================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-13777 GETTY REALTY CORP. (Exact name of registrant as specified in its charter) <TABLE> <S> <C> Maryland 11-3412575 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) </TABLE> <TABLE> <S> <C> 125 Jericho Turnpike, Suite 103, Jericho, New York 11753 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) </TABLE> Registrant's telephone number, including area code: (516) 478-5400 Securities registered pursuant to Section 12(b) of the Act: <TABLE> <S> <C> TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - ----------------------------- ----------------------------------------- Common Stock, $0.01 par value New York Stock Exchange </TABLE> Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of common stock held by non-affiliates (17,592,055 shares of common stock) of the Company was $500,318,044 as of June 30, 2006. The registrant had outstanding 24,764,815 shares of common stock as of March 15, 2007. DOCUMENTS INCORPORATED BY REFERENCE <TABLE> <S> <C> DOCUMENT PART OF FORM 10-K -------- ----------------- Selected Portions of Annual Report to Shareholders I and II for the year ended December 31, 2006 (the "Annual Report") Selected Portions of Definitive Proxy Statement for the III 2007 Annual Meeting of Stockholders (the "Proxy Statement") which will be filed by the registrant on or prior to 120 days following the end of the registrant's year ended December 31, 2006 pursuant to Regulation 14A. </TABLE> ================================================================================
PART I Item 1. Business Recent Developments On February 15, 2007, our Board of Directors (together with Getty Properties Corp., our wholly-owned subsidiary) ratified a Contract for Sale and Purchase dated as of February 6, 2007 (the "Agreement") entered into with various subsidiaries of Trustreet Properties, Inc. ("Trustreet"). The Agreement relates to the acquisition by us of sixty-eight convenience store and gas station properties owned and leased by Trustreet. The total purchase price for the properties will be approximately $86.6 million. Substantially all of the properties are leased to retail tenants. We intend to fund the acquisition utilizing our unsecured corporate revolving credit line (as we intend to increase and modify in March 2007 to accommodate the acquisition). The consummation of the acquisition is subject to substantial contingencies that, among other things, relate to our due diligence with regard to the properties. The Agreement provides that we may elect in our sole discretion to terminate the Agreement, and not close on the acquisition of the properties, if the result of our due diligence (including environmental and other physical inspections) with respect to the properties is unsatisfactory. The Agreement provides that the closing date for the acquisition will be as of March 31, 2007, subject to the right of the sellers to extend for an additional period of up to thirty days. In view of the contingencies discussed above, there can be no assurance that the acquisition will be consummated within this time frame, or at all. Overview Getty Realty Corp., a Maryland corporation, is the largest publicly-traded real estate investment trust ("REIT") in the United States specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. As of December 31, 2006, we owned eight hundred thirty-six properties and leased two hundred sixteen additional properties in thirteen states located principally in the Northeast United States. Nearly all of our properties are leased or sublet to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services who are responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses and for managing the actual operations conducted at these properties. As of December 31, 2006, we leased approximately 87% of our owned and leased properties on a long-term basis to Getty Petroleum Marketing Inc. ("Marketing"). Marketing is wholly owned by a subsidiary of OAO LUKoil ("Lukoil"), one of Russia's largest integrated oil companies. Marketing operates the petroleum distribution terminals but typically does not itself directly operate the retail motor fuel and convenience store properties it leases from us. Rather, Marketing subleases nearly all of our retail properties to distributors and retailers who are responsible for the actual operations at the locations. We are self-administered and self-managed by our experienced management team, which has over ninety-four years of combined experience in owning, leasing and managing retail motor fuel and convenience store properties. Our executive officers are engaged exclusively in the day-to-day business of the Company. We administer nearly all management functions for our properties, including leasing, legal, data processing, finance and accounting. We have invested, and will continue to invest, in real estate and real estate related investments, such as mortgage loans, when such opportunities arise. The History of Our Company Our founders started the business in 1955 with the ownership of one gasoline service station in New York City and combined real estate ownership, leasing and management with actual service station operation and petroleum distribution. We held our initial public offering in 1971 under the name Power Test Corp. In 1985, we acquired from Texaco the petroleum distribution and marketing assets of Getty Oil Company in the Northeast United States along with the Getty(R) name and trademark for use in connection with our real estate and petroleum marketing operations in the United States. We became one of the largest independent owner/operators of petroleum marketing assets in the country, serving retail and wholesale customers through a distribution and marketing network of Getty and other branded retail motor fuel and convenience store properties and petroleum distribution terminals. 2
Marketing was formed to facilitate the spin-off of our petroleum marketing business to our shareholders. The spin-off was completed in 1997. At that time, our shareholders received a tax-free dividend of one share of common stock of Marketing for each share of our common stock. Following the spin-off, Marketing held the assets and liabilities of our petroleum marketing operations and a portion of our home heating oil business, and we continued operating primarily as a real estate company specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. In 1998, we acquired Power Test Investors Limited Partnership (the "Partnership"), thereby acquiring fee title to two hundred ninety-five properties we had previously leased from the Partnership and which the Partnership had acquired in 1985 from Texaco. We later sold the remaining portion of our home heating oil business. As a result, we are now exclusively engaged in the ownership, leasing and management of real estate assets, principally in the petroleum marketing industry. In December 2000, Marketing was acquired by a U.S. subsidiary of Lukoil. In connection with Lukoil's acquisition of Marketing, we renegotiated our long-term master lease ("Master Lease") with Marketing. As of December 31, 2006, Marketing leased from us, under the Master Lease and a coterminous supplemental lease for one property (collectively the "Marketing Leases"), nine hundred nine retail motor fuel and convenience store properties and ten petroleum distribution terminals. The Marketing Leases have an initial term expiring in December 2015, and generally provide Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. Each of the renewal options may be exercised only on an "all or nothing" basis. We expect to receive approximately $60.0 million in lease rental payments from Marketing in 2007, with annual 2% rental increases in subsequent years. The Marketing Leases are "triple-net" leases, pursuant to which Marketing is responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses. We have licensed the Getty(R) trademarks to Marketing on an exclusive basis for use in its Northeast U.S. marketing territory as of December 2000. We have also licensed the trademarks to Marketing on a non-exclusive basis outside that territory, subject to a gallonage-based royalty, although to date, Marketing has not used the trademark outside that territory. We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. A REIT is a corporation, or a business trust that would otherwise be taxed as a corporation, which meets the requirements of the Internal Revenue Code. The Internal Revenue Code permits a qualifying REIT to deduct dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the requirements of the Internal Revenue Code, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real property, and distribute to shareholders annually a substantial portion of its otherwise taxable income. As a REIT, we are required to distribute at least ninety percent of our taxable income to our shareholders each year and would be subject to corporate level federal income taxes on any taxable income that is not distributed. Real Estate Business The operators of our properties are primarily distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services. Over the past decade, these lines of business have matured into a single industry as operators increased their emphasis on co-branded locations with multiple uses. The combination of petroleum product sales with other offerings, particularly convenience store products, has helped provide one-stop shopping for consumers and we believe represents a driving force behind the industry's growth in recent years. Revenues from rental properties for the year ended December 31, 2006 were $72.4 million which is comprised of $69.4 million of lease payments received and $3.0 million of deferred rental income recognized due to the straight-line method of accounting for the leases with Marketing and certain of our other tenants. We received lease payments from Marketing aggregating approximately $60.1 million (or 87%) of the $69.4 million lease payments received. We are materially dependent upon the ability of Marketing to meet its monetary obligations under the Marketing Leases. Marketing's financial results depend largely on retail petroleum marketing margins and rental income from subtenants who operate our properties. The petroleum marketing industry has been and continues to be volatile and highly competitive. Marketing has made all required monthly rental payments under the Marketing Leases when due. You can find more information about our revenues, profits and assets by referring to the financial statements and supplemental financial information in our Annual Report to Shareholders. As of December 31, 2006, we owned fee title to eight hundred twenty-nine retail motor fuel and convenience store properties and seven petroleum distribution terminals. We also leased two hundred thirteen retail motor fuel and convenience store properties and three petroleum distribution terminals. Our typical property used as a retail motor fuel and convenience store is located on between one-half and three quarters of an acre of land in a metropolitan area in the Northeast United States. Approximately one-half of our retail motor fuel properties have repair bays (typically two or three bays per station) and nearly half have convenience stores, canopies 3
or both. The title to substantially all of our owned properties is in the name of Leemilt's Petroleum, Inc., Getty CT Leasing, Inc., Getty NY Leasing, Inc., Getty VA Leasing, Inc., Getty Properties Corp. or Power Test Realty Company Limited Partnership, each of which is our wholly owned subsidiary. Leemilt's Petroleum, Inc. and Getty Properties Corp. are the lessees of substantially all of the properties we lease from third parties. In addition, we lease four thousand square feet of office space at 125 Jericho Turnpike, Jericho, New York, which is used for our corporate headquarters. We believe our network of retail motor fuel and convenience store properties and terminal properties across the Northeast United States is unique and that comparable networks of properties are not readily available for purchase or lease from other owners or landlords. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrance and exit ramps. Furthermore, we believe that obtaining the permits necessary to operate a network of petroleum marketing properties such as ours would be a difficult, time consuming and costly process for any potential competitor. However, the real estate industry is highly competitive, and we compete for tenants with a large number of property owners. Our principal means of competition are rents charged in relation to the income producing potential of the location. In addition, we expect other major real estate investors with significant capital will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, other REITs, investment banking firms and private institutional investors. This competition has increased prices for commercial properties and may impair our ability to make suitable property acquisitions on favorable terms in the future. As part of our overall growth strategy we regularly review opportunities to acquire additional properties and we expect to continue to pursue acquisitions that we believe will benefit our financial performance. To the extent that our current sources of liquidity are not sufficient to fund such acquisitions we will require other sources of capital, which may or may not be available on favorable terms or at all. Trademarks We own the right to use the Getty(R) name and trademark in connection with our real estate and petroleum marketing operations in the United States, and have licensed the Getty(R) trademarks to Marketing on an exclusive basis for use in its Northeast U.S. marketing territory as of December 2000. We have also licensed the trademarks to Marketing on a non-exclusive basis outside that territory, subject to a gallonage-based royalty, although to date, Marketing has not used the trademark outside that territory. The trademark licenses with Marketing are coterminous with the Marketing Leases. Regulation We are subject to numerous existing federal, state and local laws and regulations including matters related 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. The costs related to compliance with those laws and regulations have not had, and are not expected to have, a material adverse effect on our long-term financial position, although these costs may have a significant impact on our results of operations or liquidity for any single fiscal year or interim period. Petroleum properties are governed by numerous federal, state and local environmental laws and regulations. These laws have included, (i) requirements to report to governmental authorities discharges of petroleum products into the environment and, under certain circumstances, to remediate the soil and/or groundwater contamination pursuant to governmental order and directive, (ii) requirements to remove and replace underground storage tanks that have exceeded governmental-mandated age limitations and (iii) the requirement to provide a certificate of financial responsibility with respect to claims relating to underground storage tank failures. Environmental expenses are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. In accordance with leases with certain tenants, we agreed to bring the leased properties with known environmental contamination to within applicable standards and to regulatory or contractual closure ("Closure") in an efficient and economical manner. Generally, upon achieving Closure at an individual property, our environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of our tenant. We have agreed to pay all costs relating to, and to indemnify Marketing for, certain environmental liabilities and obligations that are scheduled in the Master Lease. We will continue to seek reimbursement from state UST remediation funds related to these environmental expenditures where available. As of December 31, 2006, we have regulatory approval for remediation action plans in 4
