairments related to our notes and mortgages receivable during the three and nine months ended September 30, 2022 and 2021. For the three and nine months ended September 30, 2022, we did not record any additional allowance for credit losses.

We also originate construction loans for the construction of income-producing properties which we expect to purchase via sale-leaseback transactions at the end of the construction period. During the nine months ended September 30, 2022, we funded $10,864,000,

including accrued interest, and, as of September 30, 2022, had outstanding $16,569,000 of such construction loans, including accrued interest. Our construction loans generally provide for funding only during the construction period, which is typically nine to twelve 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 novel coronavirus (“COVID-19”) pandemic, and other facts and circumstances related to the applicable tenants. In addition, with respect to tenants in bankruptcy, we estimate the probable recovery through bankruptcy claims. If a tenant’s accounts receivable balance is considered uncollectable, we will write off the related receivable balances and cease to recognize lease income, including straight-line rent unless cash is received. If the collectability assessment subsequently changes to probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date, is recognized as a current-period adjustment to revenues from rental properties. Our reported net earnings are directly affected by our estimate of the collectability of our accounts receivable.

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. There were no outstanding balances for lease concessions provided as a result of COVID-19 as of September 30, 2022.

The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. 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 $798,000 and $2,227,000 for the three and nine months ended September 30, 2022 and $1,198,000 and $2,730,000 for the three and nine months ended September 30, 2021. Our estimated fair values, as they relate to property carrying values, were primarily based upon 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 $695,000 of impairments recognized during the nine months ended September 30, 2022). The remaining $1,532,000 of impairments recognized during the nine months ended September 30, 2022, was due to the accumulation of asset retirement costs at certain properties as a result of changes in estimates associated with our estimated environmental liabilities, which increased the carrying values of these properties in excess of their fair values. For the nine months ended September 30, 2022 and 2021, impairment charges aggregating $842,000 and $670,000, 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. For additional information regarding environmental obligations, see Note 6 – Environmental 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 2019, 2020 and 2021, and tax returns which will be filed for the year ended 2022, 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.

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Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Future Contractual Annual Rentals Receivable

As of September 30, 2022, 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
2022	$	34,027	$	3,325
2023		135,975		13,237
2024		134,061		13,380
2025		133,829		13,412
2026		122,037		10,386
Thereafter		710,253		34,922
Total	$	1,270,182	$	88,662

Schedule of Lease-related Assets and Liabilities

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

	September 30, 2022
Assets
Right-of-use assets - operating	$	18,848
Right-of-use assets - finance		302
Total lease assets	$	19,150
Liabilities
Lease liability - operating	$	20,654
Lease liability - finance		1,650
Total lease liabilities	$	22,304

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	7.5
Finance leases	6.0
Weighted-average discount rate
Operating leases (a)		4.70	%
Finance leases		16.70	%

(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, 2022		Nine Months Ended September 30, 2022
Operating lease cost	$	905	$	2,756
Finance lease cost
Amortization of leased assets		125		355
Interest on lease liabilities		85		273
Short-term lease cost		-		-
Total lease cost	$	1,115	$	3,384

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, 2022		Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	949	$	2,839
Operating cash flows for finance leases		85		273
Financing cash flows for finance leases	$	125	$	355

Schedule of Reconciles the Undiscounted Cash Flows for Direct Financing Lease Liabilities and Operating Lease Liabilities

As of September 30, 2022, scheduled lease liabilities mature as follows (in thousands):

	Operating  Leases			Direct Financing Leases
2022	$	936		$	671
2023		3,638			512
2024		3,492			408
2025		3,115			336
2026		3,283			235
Thereafter		11,154			300
Total lease payments		25,618			2,462
Less: amount representing interest		(4,964	)		(812	)
Present value of lease payments	$	20,654		$	1,650

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Debt (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022			December 31, 2021
Unsecured Revolving Credit Facility	October 2025		—		$	—		$	60,000
Series B Notes	June 2023		5.35	%		75,000			75,000
Series C Notes	February 2025		4.75	%		50,000			50,000
Series D-E Notes	June 2028		5.47	%		100,000			100,000
Series F-H Notes	September 2029		3.52	%		125,000			125,000
Series I-K Notes	November 2030		3.43	%		175,000			175,000
Series L-N Notes	February 2032		3.45	%		100,000			—
Total debt						625,000			585,000
Unamortized debt issuance costs, net (a)						(3,761	)		(3,880	)
Total debt, net					$	621,239		$	581,120