place for two hundred seventy-three (93%) of the two hundred ninety-two properties for which we retain remediation responsibility and have not received a "no further action" letter and the remaining nineteen properties (7%) were in the assessment phase. For additional information please refer to "Liquidity and Capital Resources," "Environmental Matters" and "Contractual Obligations" in "Management's Discussion and Analysis of Financial Condition and Results of Operations." We believe that we are in substantial compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters. Although we are unable to predict what legislation or regulations may be adopted in the future with respect to environmental protection and waste disposal, existing legislation and regulations have had no material adverse effect on our competitive position. See "Item 3. Legal Proceedings." Personnel As of December 31, 2006, we had sixteen employees. Access to our filings with the Securities and Exchange Commission and Corporate Governance Documents Our website address is www.gettyrealty.com. Our address, phone number and a list of our officers is available on our website. Our website contains a hyperlink to the SEC's EDGAR database at www.sec.gov where you can access, free-of-charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such reports are filed. Our website also contains our business conduct guidelines, corporate governance guidelines and the charters of the Compensation, Nominating/Corporate Governance and Audit Committees of our Board of Directors. We also will provide copies of these reports and corporate governance documents free-of-charge upon request, addressed to Getty Realty Corp., 125 Jericho Turnpike, Suite 103, Jericho, NY 11753, Attn: Investor Relations. Information available on or accessible through our website shall not be deemed to be a part of this Annual Report on Form 10-K. You may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Special Factors Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When we use the words "believes," "expects," "plans," "projects," "estimates" and similar expressions, we intend to identify forward-looking statements. Examples of forward-looking statements include statements regarding our intention to increase and modify our Credit Agreement to accommodate the acquisition of the Truststreet properties; our expectations regarding future payments from Marketing, including approximately $60.0 million in lease rental payments in 2007; the expected effect of regulations on our long-term performance; our expected ability to maintain compliance with applicable regulations; our ability to renew expired leases; the adequacy of our current and anticipated cash flows; our belief that we do not have a material liability for offers and sales of our securities made pursuant to registration statements that did not contain the financial statements or summarized financial data of Marketing; our expectations regarding future acquisitions; the impact of the covenants included in the Credit Agreement on our current business practices; our ability to maintain our REIT status; the probable outcome of litigation or regulatory actions; our expected recoveries from underground storage tank funds; our exposure to environmental remediation costs; our estimates regarding remediation costs; our expectations as to the long-term effect of environmental liabilities on our financial condition; our exposure to interest rate fluctuations and the manner in which we expect to manage this exposure; the expected reduction in interest-rate risk resulting from our interest-rate swap agreement and our expectation that we will not settle the interest-rate swap prior to its maturity; the expectation that the Credit Agreement will be refinanced with variable interest-rate debt at its maturity; our expectations regarding corporate level federal income taxes; the indemnification obligations of the Company and others; our intention to consummate future acquisitions; our assessment of the likelihood of future competition; assumptions regarding the future applicability of accounting estimates, assumptions and policies; our intention to pay future dividends and the amounts thereof; and our beliefs about the reasonableness of our accounting estimates, judgments and assumptions. These forward-looking statements are based on our current beliefs and assumptions and information currently available to us, and involve known and unknown risks (including the risks described below in "Part I, Item 1A. Risk Factors" and other risks that we describe from time to time in our SEC filings), uncertainties and other factors which may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. We undertake no obligation to publicly release revisions to these forward-looking statements that reflect future events or circumstances or reflect the occurrence of unanticipated events. 5
Item 1A. Risk Factors We are subject to various risks, many of which are beyond our control, which could have a negative effect on the Company and its financial condition. As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results and stock price. An investment in our stock involves various risks, including those mentioned below and elsewhere this Annual Report on Form 10-K and those that are detailed from time to time in our other filings with the Securities and Exchange Commission. We are subject to risks inherent in owning and leasing real estate. We are subject to varying degrees of risk generally related to leasing and owning real estate many of which are beyond our control. In addition to general risks related to owning properties used in the petroleum marketing industry, our risks include, among others: - our liability as a lessee for long-term lease obligations regardless of our revenues, - deterioration in regional and local economic and real estate market conditions, - potential changes in supply of, or demand for rental properties similar to ours, - competition for tenants and changes in rental rates, - difficulty in reletting properties on favorable terms or at all, - impairments in our ability to collect rent payments when due, - increases in interest rates and adverse changes in the availability, cost and terms of financing, - the potential for uninsured casualty and other losses, - the impact of present or future environmental legislation and compliance with environmental laws, - adverse changes in zoning laws and other regulations, and - acts of terrorism and war. Each of these factors could cause a material adverse effect on our financial condition and results of operations. In addition, real estate investments are relatively illiquid, which means that our ability to vary our portfolio of properties in response to changes in economic and other conditions may be limited. Our revenues are primarily dependent on the performance of Getty Petroleum Marketing Inc., our primary tenant. Although we periodically receive and review financial statements and other financial information from Marketing, some of the information is not publicly available. We may not have sufficient information to identify a deterioration of the financial performance or condition of Marketing prior to any default by Marketing on its monetary obligations to us that may result from such deterioration. If Marketing does not fulfill its monetary obligations to us, our financial condition and results of operations will be materially adversely affected. A substantial portion of our revenues (87% for the year ended December 31, 2006) are derived from the Marketing Leases. Accordingly, our revenues are dependent to a large degree on the economic performance of Marketing and of the petroleum marketing industry and any factor that adversely affects Marketing or our other lessees may have a material adverse effect on our financial condition and results of operations. In the event that Marketing cannot or will not perform its monetary obligations under the Marketing Leases with us, our financial condition and results of operations would be materially adversely affected. Although Marketing is wholly owned by a subsidiary of Lukoil, one of the largest integrated Russian oil companies, no assurance can be given that Lukoil will cause Marketing to fulfill any of its obligations under the Marketing Leases. We periodically receive and review Marketing's financial statements and other financial data. We receive this information from Marketing pursuant to the terms of the Master Lease. Certain of this information is not publicly available and the terms of the Master Lease prohibit us from including this financial information in our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q or in our Annual Reports to Shareholders. The financial performance of Marketing may deteriorate, and Marketing may ultimately default on its monetary obligations to us before we receive financial information from Marketing that would indicate the deterioration. Additionally, any financial data of Marketing that we are able to provide in our periodic reports is derived from financial data provided by Marketing and neither we, nor our auditors, have been involved with the preparation of such data and as a result can provide no assurance thereon. Additionally, our auditors have not been engaged to review or audit such data. As part of a periodic review by the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") of our Annual Report on Form 10-K for the year ended December 31, 2003, we received and responded to a number of comments. The only 6
comment that remains unresolved pertains to the SEC's position that we must include the financial statements and summarized financial data of Marketing in our periodic filings. The SEC subsequently indicated that, unless we file Marketing's financial statements and summarized financial data with our periodic reports: (i) it will not consider our Annual Reports on Forms 10-K for the years beginning with fiscal 2000 to be compliant; (ii) it will not consider us to be current in our reporting requirements; (iii) it will not be in a position to declare effective any registration statements we may file for public offerings of our securities; and (iv) we should consider how the SEC's conclusion impacts our ability to make offers and sales of our securities under existing registration statements and if we have a liability for such offers and sales made pursuant to registration statements that did not contain the financial statements of Marketing. We believe that the SEC's position is based on their interpretation of certain provisions of their internal Accounting Disclosure Rules and Practices Training Material, Staff Accounting Bulletin No. 71 and Rule 3-13 of Regulation S-X. We do not believe that any of this guidance is clearly applicable to our particular circumstances and that, even if it were, we believe that we should be entitled to certain relief from compliance with such requirements. Marketing subleases our properties to approximately nine hundred independent, individual service station/convenience store operators (subtenants), most of whom were our tenants when Marketing was spun-off to our shareholders. Consequently, we believe that we, as the owner of these properties and the Getty brand, and our prior experience with Marketing's tenants, could relet these properties to the existing subtenants or others at market rents. Because of this particular aspect of our landlord-tenant relationship with Marketing, we do not believe that the inclusion of Marketing's financial statements in our filings is necessary to evaluate our financial condition. Our position was included in a written response to the SEC. To date, the SEC has not accepted our position regarding the inclusion of Marketing's financial statements in our filings. We are endeavoring to achieve a resolution of this issue that will be acceptable to the SEC. We can not accurately predict the consequences if we are ultimately unsuccessful in achieving an acceptable resolution. We do not believe that offers or sales of our securities made pursuant to existing registration statements that did not or do not contain the financial statements of Marketing constitute, by reason of such omission, a violation of the Securities Act of 1933, as amended or the Exchange Act. Additionally, we believe that, if there ultimately is a determination that such offers or sales, by reason of such omission, resulted in a violation of those securities laws, we would not have any material liability as a consequence of any such determination. Certain financial and other information concerning Marketing is available from Dun & Bradstreet and may be accessed by their web site (www.dnb.com) upon payment of their fee. If Marketing does not fulfill its monetary obligations to us under the Marketing Leases, our financial condition and results of operations will be materially adversely affected. Based on our review of the recent financial statements and other financial data Marketing has provided to us to date, we have observed a significant decline in their financial results from the prior periods presented. Marketing continues to pay timely its monetary obligations under the Marketing Leases, as it has since the inception of the Master Lease in 1997, although there is no assurance that they will continue to do so. Marketing's earnings and cash flow from operations depend upon rental income from its tenants and the sale of refined petroleum products at margins in excess of its fixed and variable expenses. A large, rapid increase in wholesale petroleum prices would adversely affect Marketing's profitability and cash flow if the increased cost of petroleum products could not be passed on to Marketing's customers or if automobile consumption of gasoline were to significantly decline. Petroleum products are commodities whose prices depend on numerous factors that affect the supply of and demand for petroleum products. The prices paid by Marketing and other petroleum marketers for products are affected by global, national and regional factors. We cannot be certain how these factors will affect petroleum product prices or supply in the future, or how in particular they will affect Marketing or our other tenants. Substantially all of our tenants depend on the same industry for their revenues. We derive substantially all of our revenues from leasing, primarily on a triple-net basis, retail motor fuel and convenience store properties and petroleum distribution terminals to tenants in the petroleum marketing industry. Accordingly, our revenues will be dependent on the economic success of the petroleum marketing industry, and any factors that adversely affect that industry could also have a material adverse effect on our financial condition and results of operations. The success of participants in that industry depends upon the sale of refined petroleum products at margins in excess of fixed and variable expenses. A large, rapid increase in wholesale petroleum prices would adversely affect the profitability and cash flows of Marketing and our other tenants if the increased cost of petroleum products could not be passed on to their customers or if automobile consumption of gasoline were to significantly decline. Petroleum products are commodities whose prices depend on numerous factors that affect the supply of and demand for petroleum products. The prices paid by Marketing and other petroleum marketers for products are affected by global, national and regional 7