(a)Unamortized debt issuance costs related to the Revolving Facility were $2,196 and $2,730 as of September 30, 2022 and December 31, 2021, respectively, and 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, 2022, scheduled debt maturities, including balloon payments, are as follows (in thousands):

	Revolving Facility		Senior Unsecured Notes		Total
2022	$	—	$	—	$	—
2023 (a)		—		75,000		75,000
2024		—		—		—
2025 (b)		—		50,000		50,000
2026		—		—		—
Thereafter		—		500,000		500,000
Total	$	—	$	625,000	$	625,000

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

(b)The Revolving Facility matures in October 2025. Subject to the terms of the Second Restated Credit Agreement and our continued compliance with its provisions, we have the option to extend the term of the Revolving Facility for two six month periods to October 2026.

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022 and 2021 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, 2022		46,733	$	467	$	819,976		$	(63,376	)	$	757,067
Net earnings									13,302			13,302
Dividends declared — $0.41 per share									(19,619	)		(19,619	)
Shares issued pursuant to ATM Program, net		—		—		(64	)		—			(64	)
Shares issued pursuant to dividend reinvestment		1		—		14			—			14
Stock-based compensation/settlements		—		—		1,227			—			1,227
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927
BALANCE, DECEMBER 31, 2021		46,716	$	467	$	818,209		$	(73,568	)	$	745,108
Net earnings									62,731			62,731
Dividends declared — $1.23 per share									(58,856	)		(58,856	)
Shares issued pursuant to ATM Program, net		—		—		(147	)		—			(147	)
Shares issued pursuant to dividend reinvestment		2		—		44			—			44
Stock-based compensation/settlements		16		—		3,047			—			3,047
BALANCE, SEPTEMBER 30, 2022		46,734	$	467	$	821,153		$	(69,693	)	$	751,927

	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

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Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2022

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):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Net earnings	$	13,302		$	14,011		$	62,731		$	44,828
Less earnings attributable to RSUs outstanding		(458	)		(361	)		(1,465	)		(1,082	)
Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation		12,844			13,650			61,266			43,746
Weighted average common shares outstanding:
Basic		46,734			44,955			46,729			44,425
Incremental shares from stock-based compensation		45			70			38			20
Diluted		46,779			45,025			46,767			44,445
Basic earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98
Diluted earnings per common share	$	0.27		$	0.30		$	1.31		$	0.98

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following summarizes as of September 30, 2022, 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	$	1,108	$	—	$	—	$	1,108
Liabilities:
Deferred compensation	$	—	$	1,108	$	—	$	1,108

The following summarizes as of December 31, 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	$	1,168	$	—	$	—	$	1,168
Liabilities:
Deferred compensation	$	—	$	1,168	$	—	$	1,168

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Assets Held For Sale (Tables)

9 Months Ended

Sep. 30, 2022

Discontinued Operations And Disposal Groups [Abstract]

Summary of Real Estate Held for Sale

Real estate held for sale consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands):

	September 30, 2022			December 31, 2021
Land	$	104		$	2,949
Buildings and improvements		162			2,247
		266			5,196
Accumulated depreciation and amortization		(102	)		(1,575	)
Real estate held for sale, net	$	164		$	3,621

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Description of Business - Additional Information (Detail)	Sep. 30, 2022 State Property
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	38

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Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Impairments	$ 798,000	$ 1,198,000	$ 2,227,000	$ 2,730,000
Notes and mortgages receivable	$ 25,447,000		$ 25,447,000		$ 14,699,000
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			$ 842,000	670,000
Estimated Sale Price Method [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Impairments			695,000
Accumulation of Asset Retirement Cost Method [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Impairments			1,532,000
Construction Loans [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Notes and mortgages receivable	$ 16,569,000		16,569,000
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
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Additional allowance for credit losses					826,000
Proceeds from construction loans			10,864,000
Accounting Standards Update 2016-13 | Notes and Mortgages Receivable [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Additional allowance for credit losses	0		0		$ 297,000
Accounting Standards Update 2016-13 | Direct Financing Leases Financing Receivable [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Additional allowance for credit losses	$ 0		$ 0