factors. We cannot be certain how these factors will affect petroleum product prices or supply in the future, or how in particular they will affect Marketing or our other tenants. Property taxes on our properties may increase without notice. Each of the properties we own or lease is subject to real property taxes. The leases for certain of the properties that we lease from third parties obligate us to pay real property taxes with regard to those properties. The real property taxes on our properties and any other properties that we develop, acquire or lease in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. To the extent that our tenants are unable or unwilling to pay such increase in accordance with their leases, our net operating expenses may increase. Compliance with environmental regulations may be costly. The real estate business and the petroleum products industry are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment. Under certain environmental laws, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances or petroleum products at, on or under such property, and may be required to investigate and clean-up such contamination. Such laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of or caused the presence of the contaminants, or the timing or cause of the contamination, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. For example, liability may arise as a result of the historical use of a property or from the migration of contamination from adjacent or nearby properties. Any such contamination or liability may also reduce the value of the property. In addition, the owner or operator of a property may be subject to claims by third parties based on injury, damage and/or costs, including investigation and clean-up costs, resulting from environmental contamination present at or emanating from a property. The properties owned or controlled by us are leased primarily as retail motor fuel and convenience store properties, and therefore may contain, or may have contained, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances, which creates a potential for the release of such products or substances. Some of our properties may be subject to regulations regarding the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Some of the properties may be adjacent to or near properties that have contained or currently contain underground storage tanks ("USTs") used to store petroleum products or other hazardous or toxic substances. In addition, certain of the properties are on, adjacent to, or near properties upon which others have engaged or may in the future engage in activities that may release petroleum products or other hazardous or toxic substances. There may be other environmental problems associated with our properties of which we are unaware. These problems may make it more difficult for us to relet or sell our properties on favorable terms, or at all. We have agreed to provide limited environmental indemnification to Marketing, capped at $4.25 million and expiring in 2010, for certain pre-existing conditions at six of the terminals we own and lease to Marketing. Under the agreement, Marketing will pay the first $1.5 million of costs and expenses incurred in connection with remediating any such pre-existing conditions, Marketing will share equally with us the next $8.5 million of those costs and expenses and Marketing will pay all additional costs and expenses over $10.0 million. We have accrued $0.3 million as of December 31, 2006 and 2005 in connection with this indemnification agreement. As of December 31, 2006 we had accrued $17.2 million as management's best estimate of the fair value of reasonably estimable environmental remediation costs and we had also recorded $3.8 million as management's best estimate for recoveries from state UST remediation funds, net of allowance, related to environmental obligations and liabilities. Environmental expenditures were $5.1 million and recoveries from underground storage tank funds were $2.2 million for the year ended December 31, 2006. In view of the uncertainties associated with environmental expenditures, however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than these estimates. Adjustments to accrued liabilities for environmental remediation costs will be reflected in our financial statements as they become probable and a reasonable estimate of fair value can be made. Although future environmental costs may have a significant impact on results of operations for any single fiscal year or interim period, we believe that such costs will not have a material adverse effect on our long-term financial position. We cannot predict what environmental legislation or regulations may be enacted in the future, or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. We cannot predict whether state underground storage tank fund programs will be administered and funded in the future in a manner that is consistent with past practices or whether future environmental spending will continue to be eligible for reimbursement under these programs. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation. 8
For additional information with respect to environmental remediation costs and estimates see "Environmental Matters" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and note 5 to our consolidated financial statements, both of which appear in our Annual Report to Shareholders filed as exhibit 13 to this Annual Report on Form 10-K and are incorporated by reference herein. We are defending pending lawsuits and claims and are subject to material losses. We are subject to various lawsuits and claims, including litigation related to environmental matters, damages resulting from leaking UST and toxic tort claims. The ultimate resolution of certain matters cannot be predicted because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. Our ultimate liabilities resulting from such lawsuits and claims, if any, may be material to our results of operations in the period in which they are recognized. Our properties are concentrated in the Northeast United States, and adverse conditions in that region, in particular, could negatively impact our operations. A significant portion of the properties we own and lease are located in the Northeast United States. Because of the concentration of our properties in that region, in the event of adverse economic conditions in that region, we would likely experience higher risk of default on payment of rent payable to us (including under the Marketing Leases) than if our properties were more geographically diversified. Additionally, the rents on our properties may be subject to a greater risk of default than other properties in the event of adverse economic, political, or business developments or natural hazards that may affect the Northeast United States and the ability of our lessees to make rent payments. In the event of any natural disaster, our ability to pay dividends could be adversely affected. We are in a competitive business. The real estate industry is highly competitive. Where we own properties, we compete for tenants with a large number of real estate property owners and other companies that sublet properties. Our principal means of competition are rents charged in relation to the income producing potential of the location. In addition, we expect other major real estate investors, some with much greater resources than we have, will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, other REITs, investment banking firms and private institutional investors. This competition has increased prices for commercial properties and may impair our ability to make suitable property acquisitions on favorable terms in the future. Our future cash flow is dependent on renewal of leases and reletting of our space. We are subject to risks that financial distress of our tenants may lead to vacancies at our properties, that leases may not be renewed, that locations may not be relet or that the terms of renewal or reletting (including the cost of required renovations) may be less favorable than current lease terms. In addition, numerous properties compete with our properties in attracting tenants to lease space. The number of competitive properties in a particular area could have a material adverse effect on our ability to lease our properties or newly acquired properties and on the rents charged. If we were unable to promptly relet or renew the leases for all or a substantial portion of these locations, or if the rental rates upon such renewal or reletting were significantly lower than expected, our cash flow could be adversely affected and the resale values or our properties could decline. The Marketing Leases have an initial term expiring in December 2015, and generally provide Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. Each of the renewal options may be exercised only on an "all or nothing" basis. We may acquire or develop new properties, and this may create risks. We may acquire or develop properties or acquire other real estate companies when we believe that an acquisition or development matches our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within our budget. We also may not succeed in leasing newly developed or acquired properties at rents sufficient to cover their costs of acquisition or development and operations. 9
We are subject to losses that may not be covered by insurance. Marketing, and other tenants, as the lessees of our properties, are required to provide insurance for such properties, including casualty, liability, fire and extended coverage in amounts and on other terms as set forth in our master leases. We carry insurance against certain risks and in such amounts as we believe are customary for businesses of our kind. However, as the costs and availability of insurance change, we may decide not to be covered against certain losses (such as certain environmental liabilities, earthquakes, hurricanes, floods and civil disorder) where, in the judgment of management, the insurance is not warranted due to cost or availability of coverage or the remoteness of perceived risk. There is no assurance that our insurance against loss will be sufficient. The destruction of, or significant damage to, or significant liabilities arising out of conditions at, our properties due to an uninsured cause would result in an economic loss and could result in us losing both our investment in, and anticipated profits from, such properties. When a loss is insured, the coverage may be insufficient in amount or duration, or a lessee's customers may be lost, such that the lessee cannot resume its business after the loss at prior levels or at all, resulting in reduced rent or a default under its lease. Any such loss relating to a large number of properties could have a material adverse effect on our financial condition. Failure to qualify as a REIT under the federal income tax laws would have adverse consequences to our shareholders. We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. We cannot, however, guarantee that we will continue to qualify in the future as a REIT. We cannot give any assurance that new legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements relating to our qualification. If we fail to qualify as a REIT, we will again be subject to federal income tax at regular corporate rates, and could be subject to the federal alternative minimum tax, we would be required to pay significant income taxes and would have less money available for our operations and distributions to shareholders. This would likely have a significant adverse effect on the value of our securities. We could also be precluded from treatment as a REIT for four taxable years following the year in which we lost the qualification, and all distributions to stockholders would be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. Loss of our REIT status would also cause a default under our Credit Agreement, requiring immediate repayment of all outstanding balances thereunder. As a REIT, we are dependent on external sources of capital which may not be available on favorable terms. To maintain our status as a REIT, we must distribute to our shareholders each year at least ninety percent of our net taxable income, excluding any net capital gain. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. We may be unable to pursue equity offerings until we resolve with the SEC the issue regarding disclosure of Marketing's financial information. Moreover, additional equity offerings may result in substantial dilution of shareholders' interests, and additional debt financing may substantially increase our leverage. Our access to third-party sources of capital depends upon a number of factors, including general market conditions, the market's perception of our growth potential, our current and potential future earnings and cash distributions, limitations on future indebtedness imposed under our Credit Agreement and the market price of our common stock. The loss of certain members of our management team could adversely affect our business. We depend upon the skills and experience of our executive officers. Loss of the services of any of them could have a material adverse effect on our business and financial condition. We do not have employment agreements with any of our executives. Our business operations may not generate sufficient cash for distributions or debt service. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock, to pay our indebtedness, or to fund our other liquidity needs. We may not be able to repay or refinance existing indebtedness on favorable terms, which could force us to dispose of properties on disadvantageous terms (which may also result in losses) or accept financing on unfavorable terms. Borrowings under the Credit Agreement bear interest at a floating rate. Accordingly, an increase in interest rates will increase the amount of interest we must pay under our Credit Agreement and a significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. We have entered into an interest rate swap agreement with a major financial institution with respect to a portion of our variable rate debt under the Credit Agreement. While the agreement is intended to lessen the 10
impact of rising interest rates, it also exposes us to the risk that the other party to the agreement will not perform, the agreement will be unenforceable and the underlying transactions will fail to qualify as a highly-effective cash flow hedge for accounting purposes. Our ability to meet the financial and other covenants relating to our Credit Agreement may be dependent on the performance of our tenants. Failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our indebtedness under our Credit Agreement. We may be unable to pay dividends and our equity may not appreciate. Under the Maryland General Corporation Law, our ability to pay dividends would be restricted if, after payment of the dividend, (1) we would not be able to pay indebtedness as it becomes due in the usual course of business or (2) our total assets would be less than the sum of our liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the rights of any shareholders with liquidation preferences. There currently are no shareholders with liquidation preferences. No assurance can be given that our financial performance in the future will permit our payment of any dividends. In particular, our Credit Agreement prohibits the payments of dividends during certain events of default. As a result of the factors described above, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, stock price and ability to pay dividends. Terrorist attacks and other acts of violence or war may affect the market on which our common stock trades, the markets in which we operate, our operations and our results of operations. Terrorist attacks or armed conflicts could affect our business or the businesses of our tenants or of Marketing or its parent. The consequences of armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could be a factor resulting in, or a continuation of, an economic recession in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on our operating results and revenues and may result in volatility of the market price for our common stock. Item 1B. Unresolved Staff Comments As part of a periodic review by the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") of our Annual Report on Form 10-K for the year ended December 31, 2003, we received and responded to a number of comments. The only comment that remains unresolved pertains to the SEC's position that we must include the financial statements and summarized financial data of Marketing in our periodic filings. The SEC subsequently indicated that, unless we file Marketing's financial statements and summarized financial data with our periodic reports: (i) it will not consider our Annual Reports on Forms 10-K for the years beginning with fiscal 2000 to be compliant; (ii) it will not consider us to be current in our reporting requirements; (iii) it will not be in a position to declare effective any registration statements we may file for public offerings of our securities; and (iv) we should consider how the SEC's conclusion impacts our ability to make offers and sales of our securities under existing registration statements and if we have a liability for such offers and sales made pursuant to registration statements that did not contain the financial statements of Marketing. We believe that the SEC's position is based on their interpretation of certain provisions of their internal Accounting Disclosure Rules and Practices Training Material, Staff Accounting Bulletin No. 71 and Rule 3-13 of Regulation S-X. We do not believe that any of this guidance is clearly applicable to our particular circumstances and that, even if it were, we believe that we should be entitled to certain relief from compliance with such requirements. Marketing subleases our properties to approximately nine hundred independent, individual service station/convenience store operators (subtenants), most of whom were our tenants when Marketing was spun-off to our shareholders. Consequently, we believe that we, as the owner of these properties and the Getty brand, and our prior experience with Marketing's tenants, could relet these properties to the existing subtenants or others at market rents. Because of this particular aspect of our landlord-tenant relationship with Marketing, we do not believe that the inclusion of Marketing's financial statements in our filings is necessary to evaluate our financial condition. Our position was included in a written response to the SEC. To date, the SEC has not accepted our position regarding the inclusion of Marketing's financial statements in our filings. We are endeavoring to achieve a resolution of this issue that will be acceptable to the SEC. We can not accurately predict the consequences if we are ultimately unsuccessful in achieving an acceptable resolution. We do not believe that offers or sales of our securities made pursuant to existing registration statements that did not or do not contain the financial statements of Marketing constitute, by reason of such omission, a violation of the Securities Act of 1933, as 11
amended or the Exchange Act. Additionally, we believe that, if there ultimately is a determination that such offers or sales, by reason of such omission, resulted in a violation of those securities laws, we would not have any material liability as a consequence of any such determination. Item 2. Properties The following table summarizes the geographic distribution of our properties at December 31, 2006. The table also identifies the number and location of properties we lease from third-parties and which Marketing leases from us under the Marketing Leases. In addition, we lease four thousand square feet of office space at 125 Jericho Turnpike, Jericho, New York, which is used for our corporate headquarters, which we believe will remain suitable and adequate for such purposes for the immediate future. <TABLE> <CAPTION> OWNED BY GETTY REALTY LEASED BY GETTY REALTY ----------------------- ----------------------- TOTAL PERCENT MARKETING OTHER MARKETING OTHER PROPERTIES OF TOTAL AS TENANT (1) TENANTS AS TENANT (2) TENANTS BY STATE PROPERTIES ------------- ------- ------------- ------- ---------- ---------- <S> <C> <C> <C> <C> <C> <C> New York 237 31 81 5 354 33.7% New Jersey 107 11 35 3 156 14.8 Massachusetts 130 -- 24 -- 154 14.6 Pennsylvania 113 6 10 3 132 12.5 Connecticut 59 28 19 10 116 11.0 New Hampshire 28 -- 3 -- 31 3.0 Virginia 4 24 14 -- 42 4.0 Maine 17 1 3 1 22 2.1 Rhode Island 15 1 3 -- 19 1.8 Delaware 10 1 1 -- 12 1.1 Maryland 4 2 1 -- 7 0.7 Florida -- 6 -- -- 6 0.6 Vermont 1 -- -- -- 1 0.1 --- --- --- --- ----- ----- Total 725 111 194 22 1,052 100.0% === === === === ===== ===== </TABLE> (1) Includes seven terminal properties owned in New York, New Jersey, Connecticut and Rhode Island. (2) Includes three terminal properties leased in New York. The properties that we lease have a remaining lease term, including renewal option terms, averaging over ten years. The following table sets forth information regarding lease expirations, including renewal and extension option terms, for properties that we lease from third parties: <TABLE> <CAPTION> PERCENT NUMBER OF OF TOTAL PERCENT LEASES LEASED OF TOTAL CALENDAR YEAR EXPIRING PROPERTIES PROPERTIES - ------------- --------- ---------- ---------- <S> <C> <C> <C> 2007 16 7.4% 1.5% 2008 10 4.6 1.0 2009 17 7.9 1.6 2010 9 4.2 0.8 2011 10 4.6 1.0 --- ----- ---- Subtotal 62 28.7 5.9 --- ----- ---- Thereafter 154 71.3 14.6 --- ----- ---- Total 216 100.0% 20.5% === ===== ==== </TABLE> We have rights-of-first refusal to purchase or lease one hundred seventy-four of the properties we lease. Although there can be no assurance regarding any particular property, historically we generally have been successful in renewing or entering into new leases when lease terms expire. Approximately 66% of our leased properties are subject to automatic renewal or extension options. In the opinion of our management, our owned and leased properties are adequately covered by casualty and liability insurance. In addition, we require our tenants to provide insurance for all properties they lease from us, including casualty, liability, fire and extended coverage in amounts and on other terms satisfactory to us. We have no plans for material improvements to any of our properties. However, our tenants frequently make improvements to the properties leased from us at their expense. 12
Two of our owned retail motor fuel and convenience store properties, with a net book value of approximately $1.3 million at December 31, 2006, are secured by mortgages with an aggregate principal balance of approximately $0.2 million at a weighted-average interest rate of 4.3% per annum. No other material mortgages, liens or encumbrances exist on our properties. We lease nine hundred nine retail motor fuel and convenience store properties and our ten petroleum distribution terminals to Marketing under the Marketing Leases. The Master Lease is a unitary lease and has an initial term expiring in 2015, and generally provides Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. Each of the renewal options may be exercised only on an "all or nothing" basis. The Marketing Leases are "triple-net" leases, under which Marketing is responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses. If Marketing fails to pay rent, taxes or insurance premiums when due under the Marketing Leases and the failure is not cured by Marketing within a specified time after receipt of notice, we have the right to terminate the Marketing Leases and to exercise other customary remedies against Marketing. If Marketing fails to comply with any other obligation under the Marketing Leases after notice and opportunity to cure, we do not have the right to terminate the Marketing Leases. Alternatively, our available remedies under the Marketing Leases are to seek to obtain an injunction or other equitable relief requiring Marketing to comply with its obligations under the Marketing Leases and to recover damages from Marketing resulting from the failure. If any lease we have with a third-party landlord for properties that we lease to Marketing is terminated as a result of our default and the default is not caused by Marketing, we have agreed to indemnify Marketing for its losses with respect to the termination. Where we lease a property from a third-party landlord under a lease which is about to expire and does not contain options to renew, we and Marketing each have a non-exclusive right to negotiate with that third-party landlord, except at five identified locations where Marketing has the exclusive right to negotiate with the third-party landlord until six months before the lease expires. We have also agreed that if we decide to sell any property leased to Marketing under the Marketing Leases, we will first offer to sell that property to Marketing pursuant to procedures set forth in the Marketing Leases. We have also agreed to provide limited environmental indemnification to Marketing, capped at $4.25 million and expiring in 2010, for certain pre-existing conditions at six of the terminals we lease to Marketing. Under the agreement, Marketing will pay the first $1.5 million of costs and expenses incurred in connection with remediating any pre-existing terminal condition, Marketing will share equally with us the next $8.5 million of those costs and expenses and Marketing will pay all additional costs and expenses over $10.0 million. We have accrued $0.3 million as of December 31, 2006 and 2005 in connection with this indemnification agreement. Under the Master Lease, we continue to have additional ongoing environmental remediation obligations for two hundred nine scheduled sites and our agreements with Marketing provide that Marketing otherwise remains liable for all environmental matters. Item 3. Legal Proceedings In 1988 and 1989, we were named as defendants in three separate lawsuits by multiple owners of adjacent properties seeking compensatory and punitive damages for personal injury and property damages having common allegations that a leak of an underground gasoline storage tank occurred in November 1985 at one of our retail motor fuel properties. Although the first action was dismissed in January 1992 and the second action was dismissed in 1995, there is a possibility that the remaining defendants in this action may assert claims against us for contribution or indemnity in the future. We are not aware that any such claims have been asserted. The third action is still pending in New York Supreme Court, Suffolk County, remains in the pleadings stage and has remained dormant for more than eleven years. We have been advised that these plaintiffs no longer will assert claims for personal injuries, and that the property has been sold. If this litigation resumes, we will assert third-party claims against the party we believe is responsible for the contamination. In 1991, the State of New York brought an action in the New York State Supreme Court in Albany against our former heating oil subsidiary seeking reimbursement for cleanup costs claimed to have been incurred at a retail motor fuel property in connection with a gasoline release. The State also is seeking penalties plus interest. Although there has been no activity in this proceeding in the past several years, in January 2002, we received a letter from the State's attorney indicating that the State intends to continue prosecuting the action. To date, we are not aware that the State has taken any additional actions in connection with this claim. 13