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Leases - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) State Property	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) State Property	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2019 USD ($)
Leases [Line Items]
Number of properties in portfolio | Property	1,021		1,021
Number of states in which our properties are located | State	38		38
Revenues from rental properties	$ 41,533,000	$ 39,667,000	$ 121,330,000	$ 114,881,000
Rental income contractually due from tenants in revenues from rental properties included in continuing operations	37,396,000	34,852,000	110,995,000	102,756,000
Revenue recognition adjustments included in revenues from rental properties in continuing operations	505,000	594,000	1,530,000	1,320,000
Real Estate Taxes and other municipal charges paid then reimbursed by tenants included in revenues and expenses	4,642,000	$ 5,409,000	11,865,000	$ 13,445,000
Net investment in direct financing leases	67,683,000		67,683,000		$ 71,647,000
Net Investments in direct financing lease, lease payments receivable	88,662,000		88,662,000		98,539,000
Net Investment in direct financing lease, unguaranteed estimated residual value	13,928,000		13,928,000		13,928,000
Net Investment in direct financing lease, deferred income	34,081,000		34,081,000		39,994,000
Net Investment in direct financing lease, allowance for credit losses	826,000		826,000		826,000
Operating lease liabilities	20,654,000		20,654,000		22,980,000
Operating lease right of use assets	$ 18,848,000		$ 18,848,000		$ 21,092,000
Accounting Standards Update 2016-02 [Member]
Leases [Line Items]
Operating lease liabilities						$ 26,087,000
Operating lease right of use assets						$ 25,561,000
Third Party Landlords [Member]
Leases [Line Items]
Number of properties leased | Property	43		43
Owned Properties [Member]
Leases [Line Items]
Number of properties | Property	978		978

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Leases - Future Contractual Annual Rentals Receivable (Detail) $ in Thousands	Sep. 30, 2022 USD ($)
Operating leases
2022	$ 34,027
2023	135,975
2024	134,061
2025	133,829
2026	122,037
Thereafter	710,253
Total	1,270,182
Direct financing leases
2022	3,325
2023	13,237
2024	13,380
2025	13,412
2026	10,386
Thereafter	34,922
Total	$ 88,662

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Leases - Schedule of Lease-related Assets and Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Right-of-use assets - operating	$ 18,848	$ 21,092
Right-of-use assets - finance	302	379
Total lease assets	19,150
Liabilities
Lease liability - operating	20,654	22,980
Lease liability - finance	1,650	$ 2,005
Total lease liabilities	$ 22,304

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Leases - Summary of Weighted-average Remaining Lease Terms and Discount Rates (Detail)	Sep. 30, 2022
Weighted-average remaining lease term (years)
Operating leases	7 years 6 months
Finance leases	6 years
Weighted-average discount rate
Operating leases	4.70%	[1]
Finance leases	16.70%

[1] Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

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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, 2022	Sep. 30, 2022
Lease Cost [Abstract]
Operating lease cost	$ 905	$ 2,756
Finance lease cost
Amortization of leased assets	125	355
Interest on lease liabilities	85	273
Total lease cost	$ 1,115	$ 3,384

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Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$ 949	$ 2,839
Operating cash flows for finance leases	85	273
Financing cash flows for finance leases	$ 125	$ 355	$ 507

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Leases - Schedule of Reconciles the Undiscounted Cash Flows for Direct Financing Lease Liabilities and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finance Lease Liability And Operating Lease Liability Maturity [Abstract]
2022	$ 936
2023	3,638
2024	3,492
2025	3,115
2026	3,283
Thereafter	11,154
Total lease payments	25,618
Less: amount representing interest	(4,964)
Operating lease liabilities	20,654	$ 22,980
2022	671
2023	512
2024	408
2025	336
2026	235
Thereafter	300
Total lease payments	2,462
Less: amount representing interest	(812)
Present value of lease payments	$ 1,650	$ 2,005

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Leases - Major Tenants - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 Lease Property Tenant	Sep. 30, 2021
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 | Lease	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 | Lease	4
Subsidiaries of ARKO Corp. (NASDAQ: ARKO) [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member]
Leases [Line Items]
Lease revenue percentage	14.00%	15.00%
Apro, LLC (d/b/a United Oil) [Member]
Leases [Line Items]
Number of leased properties | Property	78
Number Of Unitary Leases To Tenant | Lease	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%	11.00%