In June 1991, an action was commenced in the Court of Common Pleas of Berks County, PA seeking reimbursement for cleanup costs claimed to have been incurred as a result of a petroleum release. Sun Company, Inc., Exxon Company, U.S.A and Atlantic Richfield Company have been joined as defendants. There has been no activity in the litigation since October 2003. In 1997, an action was commenced in the New York Supreme Court in Schenectady, naming us as defendants, and seeking to recover monetary damages for personal injuries allegedly suffered from the release of petroleum and vapors from one of our retail motor fuel properties. This action has not been pursued by the Plaintiff for more than seven years. In June 1998, we were sued as a third-party defendant in the Superfund case of U.S. v. Champion Chemical Co. and Imperial Oil Co., pending in the U.S. District Court for New Jersey. Our defense is being conducted by Texaco Inc., which has agreed to fully indemnify us. In August 1998, we were sued as a third-party defendant in the Superfund case of U.S. v. Manzo, pending in the U. S. District Court for New Jersey. Our defense is also being conducted by Texaco Inc., which has agreed to fully indemnify us. Both matters involve periods prior to 1985, the year we purchased the properties from Texaco Inc. pursuant to an agreement under which Texaco is obligated to indemnify us for environmental matters of this kind. In June 1999, an action was commenced in the New York Supreme Court in Richmond County seeking monetary damages for property damage alleged to have resulted from a petroleum release in connection with a tank removal by our contractor. The action was not prosecuted by plaintiff after it filed its amended complaint and, until the recent receipt of a notice of preliminary conference, there had been little activity in the case since the filing by us of our answer and affirmative defenses. At this time, we are unable to estimate with any certainty our ultimate legal and financial liability, if any, for the damages claimed in the litigation In June 1999, an action was commenced in the New York Supreme Court in Nassau County against Marketing. The plaintiff is seeking monetary damages and alleges that he contracted acute myelogenous leukemia ("AML") as a result of exposure to benzene-containing gasoline, between 1992 and 1998, when he worked periodically at an independently owned and operated retail motor fuel property which we supplied with gasoline. The plaintiff brought another case against Mobil Oil Corporation and Island Transportation Corp. alleging that he worked at another retail motor fuel property at which Mobil gasoline was sold and that his AML was caused by his exposure to that gasoline as well. The cases have been consolidated. We are not named in the cases. However, we are indemnifying Marketing pursuant to written agreements. In September 2005 we were advised that the case was dismissed, with prejudice. In October 2005 the plaintiff filed an appeal of this dismissal and in October 2006, we were advised that the appeal was denied. In September 1999, we brought a case against one of our tenants in the United States District Court, District of New Jersey, seeking the return of the property we leased to them and the cleanup of all contamination caused by them. Our tenant filed a counterclaim alleging that all or part of the contamination was attributable to contamination from underground storage tanks for which we were responsible. The State of New Jersey Department of Environmental Protection (the "NJDEP") has notified the tenant that it is responsible for the cleanup and remediation of contamination resulting from a petroleum release. Discovery is in its final stages. The court referred the matter to mediation, which continued until October 2006, when the court entered a "scheduling order" requiring the parties to prepare for trial. In 2000, an action was commenced in New York Supreme Court in Nassau County against us by a prior landlord to recover damages and recovery of remediation costs arising out of a petroleum release. The release dates back to 1979 and is listed as "closed" by the NYSDEC. Plaintiff has not pursued this case for more than four years. In December 2002, the State of New York commenced an action in the New York Supreme Court in Albany County against us and Marketing to recover costs claimed to have been expended by the State to investigate and remediate a petroleum release into the Ossining River commencing approximately in 1996. We are indemnifying Marketing and have filed a claim against a potentially responsible party who is upstream of the release. In February 2003, an action was commenced against us, Marketing and others by the owners of an adjacent property in the Pennsylvania Court of Common Pleas in Lancaster County, asserting claims relating to a discharge of gasoline allegedly emanating from our property. The complaint states that the plaintiffs first became aware of a problem upon detecting gasoline vapors in their basement in 1996. In response to cross motions for summary judgment, the court denied our motion and granted plaintiff's motion finding us liable for the petroleum contamination, but certified the determination for an immediate appeal. Plaintiff's expert alleges damages of $67,000. 14
In April 2003, we were named in a class action, filed in the New York Supreme Court in Dutchess County, NY, arising out of alleged contamination of ground water with methyl tertiary butyl ether (a fuel derived from methanol, which we refer to as MTBE). We served an answer that denied liability and asserted numerous affirmative defenses. The plaintiffs have not responded to our demands and there has not been any activity in the case for a considerable period. In July 2003, we were notified by the State of Rhode Island Department of Environmental Management of their Notice to Enforce compliance with a Letter of Responsibility issued by the Department in connection with a suspected petroleum release at a property that abuts property owned by us and leased to Marketing. We responded to the State's Notice in August 2003. The matter has been tendered to Marketing for defense and indemnification and we believe that Marketing is obligated to defend the matter and indemnify us pursuant to the Master Lease. In July 2003, we received a Request for Reimbursement from the State of Maine Department of Environmental Protection ("MDEP") seeking reimbursement of costs claimed to have been incurred by them in connection with the remediation of contamination found at a retail motor fuel property, purportedly linked to numerous gasoline spills in the late 1980's. We have denied liability for the claim and discovered substantial evidence that links the contamination to gasoline releases of another company who has operated at the property since we discontinued our operations at the property. We have requested that the MDEP investigate the possibility that such other company is the responsible party. In September 2003, we were notified by the NJDEP that we are one of approximately sixty potentially responsible parties for natural resources damages resulting from discharges of hazardous substances into the Lower Passaic River. The definitive list of potentially responsible parties and their actual responsibility for the alleged damages, the aggregate cost to remediate the Lower Passaic River, the amount of natural resource damages and the method of allocating such amounts among the potentially responsible parties have not been determined. In September 2004, we received a General Notice Letter from the United States Environmental Protection Agency (the "EPA") (the "EPA Notice"), advising us that we may be a potentially responsible party for costs of remediating certain conditions resulting from discharges of hazardous substances into the Lower Passaic River. ChevronTexaco received the same EPA Notice regarding those same conditions. We believe that ChevronTexaco is obligated to indemnify us, pursuant to an indemnification agreement, regarding the conditions at the property identified by the NJDEP and the EPA and that, accordingly, our ultimate legal and financial liability, if any, cannot be estimated with any certainty at this time. In September 2003, we were notified by the NJDEP that we may be responsible for damages to natural resources ("NRD") by reason of a petroleum release at a retail motor fuel property formerly operated by us in Egg Harbor, NJ. We have remediated the resulting contamination at the property in accordance with a plan approved by the State and continue required sampling of monitoring wells that were required to be installed. In addition, we have responded to the notice and met with the Department to determine whether, and to what extent, we may be responsible for NRD regarding this property and our other properties formerly supplied by us with gasoline in New Jersey. The State's right to pursue NRD, the viability of defenses to NRD, generally, and the State's method for calculating NRD are subject to ongoing litigation in the State. We are not a party to such litigation. However, the outcome of that litigation likely will affect the State's claim against us for NRD with regard to this property and, generally, our other properties in New Jersey. From October 2003 through December 2006 we were made a party to forty-one cases in Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, Virginia, and West Virginia, brought by local water providers or governmental agencies. These cases allege various theories of liability due to contamination of groundwater with MTBE as the basis for claims seeking compensatory and punitive damages. Each case names as defendants approximately fifty petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE. The accuracy of the allegations as they relate to us, our defenses to such claims, the aggregate amount of damages, the definitive list of defendants and the method of allocating such amounts among the defendants have not been determined. The cases to which we are a party, together with other cases, have been removed to the federal court and consolidated for pre-trial purposes as federal multidistrict litigation in the Southern District of New York. At this time, two of the New York cases to which we are a party have been set for trial in September 2007. In June 2006, we were served with a Toxic Substance Control Act ("TSCA") Notice Letter, advising us that "prospective plaintiffs" listed on a schedule to the Notice Letter intend to file a TSCA citizens' civil action against the entities listed on a schedule to the Notice Letter, including the Company's subsidiaries, based upon alleged failure by such entities to provide information to the EPA regarding MTBE as may be required by the TSCA, and declaring that such action will be filed unless such information is delivered. We do not believe that we have any such information. In any event, our ultimate legal and financial liability, if any, cannot be estimated with any certainty at this time. 15
In November 2003, we received a demand from the State of New York for reimbursement of cleanup and removal costs claimed to have been incurred by the New York Environmental Protection and Spill Compensation Fund regarding contamination it alleges emanated from one of our retail motor fuel properties in 1997. We have responded to the State's demand and have denied responsibility for reimbursement of such costs, as being attributable to contamination that emanated from other properties owned and operated by others. In September 2004, the State of New York commenced an action against us and others in New York Supreme Court in Albany County seeking recovery of such costs. The case is in its initial stages. In November 2003, an action was commenced in the New York Supreme Court in Westchester County seeking money damages against us arising out of a petroleum release in 1996 at a former retail motor fuel property of ours. Our defense is being conducted by the company that sold us the property, and they have agreed to fully indemnify us pursuant to the purchase agreement, which calls for indemnification for environmental matters of this kind. In March 2004, an action was commenced in the New York Supreme Court in Nassau County by the owners of a property formerly operated by a subsidiary of the Company. The litigation demanded reimbursement for costs in the approximate amount incurred in connection with the removal of contaminated soil. In December 2006, we settled the matter in consideration for a payment by us of $196,000. In July 2005, we received a demand from a property owner for reimbursement of cleanup and soil removal costs, at a former retail motor fuel property located in Brooklyn, New York supplied by us with gasoline, that the owner expects to incur in connection with the proposed development of its property. The owner claims that the costs will be reimbursable pursuant to an Indemnity Agreement that we entered into with the property owner. Although we have acknowledged responsibility for the contaminated soil, and have been engaged in the remediation of the same, we have denied responsibility for the full extent of the costs estimated to be incurred. In September 2005, we received a demand from a property owner for reimbursement of cleanup and soil removal costs claimed to have been incurred by it in connection with the development of its property located in Philadelphia, Pennsylvania, that, in part, is a former retail motor fuel property supplied by us with gasoline. The current owner claims that the costs are reimbursable pursuant to an indemnity agreement that we entered into with the prior property owner. Although we have acknowledged responsibility for a portion of the contaminated soil, and were engaged in the remediation of the same, we have denied responsibility for the full extent of the costs estimated to be incurred. In October 2005, the State of New York commenced an action in the New York Supreme Court in Albany County against us and Marketing to recover costs claimed to have been funded by the state to remediate a petroleum release emanating from property we acquired in 1999. The seller, who is also party to the action, has agreed to defend and indemnify us (and Marketing) regarding the release and funds have been escrowed to cover a portion of the remediation expenses. In November 2005, we were notified that an action had been commenced in the Superior Court in Passaic County, New Jersey, in August 2005, by a property owner, seeking compensation from us on behalf of a class not yet certified, based upon the installation of a monitoring well on the property of the property owner. The NJDEP also is named as a defendant. The accuracy of the allegations as they relate to us, our defenses to such claims, and the aggregate amount of damages has not been determined. Accordingly, our ultimate legal and financial liability, if any, cannot be estimated with any certainty at this time. In December 2005, an action was commenced against us in the Superior Court in Providence, Rhode Island, by the owner of a pier that is adjacent to one of our terminals that is leased to Marketing seeking monetary damages of approximately $500,000 representing alleged costs related to the ownership and maintenance of the pier for the period from January 2003 through September 2005. We do not believe that we have any legal, contractual or other responsibility for such costs. In February 2006, an action was commenced in the Supreme Court in Westchester County, New York against us and Marketing to recover cleanup and remediation costs related to a petroleum release and for monetary damages in excess of $1.0 million for, among other things, lost rent and diminution of property value. Although we have conducted, and continue to conduct, remediation activities at the property, we are unable at this time to estimate with any certainty our ultimate legal and financial liability, if any, for the damages claimed in the litigation. In May 2006, we were advised of an action in the Superior Court of New Jersey, Middlesex County, against our subsidiary, brought by Texaco, Inc. seeking contractual indemnification for monetary damages to the extent suffered in the litigation arising out of remediation of contaminated soil. The litigation is in the initial discovery phase. Since Texaco's liability may have been discharged in its Chapter 11 case, it is not clear at this time whether our subsidiary will have any liability. 16
In May 2006, we were advised (but not yet served) of third party complaint filed in an action in the Superior Court of New Jersey, Essex County, against Getty Oil, Inc. and John Doe Corporations, filed by a property owner seeking to impose upon third parties (that may include a subsidiary of the Company) responsibility for damages it may suffer in the action for claims brought against it under federal environmental laws, the State's Spill Act, the State's Water Pollution Act and other theories of liability. It is not clear at this time whether the Company or any of its subsidiaries would have any liability for the asserted claims or whether or to what extent such liability would be covered by the Company's settlement agreement with ChevronTexaco in connection with pre-1985 contamination at the Newark Terminal property, which is near the property that is the subject of the litigation. Accordingly, we are unable at this time to estimate with any certainty our ultimate legal and financial liability, if any, for the damages claimed in the litigation. In August 2006, we were advised by the State of Maryland Department of the Environment of the discovery of contaminated soil at a retail motor fuel property that was supplied by us with gasoline. We do not believe that we have any liability in connection with such contamination. In August 2006, an action was commenced against us and our subsidiary in the Circuit Court, Madison County, Illinois seeking a recovery of damages arising out of the death of a person allegedly exposed to asbestos at our subsidiary's premises. We do not believe that there is any basis for a claim against us and are in the process of determining whether there is any basis at all for the claim against our subsidiary. In October 2006, an action was commenced against us in the New York State Supreme Court in Albany County by a property owner seeking reimbursement of the costs of cleanup and remediation of petroleum contamination at property that was supplied by us with gasoline. It appears from the pleadings filed by the plaintiff that they have confused Getty Refining and Marketing Inc. (a nonaffiliated entity acquired by Texaco Refining and Marketing Inc.) with Getty Petroleum Corp. (now known as Getty Properties Corp.). In December 2006, an action was commenced by the New Jersey Schools Corporation (NJSC) in the Superior Court of New Jersey, Union County seeking reimbursement for costs of approximately $1.0 million related to the removal of abandoned USTs and remediation of soil contamination at a retail motor fuel property that they acquired from us by eminent domain. Prior to the taking, the property was leased to and operated by Marketing. We believe that, under the terms of the Master Lease, Marketing is responsible for such costs. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders during the three months ended December 31, 2006. 17
PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Information in response to this item is incorporated herein by reference to information under the headings "Capital Stock, Stock Performance Graph and Certifications - Capital Stock" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in our Annual Report to Shareholders. Item 6. Selected Financial Data Information in response to this item is incorporated herein by reference to information under the heading "Getty Realty Corp. and Subsidiaries - Selected Financial Data" in our Annual Report to Shareholders. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Information in response to this item is incorporated herein by reference to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report to Shareholders. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Information in response to this item is incorporated herein by reference to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations - Disclosures about Market Risk" in our Annual Report to Shareholders. Item 8. Financial Statements and Supplementary Data Information in response to this item is incorporated herein by reference to the financial statements and supplementary financial information in our Annual Report to Shareholders under the headings "Getty Realty Corp. and Subsidiaries - Consolidated Statements of Operations, "--Consolidated Statements of Comprehensive Income, "--Consolidated Balance Sheets," "--Consolidated Statements of Cash Flows," "--Notes to Consolidated Financial Statements" (including the supplementary financial information contained in Note 9 "Quarterly Financial Data") and "Report of Independent Registered Public Accounting Firm." Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (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 the Company's management, including its 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 the Exchange Act Rule 13a-15(b), the Company has carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2006. 18
Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2006. PricewaterhouseCoopers LLP, our independent registered public accounting firm which audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on management's assessment of our internal control over financial reporting which is incorporated herein by reference to the information under the heading "Report of Independent Registered Public Accounting Firm" in our Annual Report to Shareholders. There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance Information with respect to compliance with section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to information under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement. Information with respect to directors, the audit committee and the audit committee financial expert, and procedures by which shareholders may recommend to nominees to the board of directors in response to this item is incorporated herein by reference to information under the headings "Election of Directors" and "Directors' Meetings, Committees and Executive Officers" in the Proxy Statement. The following table lists our executive officers, their respective ages, and the offices and positions held. <TABLE> <CAPTION> NAME AGE POSITION OFFICER SINCE ---- --- ----------------------------------------------------- ------------- <S> <C> <C> <C> Leo Liebowitz 79 Chairman and Chief Executive Officer 1971 Andrew M. Smith 54 President, Secretary and Chief Legal Officer 2003 Kevin C. Shea 47 Executive Vice President 2001 Thomas J. Stirnweis 48 Vice President, Treasurer and Chief Financial Officer 2001 </TABLE> Mr. Liebowitz has been Chief Executive Officer of Getty since 1985. He was the President of Getty from May 1971 to May 2004. Mr. Liebowitz served as Chairman, Chief Executive Officer and a director of Getty Petroleum Marketing Inc. from October 1996 until December 2000. He is also a director of the Regional Banking Advisory Board of J.P. Morgan Chase & Co. Mr. Smith has been with Getty since 2003 and has served as President, Secretary and Chief Legal Officer since May 2004 and was Vice President, General Counsel and Corporate Secretary since December 2003. Prior thereto, he was General Counsel and Corporate Secretary. Prior to joining Getty, he was in private law practice from 1999 to 2003. From 1997 to 1999 he served as the Vice President of Real Estate, General Counsel and Secretary of Discovery Zone, Inc., an international site-based children's entertainment company. From 1995 to 1996, Mr. Smith was Vice President of Operations and General Counsel of Influence, Inc., a medical device developer and manufacturer. From 1986 to 1994, Mr. Smith was a partner in the international law firm of Weil, Gotshal & Manges LLP. Mr. Shea has been with Getty since 1984 and has served as Executive Vice President since May 2004 and was Vice President since January 2001. Prior thereto, he was Director of National Real Estate Development. Mr. Stirnweis joined Getty in January 2001 as Corporate Controller and Treasurer and has served as Vice President, Treasurer and Chief Financial Officer since May 2003. Prior to joining Getty, he was Manager of Financial Reporting and Analysis of Getty Petroleum Marketing Inc., where he provided services to Getty under a services agreement since the spin-off of Marketing in March 1997. Prior thereto, he held the same position at Getty since November 1988. 19
There are no family relationships between any of its directors or executive officers. The Getty Realty Corp. Business Conduct Guidelines ("Code of Ethics"), which applies to all employees, including our chief executive officer and chief financial officer, is available on our website at www.gettyrealty.com. Item 11. Executive Compensation Information in response to this item is incorporated herein by reference to information under the heading "Compensation" in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information in response to this item is incorporated herein by reference to information under the heading "Beneficial Ownership of Capital Stock" and "Executive Compensation - Compensation Discussion and Analysis - Equity Compensation - Equity Compensation Plan Information" in the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence There were no such relationships or transactions to report for the year ended December 31, 2006. Information with respect to director independence is incorporated herein by reference to information under the heading "Directors' Meetings, Committees and Executive Officers - Independence of Directors" in the Proxy Statement. Item 14. Principal Accountant Fees and Services Information in response to this item is incorporated herein by reference to information under the heading "Ratification of Appointment of Independent Registered Public Accounting Firm" in the Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements The financial statements listed in the Index to Financial Statements and Financial Statement Schedules on page 21 are incorporated herein by reference to our Annual Report to Shareholders. 2. Financial Statement Schedules The financial statement schedules listed in the Index to Financial Statements and Financial Statement Schedules on page 21 are filed as part of this Annual Report on Form 10-K. 3. Exhibits The exhibits listed in the Exhibit Index are filed (or furnished, as applicable) as part of this Annual Report on Form 10-K. 20
GETTY REALTY CORP. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Items 15(a) 1 & 2 <TABLE> <CAPTION> REFERENCE -------------------------- 2006 ANNUAL 2006 ANNUAL REPORT ON REPORT TO FORM 10-K SHAREHOLDERS (PAGES) (PAGES) ----------- ------------ <S> <C> <C> Data incorporated by reference from attached 2006 Annual Report to Shareholders of Getty Realty Corp. Report of Independent Registered Public Accounting Firm 21 Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004 22 Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005 and 2004 22 Consolidated Balance Sheets as of December 31, 2006 and 2005 23 Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 24 Notes to Consolidated Financial Statements 25-35 Report of Independent Registered Public Accounting Firm on Financial Statement Schedules 22 Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2006, 2005 and 2004 23 Schedule III - Real Estate and Accumulated Depreciation and Amortization 24-35 </TABLE> All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto. The financial statements listed in the above index which are included in the 2006 Annual Report to Shareholders are hereby incorporated by reference. 21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of Getty Realty Corp.: Our audits of the consolidated financial statements, of management's assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated March 15, 2007 appearing in the 2006 Annual Report to Shareholders of Getty Realty Corp. (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of these financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP New York, New York March 15, 2007 22
GETTY REALTY CORP. and SUBSIDIARIES SCHEDULE II -- VALUATION and QUALIFYING ACCOUNTS and RESERVES for the years ended December 31, 2006, 2005 and 2004 (in thousands) <TABLE> <CAPTION> BALANCE AT BALANCE BEGINNING AT END OF YEAR ADDITIONS DEDUCTIONS OF YEAR ---------- --------- ---------- ------- <S> <C> <C> <C> <C> December 31, 2006: Allowance for mortgages and accounts receivable $ 29 $ 44 $ 43 $ 30 Allowance for recoveries from state underground storage tank funds $750 $ -- $100 $650 December 31, 2005: Allowance for mortgages and accounts receivable $ 5 $ 24 $ -- $ 29 Allowance for recoveries from state underground storage tank funds $910 $ -- $160 $750 December 31, 2004: Allowance for mortgages and accounts receivable $355 $ -- $350 $ 5 Allowance for recoveries from state underground storage tank funds $580 $330 $ -- $910 </TABLE> 23