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Leases - Getty Petroleum Marketing Inc. - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 USD ($) Portfolio Property
Leases [Line Items]
Number of leased properties subject to long-term triple-net leases | Property	303
Number of long-term triple-net leases during the period | Portfolio	12
Number of leased properties as single unit triple net leases | Portfolio	24
Number of properties under redevelopment | Property	2
Number of properties vacant | Property	3
Maximum lease commitment for capital expenditure	$ 6,559,000
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	947,000
Deferred rental revenue accumulated amortization	$ 2,058,000
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	332

XML

Commitments and Contingencies - Additional Information (Detail)				1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 17, 2017 Defendant	Mar. 04, 2016 USD ($)	Jul. 07, 2014 Defendant	May 31, 2007 Defendant	Jun. 30, 2018 Defendant	Dec. 31, 2004 Entity	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2018 USD ($) Party	Mar. 30, 2017 Party
Loss Contingencies [Line Items]
Accrued legal matters | $							$ 285,000	$ 1,925,000
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

XML

Debt - Schedule of Maturity Amounts Outstanding Under Credit Agreement and Senior Unsecured Notes (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Borrowings under credit agreement, outstanding amount		$ 60,000
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 623,435	523,850
Total	625,000	585,000
Unamortized debt issuance costs, net	(3,761)	(3,880)
Total debt, net	$ 621,239	$ 581,120
Revolving Facility [Member]
Line of Credit Facility [Line Items]
Maturity Date	Oct. 27, 2025	Oct. 27, 2025
Borrowings under credit agreement, outstanding amount		$ 60,000
Series B Notes Maturing in June 2023 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Jun. 02, 2023	Jun. 02, 2023
Interest Rate	5.35%	5.35%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 75,000	$ 75,000
Series C Notes Maturing in February 2025 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Feb. 25, 2025	Feb. 25, 2025
Interest Rate	4.75%	4.75%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 50,000	$ 50,000
Series D-E Notes Maturing in June 2028 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Jun. 21, 2028	Jun. 21, 2028
Interest Rate	5.47%	5.47%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 100,000	$ 100,000
Series F-H Notes Maturing in September 2029 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Sep. 12, 2029	Sep. 12, 2029
Interest Rate	3.52%	3.52%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 125,000	$ 125,000
Series I-K Notes Maturing in November 2030 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Nov. 25, 2030	Nov. 25, 2030
Interest Rate	3.43%	3.43%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 175,000	$ 175,000
Series L-N Notes Maturing in February 2032 [Member]
Line of Credit Facility [Line Items]
Maturity Date	Feb. 22, 2032	Feb. 22, 2032
Interest Rate	3.45%	3.45%
Borrowings under note purchase and guarantee agreement, outstanding amount	$ 100,000

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Debt - Schedule of Maturity Amounts Outstanding Under Credit Agreement and Senior Unsecured Notes (Parenthetical) (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Unamortized debt issuance costs	$ 3,761	$ 3,880
Revolving Facility [Member] | Prepaid Expenses and Other Assets, Net [Member]
Line of Credit Facility [Line Items]
Unamortized debt issuance costs	$ 2,196	$ 2,730