GETTY REALTY CORP. and SUBSIDIARIES SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION for the years ended December 31, 2006, 2005 and 2004 (in thousands) The summarized changes in real estate assets and accumulated depreciation are as follows: <TABLE> <CAPTION> 2006 2005 2004 --------- --------- --------- <S> <C> <C> <C> Investment in real estate: Balance at beginning of year $ 370,495 $ 346,590 $ 318,222 Acquisitions 15,496 29,566 29,812 Capital expenditures 42 7 756 Sales and condemnations (1,416) (1,434) (1,131) Lease terminations (1,059) (4,234) (1,069) --------- --------- --------- Balance at end of year $ 383,558 $ 370,495 $ 346,590 ========= ========= ========= Accumulated depreciation and amortization: Balance at beginning of year $ 109,800 $ 106,463 $ 100,488 Depreciation and amortization expense 7,883 8,113 7,490 Sales and condemnations (535) (542) (446) Lease terminations (1,059) (4,234) (1,069) --------- --------- --------- Balance at end of year $ 116,089 $ 109,800 $ 106,463 ========= ========= ========= </TABLE> Two of our owned retail motor fuel and convenience store properties, indicated by an asterisk (*) in the table below, with a net book value of approximately $1.3 million as of December 31, 2006 are secured by mortgages with an aggregate principal balance of approximately $0.2 million at a weighted-average interest rate of 4.3% per annum. No other material mortgages, liens or encumbrances exist on our properties. <TABLE> <CAPTION> INITIAL COST DATE OF OF LEASEHOLD INITIAL OR COST GROSS AMOUNT AT WHICH LEASEHOLD ACQUISITION CAPITALIZED CARRIED AT CLOSE OF PERIOD OR INVESTMENT SUBSEQUENT ------------------------------------------ ACQUISITION TO TO INITIAL BUILDING AND ACCUMULATED INVESTMENT DESCRIPTION COMPANY (1) INVESTMENT LAND IMPROVEMENTS TOTAL DEPRECIATION (1) - ----------- ------------ ----------- ------------ ------------ ------------ ------------ ----------- <S> <C> <C> <C> <C> <C> <C> <C> BROOKLYN, NY $ 282,104 $ 301,052 $ 176,292 $ 406,864 $ 583,156 $ 342,443 1967 JAMAICA, NY 12,000 295,750 12,000 295,750 307,750 173,518 1970 REGO PARK, NY 33,745 281,380 23,000 292,125 315,125 210,879 1974 BROOKLYN, NY 74,808 125,120 30,694 169,234 199,928 162,973 1967 BRONX, NY 60,000 353,955 60,800 353,155 413,955 248,990 1965 CORONA, NY 114,247 300,172 112,800 301,619 414,419 185,787 1965 BRONX, NY 124,600 251,284 124,600 251,284 375,884 218,509 1965 OCEANSIDE, NY 40,378 169,929 40,000 170,307 210,307 128,135 1970 BLUEPOINT, NY 96,163 118,524 96,068 118,619 214,687 108,945 1972 BRENTWOOD, NY 253,058 84,485 125,000 212,543 337,543 189,851 1968 BAY SHORE, NY 47,685 289,972 0 337,657 337,657 335,330 1969 ALBERTSON, NY 41,023 114,970 40,000 115,993 155,993 113,525 1969 OSSINING, NY 70,557 83,939 43,357 111,139 154,496 105,047 1977 PELHAM MANOR, NY 127,304 85,087 75,800 136,591 212,391 118,472 1972 BRONX, NY 0 293,507 0 293,507 293,507 181,639 1972 BROOKLYN, NY 0 365,767 0 365,767 365,767 288,760 1970 POUGHKEEPSIE, NY 32,885 168,354 35,904 165,335 201,239 153,698 1971 CARMEL, NY 20,419 158,943 20,750 158,612 179,362 152,243 1970 KINGSTON, NY 68,341 115,961 44,379 139,923 184,302 134,849 1971 WAPPINGERS FALLS, NY 114,185 159,162 111,785 161,562 273,347 148,006 1971 STONY POINT, NY 59,329 203,448 55,800 206,977 262,777 194,846 1971 KINGSTON, NY 29,010 159,986 12,721 176,275 188,996 163,638 1972 POUGHKEEPSIE, NY 63,030 158,415 26,226 195,219 221,445 193,779 1972 LAGRANGEVILLE, NY 129,133 101,140 64,626 165,647 230,273 162,941 1972 BRONX, NY 128,419 221,197 100,681 248,935 349,616 177,538 1972 RAHWAY, NJ 89,157 65,483 48,083 106,557 154,640 101,050 1972 STATEN ISLAND, NY 40,598 256,262 26,050 270,810 296,860 175,196 1973 BRONX, NY 141,322 141,909 86,800 196,431 283,231 177,418 1972 NEW YORK, NY 125,923 168,772 78,125 216,570 294,695 210,980 1972 JAMAICA, NY 95,713 59,943 68,400 87,256 155,656 80,559 1972 MIDDLE VILLAGE, NY 130,684 73,741 89,960 114,465 204,425 104,271 1972 LONG ISLAND CITY, NY 90,895 91,386 60,030 122,251 182,281 109,431 1972 BROOKLYN, NY 100,000 254,503 66,890 287,613 354,503 218,686 1972 ROCKAWAY BEACH, NY 110,676 51,519 79,200 82,995 162,195 80,278 1972 </TABLE> 24
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> BROOKLYN, NY 135,693 91,946 100,035 127,604 227,639 100,743 1972 BROOKLYN, NY 147,795 228,379 103,815 272,359 376,174 214,974 1972 STATEN ISLAND, NY 101,033 371,591 75,650 396,974 472,624 240,730 1972 STATEN ISLAND, NY 25,000 351,829 0 376,829 376,829 235,654 1972 BRONX, NY 543,833 693,438 473,695 763,576 1,237,271 739,628 1970 BRONX, NY 90,176 183,197 40,176 233,197 273,373 187,178 1976 BRONX, NY 82,141 106,173 32,941 155,373 188,314 141,674 1972 BRONX, NY 92,207 120,758 47,207 165,758 212,965 133,048 1972 BRONX, NY 105,176 70,736 40,176 135,736 175,912 110,993 1968 BRONX, NY 45,044 196,956 10,044 231,956 242,000 189,174 1976 BRONX, NY 128,049 315,917 83,849 360,117 443,966 227,539 1972 BRONX, NY 130,396 184,222 90,396 224,222 314,618 190,897 1972 BRONX, NY 118,025 290,298 73,025 335,298 408,323 256,873 1972 BRONX, NY 70,132 322,265 30,132 362,265 392,397 241,042 1972 BRONX, NY 78,168 450,267 65,680 462,755 528,435 307,119 1972 BRONX, NY 69,150 300,279 34,150 335,279 369,429 223,598 1972 YONKERS, NY 291,348 170,478 216,348 245,478 461,826 212,392 1972 SLEEPY HOLLOW, NY 280,825 102,486 129,744 253,567 383,311 241,045 1969 OLD BRIDGE, NJ 85,617 109,980 56,190 139,407 195,597 135,300 1972 BREWSTER, NY 117,603 78,076 72,403 123,276 195,679 112,617 1972 FLUSHING, NY 118,309 280,435 78,309 320,435 398,744 201,152 1973 VALLEY COTTAGE, NY 68,997 87,862 69,797 87,062 156,859 78,804 1972 BRONX, NY 0 278,517 0 278,517 278,517 190,121 1976 STATEN ISLAND, NY 173,667 133,198 113,369 193,496 306,865 170,218 1976 BRIARCLIFF MANOR, NY 652,213 103,753 501,687 254,279 755,966 206,673 1976 BRONX, NY 84,268 81,701 56,285 109,684 165,969 94,948 1976 BRONX, NY 95,328 102,639 73,750 124,217 197,967 112,013 1976 BRONX, NY 88,865 193,679 63,315 219,229 282,544 214,631 1976 NEW YORK, NY 106,363 103,035 79,275 130,123 209,398 124,063 1976 NEW YORK, NY 85,037 76,357 58,286 103,108 161,394 94,910 1976 NEW YORK, NY 146,159 407,286 43,461 509,984 553,445 343,986 1976 GLENDALE, NY 124,438 287,907 86,160 326,185 412,345 244,312 1976 OZONE PARK, NY 57,289 331,799 44,715 344,373 389,088 260,272 1976 LONG ISLAND CITY, NY 106,592 151,819 73,260 185,151 258,411 142,076 1976 RIDGE, NY 276,942 73,821 200,000 150,763 350,763 110,637 1977 LAKE RONKONKOMA, NY 0 176,622 0 176,622 176,622 166,744 1977 KEYPORT, NJ 62,702 92,856 38,452 117,106 155,558 115,129 1977 NEW CITY, NY 180,979 100,597 109,025 172,551 281,576 169,794 1978 W. HAVERSTRAW, NY 194,181 38,141 140,000 92,322 232,322 79,263 1978 PIERMONT, NY 151,125 31,470 90,675 91,920 182,595 91,920 1978 STATEN ISLAND, NY 0 301,713 0 301,713 301,713 175,223 1978 BROOKLYN, NY 74,928 250,382 44,957 280,353 325,310 181,878 1978 WEST ISLIP, NY 87,103 84,057 44,957 126,203 171,160 123,209 1978 RONKONKOMA, NY 76,478 208,121 46,057 238,542 284,599 230,161 1978 STONY BROOK, NY 175,921 44,529 105,000 115,450 220,450 112,394 1978 MILLER PLACE, NY 110,000 103,160 66,000 147,160 213,160 142,885 1978 LAKE RONKONKOMA, NY 87,097 156,576 51,000 192,673 243,673 184,728 1978 E. PATCHOGUE, NY 57,049 210,390 34,213 233,226 267,439 228,212 1978 AMITYVILLE, NY 70,246 139,953 42,148 168,051 210,199 168,051 1978 BETHPAGE, NY 210,990 38,356 126,000 123,346 249,346 122,301 1978 HUNTINGTON STATION, NY 140,735 52,045 84,000 108,780 192,780 106,944 1978 BALDWIN, NY 101,952 106,328 61,552 146,728 208,280 105,023 1978 ELMONT, NY 388,848 114,933 231,000 272,781 503,781 230,157 1978 NORTH BABYLON, NY 91,888 117,066 59,059 149,895 208,954 144,501 1978 CENTRAL ISLIP, NY 103,183 151,449 61,435 193,197 254,632 193,096 1978 WHITE PLAINS, NY 120,393 67,315 0 187,708 187,708 174,169 1979 OZONE PARK, NY 0 217,234 0 217,234 217,234 135,027 1978 STATEN ISLAND, NY 0 222,525 0 222,525 222,525 130,896 1981 BROOKLYN, NY 116,328 232,254 75,000 273,582 348,582 169,806 1980 LONG ISLAND CITY, NY 191,420 390,783 116,554 465,649 582,203 285,567 1981 BAY SHORE, NY 156,382 123,032 85,854 193,560 279,414 184,666 1981 N. WHITE PLAINS, NY 0 154,131 0 154,131 154,131 122,866 1983 BRIDGEPORT, CT 58,956 106,709 24,000 141,665 165,665 133,388 1982 BRISTOL, CT 108,808 81,684 44,000 146,492 190,492 139,291 1982 CROMWELL, CT 70,017 183,119 24,000 229,136 253,136 229,136 1982 EAST HARTFORD, CT 208,004 60,493 84,000 184,497 268,497 183,275 1982 FRANKLIN, CT 50,904 168,470 20,232 199,142 219,374 197,235 1982 MANCHESTER, CT 65,590 156,628 64,750 157,468 222,218 156,335 1982 MERIDEN, CT 207,873 39,829 84,000 163,702 247,702 161,853 1982 NEW MILFORD, CT 113,947 121,174 0 235,121 235,121 229,219 1982 NORWALK, CT 257,308 128,940 104,000 282,248 386,248 279,781 1982 NORWICH, CT 107,632 50,507 44,000 114,139 158,139 114,139 1982 WAUREGAN, CT 84,605 85,768 34,000 136,373 170,373 136,205 1982 SOUTHINGTON, CT 115,750 158,561 70,750 203,561 274,311 202,777 1982 </TABLE> 25
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> SOUTH WINDSOR, CT 82,308 75,784 34,000 124,092 158,092 122,064 1982 TERRYVILLE, CT 182,308 98,911 74,000 207,219 281,219 206,923 1982 TOLLAND, CT 107,902 100,178 44,000 164,080 208,080 158,993 1982 WATERBURY, CT 107,308 57,267 44,000 120,575 164,575 119,878 1982 WATERFORD, CT 76,981 133,059 0 210,040 210,040 195,615 1982 WEST HAVEN, CT 185,138 48,619 74,000 159,757 233,757 156,763 1982 AGAWAM, MA 65,000 120,665 0 185,665 185,665 181,321 1982 GRANBY, MA 58,804 232,477 24,000 267,281 291,281 179,248 1982 GREAT BARRINGTON, MA 30,000 124,074 6,000 148,074 154,074 133,206 1982 HADLEY, MA 119,276 68,748 36,080 151,944 188,024 145,563 1982 NORTH ADAMS, MA 97,126 57,922 40,000 115,048 155,048 111,302 1982 PITTSFIELD, MA 97,153 87,874 40,000 145,027 185,027 144,294 1982 PITTSFIELD, MA 123,167 118,273 50,000 191,440 241,440 190,266 1982 SOUTH HADLEY, MA 232,445 54,351 90,000 196,796 286,796 188,831 1982 SPRINGFIELD, MA 139,373 239,713 50,000 329,086 379,086 221,059 1983 SPRINGFIELD, MA 0 239,087 0 239,087 239,087 162,835 1984 SPRINGFIELD, MA 122,787 105,706 50,000 178,493 228,493 174,743 1982 WESTFIELD, MA 123,323 96,093 50,000 169,416 219,416 164,788 1982 OSSINING, NY 140,992 104,761 97,527 148,226 245,753 138,442 1982 FREEHOLD, NJ 494,275 68,507 402,834 159,948 562,782 82,044 1978 HOWELL, NJ 9,750 174,857 0 184,607 184,607 183,591 1978 LAKEWOOD, NJ 130,148 77,265 70,148 137,265 207,413 130,453 1978 NORTH PLAINFIELD, NJ 227,190 239,709 175,000 291,899 466,899 277,584 1978 SOUTH AMBOY, NJ 299,678 94,088 178,950 214,816 393,766 212,250 1978 ANDOVER, NJ 81,368 83,049 37,997 126,420 164,417 123,437 1982 GLEN HEAD, NY 234,395 192,295 102,645 324,045 426,690 324,045 1982 NEW ROCHELLE, NY 188,932 34,649 103,932 119,649 223,581 118,121 1982 ELMONT, NY 108,348 85,793 64,290 129,851 194,141 88,281 1982 NORTH BRANFORD, CT 130,057 23,436 83,088 70,405 153,493 70,058 1982 MERIDEN, CT 126,188 106,805 72,344 160,649 232,993 146,154 1982 PLAINVILLE, CT 80,000 290,433 0 370,433 370,433 292,834 1983 FRANKLIN SQUARE, NY 152,572 121,756 137,315 137,013 274,328 85,397 1978 SEAFORD, NY 32,000 157,665 0 189,665 189,665 148,707 1978 BROOKLYN, NY 276,831 376,706 168,423 485,114 653,537 315,731 1978 NEW HAVEN, CT 1,412,860 56,420 898,470 570,810 1,469,280 240,901 1985 BRISTOL, CT 359,906 0 0 359,906 359,906 77,981 2004 BRISTOL, CT 1,594,129 0 1,036,184 557,945 1,594,129 48,356 2004 BRISTOL, CT 253,639 0 149,553 104,086 253,639 9,020 2004 BRISTOL, CT 365,028 0 237,268 127,760 365,028 11,072 2004 COBALT, CT 395,683 0 0 395,683 395,683 85,731 2004 DURHAM, CT 993,909 0 0 993,909 993,909 215,347 2004 ELLINGTON, CT 1,294,889 0 841,678 453,211 1,294,889 39,277 2004 ENFIELD, CT 259,881 0 0 259,881 259,881 66,244 2004 FARMINGTON, CT 466,271 0 303,076 163,195 466,271 14,144 2004 HARTFORD, CT 664,966 0 432,228 232,738 664,966 20,172 2004 HARTFORD, CT 570,898 0 371,084 199,814 570,898 17,318 2004 MERIDEN, CT 1,531,772 0 989,165 542,607 1,531,772 48,323 2004 MIDDLETOWN, CT 1,038,592 0 675,085 363,507 1,038,592 31,503 2004 NEW BRITAIN, CT 390,497 0 253,823 136,674 390,497 11,845 2004 NEWINGTON, CT 953,512 0 619,783 333,729 953,512 28,923 2004 NORTH HAVEN, CT 405,389 0 251,985 153,404 405,389 16,879 2004 PLAINVILLE, CT 544,503 0 353,927 190,576 544,503 16,517 2004 PLYMOUTH, CT 930,885 0 605,075 325,810 930,885 28,236 2004 SOUTH WINDHAM, CT 644,141 179,702 598,394 225,449 823,843 19,539 2004 SOUTH WINDSOR, CT 544,857 0 336,737 208,120 544,857 28,620 2004 SUFFIELD, CT 237,401 602,635 200,878 639,158 840,036 97,620 2004 VERNON, CT 1,434,223 0 0 1,434,223 1,434,223 310,748 2004 WALLINGFORD, CT 550,553 0 334,901 215,652 550,553 23,281 2004 WALLINGFORD, CT 310,314 0 0 310,314 310,314 67,234 2004 WATERBURY, CT 804,040 0 516,387 287,653 804,040 27,298 2004 WATERBURY, CT 515,172 0 334,862 180,310 515,172 15,626 2004 WATERBURY, CT 468,469 0 304,505 163,964 468,469 14,211 2004 WATERTOWN, CT 924,586 0 566,986 357,600 924,586 49,122 2004 WETHERSFIELD, CT 446,610 0 0 446,610 446,610 96,766 2004 WEST HAVEN, CT 1,214,831 0 789,640 425,191 1,214,831 36,851 2004 WESTBROOK, CT 344,881 0 0 344,881 344,881 74,724 2004 WILLIMANTIC, CT 716,782 0 465,908 250,874 716,782 21,743 2004 WINDSOR, CT 1,042,081 0 669,804 372,277 1,042,081 80,661 2004 WINDSOR LOCKS, CT 1,433,330 0 0 1,433,330 1,433,330 310,555 2004 WINDSOR LOCKS, CT 360,664 0 0 360,664 360,664 31,259 2004 BLOOMFIELD, CT 141,452 54,786 90,000 106,238 196,238 93,497 1986 SIMSBURY, CT 317,704 144,637 206,700 255,641 462,341 163,240 1985 RIDGEFIELD, CT 535,140 33,590 347,900 220,830 568,730 97,038 1985 BRIDGEPORT, CT 349,500 56,209 227,600 178,109 405,709 96,266 1985 </TABLE> 26
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> NORWALK, CT 510,760 209,820 332,200 388,380 720,580 200,833 1985 BRIDGEPORT, CT 313,400 20,303 204,100 129,603 333,703 57,534 1985 STAMFORD, CT 506,860 15,635 329,700 192,795 522,495 76,914 1985 BRIDGEPORT, CT 245,100 20,652 159,600 106,152 265,752 48,919 1985 BRIDGEPORT, CT 313,400 24,314 204,100 133,614 337,714 60,465 1985 BRIDGEPORT, CT 377,600 83,549 245,900 215,249 461,149 130,523 1985 BRIDGEPORT, CT 526,775 63,505 342,700 247,580 590,280 126,195 1985 BRIDGEPORT, CT 338,415 27,786 219,800 146,401 366,201 67,232 1985 NEW HAVEN, CT 538,400 176,230 350,600 364,030 714,630 242,415 1985 DARIEN, CT 667,180 26,061 434,300 258,941 693,241 107,113 1985 WESTPORT, CT 603,260 23,070 392,500 233,830 626,330 92,921 1985 STAMFORD, CT 603,260 112,305 392,500 323,065 715,565 182,285 1985 STAMFORD, CT 506,580 40,429 329,700 217,309 547,009 98,856 1985 GUILFORD, CT 147,071 28,486 30,000 145,557 175,557 92,941 1993 STRATFORD, CT 301,300 70,735 196,200 175,835 372,035 100,178 1985 STRATFORD, CT 285,200 14,728 185,700 114,228 299,928 48,828 1985 CHESHIRE, CT 490,200 19,050 319,200 190,050 509,250 79,317 1985 MILFORD, CT 293,512 43,846 191,000 146,358 337,358 76,446 1985 FAIRFIELD, CT 430,000 13,631 280,000 163,631 443,631 64,724 1985 HARTFORD, CT 233,000 32,563 151,700 113,863 265,563 57,358 1985 NEW HAVEN, CT 217,000 23,889 141,300 99,589 240,889 49,380 1985 RIDGEFIELD, CT 401,630 47,610 166,861 282,379 449,240 273,074 1985 BRIDGEPORT, CT 346,442 16,990 230,000 133,432 363,432 120,543 1985 WILTON, CT 518,881 71,425 337,500 252,806 590,306 127,032 1985 MIDDLETOWN, CT 133,022 86,915 131,312 88,625 219,937 88,625 1987 EAST HARTFORD, CT 555,826 13,797 301,322 268,301 569,623 52,700 1991 WATERTOWN, CT 351,771 58,812 204,027 206,556 410,583 93,952 1992 AVON, CT 730,886 0 402,949 327,937 730,886 66,896 2002 WILMINGTON, DE 309,300 67,834 201,400 175,734 377,134 93,218 1985 ST. GEORGES, DE 498,200 222,596 324,725 396,071 720,796 262,123 1985 WILMINGTON, DE 313,400 103,748 204,100 213,048 417,148 123,103 1985 WILMINGTON, DE 242,800 32,615 158,100 117,315 275,415 62,826 1985 WILMINGTON, DE 381,700 156,704 248,600 289,804 538,404 152,223 1985 CLAYMONT, DE 237,200 30,878 151,700 116,378 268,078 62,516 1985 NEWARK, DE 578,600 166,781 376,800 368,581 745,381 205,303 1985 NEWARK, DE 405,800 35,844 264,300 177,344 441,644 84,123 1985 WILMINGTON, DE 369,600 38,077 240,700 166,977 407,677 82,006 1985 WILMINGTON, DE 446,000 33,323 290,400 188,923 479,323 86,674 1985 WILMINGTON, DE 337,500 21,971 219,800 139,671 359,471 62,601 1985 SOUTH PORTLAND, ME 176,700 6,938 115,100 68,538 183,638 27,589 1985 LEWISTON, ME 341,900 89,500 222,400 209,000 431,400 130,314 1985 PORTLAND, ME 325,400 42,652 211,900 156,152 368,052 69,012 1985 BIDDEFORD, ME 723,100 8,009 470,900 260,209 731,109 97,800 1985 SACO, ME 204,006 37,173 150,694 90,485 241,179 89,713 1986 SANFORD, ME 265,523 9,178 201,316 73,385 274,701 73,304 1986 WESTBROOK, ME 93,345 193,654 50,431 236,568 286,999 172,966 1986 WISCASSET, ME 156,587 33,455 90,837 99,205 190,042 98,803 1986 AUBURN, ME 105,908 77,928 105,908 77,928 183,836 77,331 1986 SOUTH PORTLAND, ME 180,689 84,980 110,689 154,980 265,669 154,980 1986 LEWISTON, ME 180,338 62,629 101,338 141,629 242,967 138,664 1986 N. WINDHAM, ME 161,365 53,923 86,365 128,923 215,288 128,630 1986 BALTIMORE, MD 474,100 176,067 308,700 341,467 650,167 167,034 1985 RANDALLSTOWN, MD 590,600 33,594 384,600 239,594 624,194 107,068 1985 EMMITSBURG, MD 146,949 73,613 101,949 118,613 220,562 118,266 1986 MILFORD, MA 0 214,331 0 214,331 214,331 140,138 1985 AGAWAM, MA 209,555 63,621 136,000 137,176 273,176 86,447 1985 S. WEYMOUTH, MA 211,891 44,893 256,784 0 256,784 0 1985 WESTFIELD, MA 289,580 38,615 188,400 139,795 328,195 73,700 1985 WEST ROXBURY, MA 490,200 23,134 319,200 194,134 513,334 78,587 1985 MAYNARD, MA 735,200 12,714 478,800 269,114 747,914 101,699 1985 GARDNER, MA 1,008,400 73,740 656,700 425,440 1,082,140 182,957 1985 STOUGHTON, MA 775,300 34,554 504,900 304,954 809,854 125,347 1985 ARLINGTON, MA 518,300 27,906 337,500 208,706 546,206 91,277 1985 METHUEN, MA 379,664 64,941 245,900 198,705 444,605 109,238 1985 BELMONT, MA 301,300 27,938 196,200 133,038 329,238 62,747 1985 RANDOLPH, MA 743,200 25,069 484,000 284,269 768,269 114,021 1985 ROCKLAND, MA 534,300 23,616 347,900 210,016 557,916 88,551 1985 WATERTOWN, MA 357,500 296,588 321,030 333,058 654,088 180,234 1985 READING, MA 261,100 12,829 170,000 103,929 273,929 40,472 1985 WEYMOUTH, MA 643,297 36,516 418,600 261,213 679,813 109,790 1985 DEDHAM, MA 225,824 19,150 125,824 119,150 244,974 117,361 1987 HINGHAM, MA 352,606 22,484 242,520 132,570 375,090 129,197 1989 ASHLAND, MA 606,700 17,424 395,100 229,024 624,124 87,487 1985 WOBURN, MA 507,600 294,303 507,600 294,303 801,903 117,451 1985 </TABLE> 27