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Debt - Additional Information (Detail) - USD ($)						9 Months Ended	12 Months Ended
	Feb. 22, 2022	Oct. 27, 2021	Jun. 21, 2018	Mar. 23, 2018	Jun. 02, 2015	Sep. 30, 2022	Dec. 31, 2021	Sep. 12, 2019
Credit and Loan Agreement [Line Items]
Credit agreement initiation date					Jun. 02, 2015
Senior unsecured revolving credit agreement					$ 225,000,000
Term loan under credit agreement					50,000,000
Sixth Amended and Restated Prudential Agreement [Member]
Credit and Loan Agreement [Line Items]
Senior unsecured note, issuance date	Feb. 22, 2022
Sixth Amended and Restated Prudential Agreement [Member] | Series Q Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 80,000,000
Senior unsecured note purchase agreement, maturity date	Jan. 20, 2033
Interest rate on agreement	3.65%
Sixth Amended and Restated Prudential Agreement [Member] | Series B Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 75,000,000
Senior unsecured note purchase agreement, maturity date	Jun. 02, 2023
Interest rate on agreement	5.35%
Sixth Amended and Restated Prudential Agreement [Member] | Series C Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 50,000,000
Senior unsecured note purchase agreement, maturity date	Feb. 25, 2025
Interest rate on agreement	4.75%
Sixth Amended and Restated Prudential Agreement [Member] | Series D Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 50,000,000
Senior unsecured note purchase agreement, maturity date	Jun. 21, 2028
Interest rate on agreement	5.47%
Sixth Amended and Restated Prudential Agreement [Member] | Series F Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 50,000,000
Senior unsecured note purchase agreement, maturity date	Sep. 12, 2029
Interest rate on agreement	3.52%
Sixth Amended and Restated Prudential Agreement [Member] | Series I Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 100,000,000
Senior unsecured note purchase agreement, maturity date	Nov. 25, 2030
Interest rate on agreement	3.43%
First Amended and Restated AIG Agreement [Member] | Series L Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 55,000,000
Senior unsecured note purchase agreement, maturity date	Feb. 22, 2032
Interest rate on agreement	3.45%
First Amended and Restated AIG Agreement [Member] | Series G Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 50,000,000
Senior unsecured note purchase agreement, maturity date	Sep. 12, 2029
Interest rate on agreement	3.52%
First Amended and Restated AIG Agreement [Member] | Series J Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 50,000,000
Senior unsecured note purchase agreement, maturity date	Nov. 25, 2030
Interest rate on agreement	3.43%
First Amended and Restated MassMutual Agreement [Member] | Series M Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 20,000,000
Senior unsecured note purchase agreement, maturity date	Feb. 22, 2032
Interest rate on agreement	3.45%
First Amended and Restated MassMutual Agreement [Member] | Series O Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 20,000,000
Senior unsecured note purchase agreement, maturity date	Jan. 20, 2033
Interest rate on agreement	3.65%
First Amended and Restated MassMutual Agreement [Member] | Series H Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 25,000,000
Senior unsecured note purchase agreement, maturity date	Sep. 12, 2029
Interest rate on agreement	3.52%
First Amended and Restated MassMutual Agreement [Member] | Series K Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 25,000,000
Senior unsecured note purchase agreement, maturity date	Nov. 25, 2030
Interest rate on agreement	3.43%
New York Life Agreement | Series N Notes
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 25,000,000
Senior unsecured note purchase agreement, maturity date	Feb. 22, 2032
Interest rate on agreement	3.45%
New York Life Agreement | Series P Notes
Credit and Loan Agreement [Line Items]
Aggregate principal amount	$ 25,000,000
Senior unsecured note purchase agreement, maturity date	Jan. 20, 2033
Interest rate on agreement	3.65%
MetLife Agreement [Member] | Series E Notes [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount			$ 50,000,000
Senior unsecured note purchase agreement, maturity date			Jun. 21, 2028
Interest rate on agreement			5.47%
Fifth Amended And Restated Prudential Agreement
Credit and Loan Agreement [Line Items]
Amount of rate increase in case of default						2.00%
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		Mar. 31, 2022		Jun. 30, 2018
Credit agreement extended maturity date		Oct. 31, 2025		Mar. 23, 2022
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)
Senior unsecured note purchase agreement, maturity date						Oct. 27, 2025	Oct. 27, 2025
Revolving Facility [Member] | Maximum [Member]
Credit and Loan Agreement [Line Items]
Aggregate principal amount		$ 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		0.90%
Revolving Facility [Member] | Maximum [Member] | LIBOR [Member]
Credit and Loan Agreement [Line Items]
Credit agreement margin on borrowing base rate		1.90%
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		0.30%
Revolving Facility [Member] | Minimum [Member] | LIBOR [Member]
Credit and Loan Agreement [Line Items]
Credit agreement margin on borrowing base rate		1.30%
Term Loan [Member]
Credit and Loan Agreement [Line Items]
Credit facility amount								$ 0
Credit agreement maturity date				Jun. 30, 2020
Credit agreement extended maturity date				Mar. 23, 2023

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Debt - Summary of Scheduled Debt Maturities, Including Balloon Payments (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2023	$ 75,000
2025	50,000
Thereafter	500,000
Total	625,000	$ 585,000
Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
2023	75,000
2025	50,000
Thereafter	500,000
Total	$ 625,000

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Debt - Summary of Scheduled Debt Maturities, Including Balloon Payments (Parenthetical) (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Oct. 27, 2021
Revolving Facility [Member]
Debt Instrument [Line Items]
Senior unsecured note, aggregate amount issued			$ 300,000,000
Senior unsecured note purchase agreement, maturity date	Oct. 27, 2025	Oct. 27, 2025
Credit facility agreement, maturity date	Oct. 27, 2025
Revolving facility optional extension period	6 months
Credit facility agreement, optional extended maturity date	Oct. 31, 2026
Sixth Amended and Restated Prudential Agreement [Member] | Series Q Notes [Member]
Debt Instrument [Line Items]
Senior unsecured note, aggregate amount issued	$ 80,000,000
Interest rate on agreement	3.65%
Senior unsecured note purchase agreement, maturity date	Jan. 20, 2033
Sixth Amended and Restated Prudential Agreement [Member] | Series B Notes [Member]
Debt Instrument [Line Items]
Senior unsecured note, aggregate amount issued	$ 75,000,000
Interest rate on agreement	5.35%
Senior unsecured note purchase agreement, maturity date	Jun. 02, 2023

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Environmental Obligations - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2022	Jul. 31, 2012	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Other Commitments [Line Items]
Remediation agreement of lease					we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which 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) (a “Lookback Period”).
The maximum number of years during lease term during which contamination is discovered that the Company may be responsible for					10 years
Lookback Period					5 years
Unknown reserve liabilities removed					$ 17,131,000
Amount of credits to environmental expenses					17,927,000	$ 1,250,000
Unknown reserve liabilities					9,400,000
Environmental remediation obligations	$ 29,217,000		$ 29,217,000		29,217,000		$ 47,597,000
Accretion expense					1,037,000	1,270,000
Changes in environmental estimates					1,816,000	126,000
Increase in carrying value of property					$ 1,714,000	2,060,000
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					$ 2,808,000	2,982,000
Capitalized asset retirement costs	$ 37,245,000		37,245,000		37,245,000		39,670,000
Impairments			$ 798,000	$ 1,198,000	2,227,000	2,730,000
Pollution legal liability insurance policy duration	5 years	10 years
Pollution legal liability insurance policy aggregate limit		$ 50,000,000			25,000,000
Capitalized Asset Retirement Costs [Member]
Other Commitments [Line Items]
Impairments					1,532,000	$ 2,321,000
Properties Leased to Marketing [Member]
Other Commitments [Line Items]
Amount of credits to environmental expenses					$ 16,617,000
Minimum [Member]
Other Commitments [Line Items]
Environmental remediation liabilities discount rate	4.00%		4.00%		4.00%
Environmental remediation liability inflation rate adjustment					2.00%
Maximum [Member]
Other Commitments [Line Items]
Environmental remediation liabilities discount rate	7.00%		7.00%		7.00%
Environmental remediation liability inflation rate adjustment					2.75%
Reasonably Estimable Environmental Remediation Obligation [Member]
Other Commitments [Line Items]
Environmental remediation obligation known reserve liabilities	$ 10,539,000		$ 10,539,000		$ 10,539,000		11,382,000
Future Environmental Liabilities for Preexisting Unknown Contamination [Member]
Other Commitments [Line Items]
Environmental remediation obligation unknown reserve liabilities	18,678,000		18,678,000		18,678,000		36,215,000
Capitalized asset retirement costs	12,651,000		12,651,000		12,651,000		15,595,000
Known Environmental Liabilities [Member]
Other Commitments [Line Items]
Capitalized asset retirement costs	$ 24,594,000		$ 24,594,000		$ 24,594,000		$ 24,075,000

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Stockholders' Equity - Summary of Changes in Stockholders' Equity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Shareholders Equity [Line Items]
Beginning balance, value	$ 757,067	$ 685,766	$ 745,108	$ 659,601
Net earnings	13,302	14,011	62,731	44,828
Dividends declared	(19,619)	(18,043)	(58,856)	(53,518)
Shares issued pursuant to dividend reinvestment, value	14	23	$ 44	$ 59
Shares issued pursuant to dividend reinvestment, shares			1,512	1,996
Stock-based compensation/settlements, value	1,227	1,037	$ 3,047	$ 2,246
Ending balance, value	751,927	702,224	751,927	702,224
ATM Program [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to ATM Program, net, value	(64)	19,430	(147)	49,008
Common Stock [Member]
Shareholders Equity [Line Items]
Beginning balance, value	$ 467	$ 447	$ 467	$ 436
Beginning balance, shares	46,733,000	44,703,000	46,716,000	43,606,000
Shares issued pursuant to dividend reinvestment, shares	1,000		2,000	1,000
Stock-based compensation/settlements, value				$ 1
Stock-based compensation/settlements, shares			16,000	64,000
Ending balance, value	$ 467	$ 453	$ 467	$ 453
Ending balance, share	46,734,000	45,339,000	46,734,000	45,339,000
Common Stock [Member] | ATM Program [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to ATM Program, net, value		$ 6		$ 16
Shares issued pursuant to ATM Program, net, shares		636,000		1,668,000
Additional Paid-in-Capital [Member]
Shareholders Equity [Line Items]
Beginning balance, value	$ 819,976	$ 753,420	$ 818,209	$ 722,608
Shares issued pursuant to dividend reinvestment, value	14	23	44	59
Stock-based compensation/settlements, value	1,227	1,037	3,047	2,245
Ending balance, value	821,153	773,904	821,153	773,904
Additional Paid-in-Capital [Member] | ATM Program [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to ATM Program, net, value	(64)	19,424	(147)	48,992
Dividends Paid in Excess of Earnings [Member]
Shareholders Equity [Line Items]
Beginning balance, value	(63,376)	(68,101)	(73,568)	(63,443)
Net earnings	13,302	14,011	62,731	44,828
Dividends declared	(19,619)	(18,043)	(58,856)	(53,518)
Ending balance, value	$ (69,693)	$ (72,133)	$ (69,693)	$ (72,133)

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Stockholders' Equity - Summary of Changes in Stockholders' Equity (Parenthetical) (Detail) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Equity [Abstract]
Dividends declared per share	$ 0.41	$ 0.39	$ 1.23	$ 1.17

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Stockholders' Equity - Additional Information (Detail) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 01, 2022	Mar. 01, 2021	Feb. 28, 2021	Mar. 31, 2018	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Shareholders Equity [Line Items]
Payment of regular quarterly dividend							$ 58,704,000	$ 52,807,000
Regular quarterly dividends paid per share							$ 1.23	$ 1.17
Shares issued pursuant to dividend reinvestment, shares							1,512	1,996
Proceeds from issuance of common stock under the dividend reinvestment plan							$ 44,000	$ 59,000
Stock based compensation expense							$ 3,543,000	$ 2,974,000
Common Stock [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to dividend reinvestment, shares					1,000		2,000	1,000
2018 ATM Program [Member] | Common Stock [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to Offering/Program net, shares					0	636,000	0	1,688,000
Proceeds from issuance of common stock, net						$ 9,430,000		$ 9,008,000
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 common stock, net							$ (147,000)	$ 49,008,000
Number of shares allowed for sale under forward provisions					714,136	0	714,136	0
Number of shares settled under forward provisions					0		0
ATM Program [Member] | Common Stock [Member]
Shareholders Equity [Line Items]
Shares issued pursuant to Offering/Program net, shares						636,000		1,668,000
Sale of common stock average gross offering price per share					$ 30.22		$ 30.22
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	238,850	192,550

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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, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net earnings	$ 13,302	$ 14,011	$ 62,731	$ 44,828
Less earnings attributable to RSUs outstanding	(458)	(361)	(1,465)	(1,082)
Net earnings attributable to common stockholders used in basic and diluted earnings per share calculation	$ 12,844	$ 13,650	$ 61,266	$ 43,746
Basic	46,734	44,955	46,729	44,425
Incremental shares from stock-based compensation	45	70	38	20
Diluted	46,779	45,025	46,767	44,445
Basic earnings per common share	$ 0.27	$ 0.30	$ 1.31	$ 0.98
Diluted earnings per common share	$ 0.27	$ 0.30	$ 1.31	$ 0.98

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Fair Value Measurements - Additional Information (Detail) - Level 3 [Member] - Fair Value, Measurements, Nonrecurring [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired real estate assets measured at fair value	$ 705,000	$ 1,102,000
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	$ 535,200,000	$ 561,600,000

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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, 2022	Dec. 31, 2021
Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	$ 1,108	$ 1,168
Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	1,108	1,168
Level 1 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	1,108	1,168
Level 2 [Member] | Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	$ 1,108	$ 1,168

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Assets Held For Sale - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 USD ($) Property
Discontinued Operations And Disposal Groups [Abstract]
Number of properties held for sale	1
Number of properties sold	19
Gain from disposal of properties | $	$ 7,508,000
Number of properties condemned	1
Gain (loss) on property condemnation | $	$ 138,000

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Assets Held For Sale - Summary of Real Estate Held for Sale (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Summary Of Real Estate Held For Sale [Line Items]
Real estate held for sale at cost	$ 266	$ 5,196
Accumulated depreciation and amortization	(102)	(1,575)
Real estate held for sale, net	164	3,621
Land [Member]
Summary Of Real Estate Held For Sale [Line Items]
Real estate held for sale at cost	104	2,949
Buildings and Improvements [Member]
Summary Of Real Estate Held For Sale [Line Items]
Real estate held for sale at cost	$ 162	$ 2,247

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Property Acquisitions - Additional Information (Detail)	1 Months Ended			9 Months Ended
	Apr. 30, 2022 USD ($) Option Property	Sep. 30, 2021 USD ($) Option Property	May 31, 2021 USD ($) Option Property	Sep. 30, 2022 USD ($) Property Option	Sep. 30, 2021 USD ($) Property
Business Acquisition [Line Items]
Number of real estate properties, fee simple | Property		77			77
Aggregate purchase price of properties acquired during the period				$ 63,288,000	$ 126,645,000
Properties Acquired on May 2021 [Member]
Business Acquisition [Line Items]
Aggregate purchase price of properties acquired during the period			$ 31,018,000
Unitary 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.
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 above market leases			2,224,000
Purchase price allocated to below market leases			$ 1,416,000
Number of oil change centers acquired during the period | Property			46
Initial term of lease			11 years 6 months
Number of lease renewal options | Option			3
Lease, renewal term			5 years
Properties Acquired On September 2021 [Member]
Business Acquisition [Line Items]
Aggregate purchase price of properties acquired during the period		$ 35,125,000
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 beginning in year three of the initial term and each year of the renewal terms of the lease.
Unitary lease initial term		15 years
Number of unitary lease renewal options | Option		4
Unitary lease renewal term		5 years
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
Number of convenience stores properties acquired during the period | Property		15			15
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
Number of car wash properties acquired during the period | Property				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
Purchase price allocated to land				$ 5,704,000
Purchase price allocated to buildings and improvements				23,094,000
Purchase price allocated to in-place leases				$ 2,629,000
Properties Acquired On September 2022 [Member]
Business Acquisition [Line Items]
Number of real estate properties, fee simple | Property				16
Aggregate purchase price of properties acquired during the period				$ 63,288,000
Properties Acquired on April 2022 [Member]
Business Acquisition [Line Items]
Aggregate purchase price of properties acquired during the period	$ 36,387,000
Number of car wash properties acquired during the period | Property	8
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
Purchase price allocated to land	$ 6,219,000
Purchase price allocated to buildings and improvements	27,803,000
Purchase price allocated to in-place leases	2,980,000
Purchase price allocated to above market leases	403,000
Purchase price allocated to below market leases	$ 1,018,000
Properties Acquired In Separate Transactions [Member]
Business Acquisition [Line Items]
Aggregate purchase price of properties acquired during the period				$ 26,901,000	$ 29,074,000
Number of car wash properties acquired during the period | Property				5
Purchase price allocated to land		$ 7,862,000		$ 8,982,000	7,862,000
Purchase price allocated to buildings and improvements		18,379,000		15,737,000	18,379,000
Purchase price allocated to in-place leases		2,227,000		$ 2,182,000	2,227,000
Purchase price allocated to above market leases		$ 606,000			$ 606,000
Number of convenience stores properties acquired during the period | Property				3
Number of convenience store, gasoline station and other automotive related properties acquired during the period | Property					5
Number of convenience store and gasoline station property acquired | Property					1
Number of tire service center acquired | Property					1