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> BELMONT, MA 389,700 28,871 253,800 164,771 418,571 74,135 1985 HYDE PARK, MA 499,175 29,673 321,800 207,048 528,848 93,960 1985 EVERETT, MA 269,500 190,931 269,500 190,931 460,431 97,913 1985 PITTSFIELD, MA 281,200 51,100 183,100 149,200 332,300 83,328 1985 NORTH ATTLEBORO, MA 662,900 16,549 431,700 247,749 679,449 96,568 1985 WORCESTER, MA 497,642 67,806 321,800 243,648 565,448 131,814 1985 NEW BEDFORD, MA 522,300 18,274 340,100 200,474 540,574 79,645 1985 TAUNTON, MA 0 180,724 0 180,724 180,724 108,674 1989 FALL RIVER, MA 859,800 24,423 559,900 324,323 884,223 126,538 1985 WORCESTER, MA 385,600 21,339 251,100 155,839 406,939 67,778 1985 WEBSTER, MA 1,012,400 67,645 659,300 420,745 1,080,045 188,710 1985 CLINTON, MA 586,600 52,725 382,000 257,325 639,325 118,074 1985 FOXBOROUGH, MA 426,593 34,403 325,000 135,996 460,996 116,968 1990 CLINTON, MA 385,600 95,698 251,100 230,198 481,298 139,516 1985 HYANNIS, MA 650,800 42,552 423,800 269,552 693,352 122,912 1985 HOLYOKE, MA 329,500 38,345 214,600 153,245 367,845 74,932 1985 NEWTON, MA 691,000 42,832 450,000 283,832 733,832 118,726 1985 FALMOUTH, MA 519,382 43,841 458,461 104,762 563,223 101,967 1988 METHUEN, MA 490,200 16,282 319,200 187,282 506,482 76,937 1985 ROCKLAND, MA 578,600 185,285 376,800 387,085 763,885 198,454 1985 WILLIAMSTOWN, MA 221,000 54,948 143,900 132,048 275,948 72,796 1985 FAIRHAVEN, MA 725,500 48,828 470,900 303,428 774,328 136,439 1985 BELLINGHAM, MA 734,189 132,725 476,200 390,714 866,914 209,017 1985 NEW BEDFORD, MA 482,275 95,553 293,000 284,828 577,828 174,456 1985 SEEKONK, MA 1,072,700 29,112 698,500 403,312 1,101,812 155,173 1985 WALPOLE, MA 449,900 20,586 293,000 177,486 470,486 70,766 1985 NORTH ANDOVER, MA 393,700 220,132 256,400 357,432 613,832 188,073 1985 LOWELL, MA 360,949 83,674 200,949 243,674 444,623 242,904 1985 AUBURN, MA 175,048 30,890 125,048 80,890 205,938 80,293 1986 METHUEN, MA 147,330 188,059 50,731 284,658 335,389 219,693 1986 GEORGETOWN, MA 145,712 27,144 100,718 72,138 172,856 69,984 1986 IPSWICH, MA 138,918 46,831 95,718 90,031 185,749 84,787 1986 SALISBURY, MA 119,698 59,615 80,598 98,715 179,313 84,776 1986 BEVERLY, MA 275,000 150,741 175,000 250,741 425,741 196,531 1986 BILLERICA, MA 400,000 135,809 250,000 285,809 535,809 260,137 1986 HAVERHILL, MA 400,000 17,182 225,000 192,182 417,182 191,591 1986 CHATHAM, MA 275,000 197,302 175,000 297,302 472,302 216,334 1986 HARWICH, MA 225,000 12,044 150,000 87,044 237,044 83,217 1986 IPSWICH, MA 275,000 19,161 150,000 144,161 294,161 141,564 1986 LEOMINSTER, MA 200,000 49,592 100,000 149,592 249,592 146,100 1986 LOWELL, MA 375,000 175,969 250,000 300,969 550,969 222,922 1986 METHUEN, MA 300,000 50,861 150,000 200,861 350,861 197,980 1986 ORLEANS, MA 260,000 37,637 185,000 112,637 297,637 106,548 1986 PEABODY, MA 400,000 200,363 275,000 325,363 600,363 263,392 1986 QUINCY, MA 200,000 36,112 125,000 111,112 236,112 108,218 1986 REVERE, MA 250,000 193,854 150,000 293,854 443,854 230,024 1986 SALEM, MA 275,000 25,393 175,000 125,393 300,393 122,839 1986 TEWKSBURY, MA 125,000 90,338 75,000 140,338 215,338 126,276 1986 FALMOUTH, MA 150,000 322,942 75,000 397,942 472,942 277,523 1986 WEST YARMOUTH, MA 225,000 33,165 125,000 133,165 258,165 131,659 1986 WESTFORD, MA 275,000 196,493 175,000 296,493 471,493 219,311 1986 WOBURN, MA 350,000 45,681 200,000 195,681 395,681 192,071 1986 YARMOUTHPORT, MA 300,000 26,940 150,000 176,940 326,940 176,666 1986 BRIDGEWATER, MA 190,360 36,762 140,000 87,122 227,122 73,873 1987 STOUGHTON, MA 0 235,794 0 235,794 235,794 152,814 1990 WORCESTER, MA 476,102 174,233 309,466 340,869 650,335 133,353 1991 AUBURN, MA 369,306 27,792 240,049 157,049 397,098 41,858 1991 BARRE, MA 535,614 163,028 348,149 350,493 698,642 125,853 1991 WORCESTER, MA 275,866 11,674 179,313 108,227 287,540 25,630 1992 BROCKTON, MA 275,866 194,619 179,313 291,172 470,485 136,717 1991 CLINTON, MA 177,978 29,790 115,686 92,082 207,768 35,989 1992 WORCESTER, MA 167,745 275,852 167,745 275,852 443,597 126,933 1991 DUDLEY, MA 302,563 141,993 196,666 247,890 444,556 86,338 1991 FITCHBURG, MA 311,808 16,384 202,675 125,517 328,192 30,918 1991 FRANKLIN, MA 253,619 18,437 164,852 107,204 272,056 30,165 1988 WORCESTER, MA 342,608 11,101 222,695 131,014 353,709 27,356 1991 HYANNIS, MA 222,472 7,282 144,607 85,147 229,754 18,639 1991 LEOMINSTER, MA 195,776 177,454 127,254 245,976 373,230 122,053 1991 WORCESTER, MA 231,372 157,356 150,392 238,336 388,728 112,888 1991 NORTHBOROUGH, MA 404,900 18,353 263,185 160,068 423,253 35,982 1993 WEST BOYLSTON, MA 311,808 28,937 202,675 138,070 340,745 41,807 1991 WORCESTER, MA 186,877 33,510 121,470 98,917 220,387 39,137 1993 SOUTHBRIDGE, MA 0 172,279 0 172,279 172,279 114,471 1991 SOUTH YARMOUTH, MA 275,866 49,961 179,313 146,514 325,827 52,603 1991 </TABLE> 28
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> STERLING, MA 476,102 165,998 309,466 332,634 642,100 123,430 1991 SUTTON, MA 714,159 187,355 464,203 437,311 901,514 157,212 1993 WORCESTER, MA 275,866 150,472 179,313 247,025 426,338 109,843 1991 FRAMINGHAM, MA 297,568 203,147 193,419 307,296 500,715 146,729 1992 UPTON, MA 428,498 24,611 278,524 174,585 453,109 45,299 1991 WESTBOROUGH, MA 311,808 205,994 202,675 315,127 517,802 147,162 1991 HARWICHPORT, MA 382,653 173,989 248,724 307,918 556,642 126,643 1991 WORCESTER, MA 547,283 205,733 355,734 397,282 753,016 155,674 1991 WORCESTER, MA 978,880 191,413 636,272 534,021 1,170,293 166,062 1991 FITCHBURG, MA 390,276 216,589 253,679 353,186 606,865 149,709 1992 WORCESTER, MA 146,832 140,589 95,441 191,980 287,421 95,203 1991 LEICESTER, MA 266,968 197,898 173,529 291,337 464,866 127,339 1991 NORTH GRAFTON, MA 244,720 35,136 159,068 120,788 279,856 42,406 1991 SOUTHBRIDGE, MA 249,169 62,205 161,960 149,414 311,374 72,023 1993 OXFORD, MA 293,664 9,098 190,882 111,880 302,762 23,493 1993 WORCESTER, MA 284,765 45,285 185,097 144,953 330,050 56,712 1991 ATHOL, MA 164,629 22,016 107,009 79,636 186,645 27,416 1991 FITCHBURG, MA 142,383 194,291 92,549 244,125 336,674 118,283 1992 WORCESTER, MA 271,417 183,331 176,421 278,327 454,748 128,216 1991 ORANGE, MA 476,102 4,015 309,466 170,651 480,117 28,453 1991 FRAMINGHAM, MA 400,449 22,280 260,294 162,435 422,729 40,326 1991 MILFORD, MA 0 262,436 0 262,436 262,436 149,998 1991 AUBURN, MA 0 167,147 0 167,147 167,147 89,919 1996 MANCHESTER, NH 249,100 22,857 162,200 109,757 271,957 47,070 1985 MANCHESTER, NH 261,100 36,404 170,000 127,504 297,504 57,838 1985 CONCORD, NH 233,400 68,292 151,700 149,992 301,692 90,451 1985 DERRY, NH* 417,988 16,295 157,988 276,295 434,283 275,033 1987 PLAISTOW, NH 300,406 117,924 244,694 173,636 418,330 158,610 1987 SOMERSWORTH, NH 180,800 60,497 117,700 123,597 241,297 61,126 1985 SALEM, NH 743,200 19,847 484,000 279,047 763,047 107,871 1985 LONDONDERRY, NH 703,100 31,092 457,900 276,292 734,192 115,013 1985 ROCHESTER, NH 972,200 12,775 633,100 351,875 984,975 130,957 1985 HAMPTON, NH 193,103 26,449 135,598 83,954 219,552 82,605 1986 MERRIMACK, NH 151,993 205,823 100,598 257,218 357,816 174,806 1986 NASHUA, NH 197,142 219,639 155,837 260,944 416,781 173,630 1986 PELHAM, NH 169,182 53,497 136,077 86,602 222,679 77,004 1986 PEMBROKE, NH 138,492 174,777 100,837 212,432 313,269 136,418 1986 ROCHESTER, NH 179,717 208,103 100,000 287,820 387,820 211,968 1986 ROCHESTER, NH 110,598 43,142 80,598 73,142 153,740 70,060 1986 SOMERSWORTH, NH 210,805 15,012 157,520 68,297 225,817 67,826 1986 EXETER, NH 113,285 149,265 65,000 197,550 262,550 177,759 1986 CANDIA, NH 130,000 184,004 80,000 234,004 314,004 225,293 1986 EPPING, NH 170,000 131,403 120,000 181,403 301,403 149,117 1986 EPSOM, NH 220,000 96,022 155,000 161,022 316,022 138,716 1986 EXETER, NH 160,000 44,343 105,000 99,343 204,343 78,654 1986 MILFORD, NH 190,000 41,689 115,000 116,689 231,689 110,058 1986 PORTSMOUTH, NH 235,000 20,257 150,000 105,257 255,257 104,688 1986 PORTSMOUTH, NH 225,000 228,704 125,000 328,704 453,704 236,709 1986 SALEM, NH 450,000 47,484 350,000 147,484 497,484 137,345 1986 SEABROOK, NH 199,780 19,102 124,780 94,102 218,882 93,598 1986 PELHAM, NH 0 234,915 0 234,915 234,915 111,821 1996 MCAFEE, NJ 670,900 15,711 436,900 249,711 686,611 96,376 1985 HAMBURG, NJ 598,600 22,121 389,800 230,921 620,721 94,723 1985 WEST MILFORD, NJ 502,200 31,918 327,000 207,118 534,118 94,093 1985 LIVINGSTON, NJ 871,800 30,003 567,700 334,103 901,803 135,298 1985 TRENTON, NJ 373,600 9,572 243,300 139,872 383,172 54,348 1985 WILLINGBORO, NJ 425,800 29,928 277,300 178,428 455,728 82,894 1985 BAYONNE, NJ 341,500 18,947 222,400 138,047 360,447 59,549 1985 CRANFORD, NJ 342,666 29,222 222,400 149,488 371,888 70,748 1985 TRENTON, NJ 466,100 13,987 303,500 176,587 480,087 70,737 1985 WALL TOWNSHIP, NJ 336,441 55,709 121,441 270,709 392,150 262,606 1986 UNION, NJ 490,200 41,361 319,200 212,361 531,561 96,255 1985 CRANBURY, NJ 606,700 31,467 395,100 243,067 638,167 104,921 1985 HILLSIDE, NJ 225,000 31,552 150,000 106,552 256,552 96,931 1987 SPOTSWOOD, NJ 466,675 69,036 303,500 232,211 535,711 125,706 1985 LONG BRANCH, NJ 514,300 22,951 334,900 202,351 537,251 86,938 1985 ELIZABETH, NJ 405,800 18,881 264,300 160,381 424,681 67,605 1985 BELLEVILLE, NJ 397,700 39,410 259,000 178,110 437,110 85,785 1985 NEPTUNE CITY, NJ 269,600 0 175,600 94,000 269,600 33,528 1985 BASKING RIDGE, NJ 362,172 32,960 200,000 195,132 395,132 109,996 1986 DEPTFORD, NJ 281,200 24,745 183,100 122,845 305,945 57,752 1985 CHERRY HILL, NJ 357,500 13,879 232,800 138,579 371,379 57,079 1985 SEWELL, NJ 551,912 48,485 355,712 244,685 600,397 110,422 1985 FLEMINGTON, NJ 546,742 17,494 346,342 217,894 564,236 85,667 1985 </TABLE> 29
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> WILLIAMSTOWN, NJ 156,879 7,776 130,000 34,655 164,655 34,655 1988 BLACKWOOD, NJ 401,700 36,736 261,600 176,836 438,436 86,557 1985 TRENTON, NJ 684,650 33,275 444,800 273,125 717,925 117,855 1985 LODI, NJ 0 1,037,440 587,823 449,617 1,037,440 111,237 1988 EAST ORANGE, NJ 421,508 37,977 272,100 187,385 459,485 92,210 1985 FREEHOLD, NJ 240,642 0 240,642 240,642 152,629 1995 BELMAR, NJ 630,800 22,371 410,800 242,371 653,171 98,895 1985 MOORESTOWN, NJ 470,100 27,064 306,100 191,064 497,164 84,644 1985 SPRING LAKE, NJ 345,500 42,194 225,000 162,694 387,694 77,204 1985 HILLTOP, NJ 329,500 16,758 214,600 131,658 346,258 56,184 1985 CLIFTON, NJ 301,518 6,413 150,000 157,931 307,931 84,740 1987 SEWELL, NJ 405,800 12,338 264,300 153,838 418,138 61,563 1985 FRANKLIN TWP., NJ 683,000 30,257 444,800 268,457 713,257 114,170 1985 FLEMINGTON, NJ 708,160 33,072 460,500 280,732 741,232 113,992 1985 CLEMENTON, NJ 562,500 27,581 366,300 223,781 590,081 96,543 1985 BRADLEY BEACH, NJ 240,642 0 240,642 240,642 152,629 1995 ASBURY PARK, NJ 418,966 18,038 272,100 164,904 437,004 71,171 1985 MIDLAND PARK, NJ 201,012 4,080 150,000 55,092 205,092 43,006 1989 PATERSON, NJ 619,548 16,765 402,900 233,413 636,313 92,980 1985 FREEHOLD, NJ 450,300 7,822 293,200 164,922 458,122 62,607 1985 OCEAN CITY, NJ 843,700 113,162 549,400 407,462 956,862 215,766 1985 WHITING, NJ 447,199 3,519 167,090 283,628 450,718 282,401 1989 HILLSBOROUGH, NJ 237,122 7,729 100,000 144,851 244,851 56,638 1985 PRINCETON, NJ 703,100 40,615 457,900 285,815 743,715 126,104 1985 NEPTUNE, NJ 455,726 39,090 293,000 201,816 494,816 94,400 1985 NEWARK, NJ 3,086,592 164,432 2,005,800 1,245,224 3,251,024 549,801 1985 OAKHURST, NJ 225,608 46,405 100,608 171,405 272,013 166,628 1985 BELLEVILLE, NJ 215,468 38,163 149,237 104,394 253,631 102,175 1986 PINE HILL, NJ 190,568 39,918 115,568 114,918 230,486 110,328 1986 TUCKERTON, NJ 224,387 132,864 131,018 226,233 357,251 219,350 1987 WEST DEPTFORD, NJ 245,450 50,295 151,053 144,692 295,745 140,127 1987 ATCO, NJ 153,159 85,853 131,766 107,246 239,012 106,399 1987 SOMERVILLE, NJ 252,717 254,230 200,500 306,447 506,947 163,190 1987 CINNAMINSON, NJ 326,501 24,931 176,501 174,931 351,432 171,246 1987 RIDGEFIELD PARK, NJ 273,549 0 150,000 123,549 273,549 72,715 1997 BRICK, NJ 1,507,684 0 1,000,000 507,684 1,507,684 195,111 2000 LAKE HOPATCONG, NJ 1,305,034 0 800,000 505,034 1,305,034 238,824 2000 BERGENFIELD, NJ 381,590 36,271 300,000 117,861 417,861 112,283 1990 ORANGE, NJ 281,200 24,573 183,100 122,673 305,773 57,927 1985 BLOOMFIELD, NJ 695,000 21,021 452,600 263,421 716,021 107,478 1985 IRVINGTON, NJ 271,200 79,011 176,600 173,611 350,211 105,322 1985 UNION, NJ 441,900 36,198 287,800 190,298 478,098 190,298 1985 SCOTCH PLAINS, NJ 331,063 14,455 214,600 130,918 345,518 55,755 1985 NUTLEY, NJ 433,800 48,677 282,500 199,977 482,477 99,630 1985 PLAINFIELD, NJ 470,100 29,975 306,100 193,975 500,075 83,058 1985 MOUNTAINSIDE, NJ 664,100 31,620 431,700 264,020 695,720 108,956 1985 WATCHUNG, NJ 449,900 20,339 293,000 177,239 470,239 73,602 1985 GREEN VILLAGE, NJ 277,900 44,471 127,900 194,471 322,371 188,434 1985 IRVINGTON, NJ 409,700 54,841 266,800 197,741 464,541 105,289 1985 JERSEY CITY, NJ 438,000 51,856 285,200 204,656 489,856 101,176 1985 BLOOMFIELD, NJ 441,900 32,951 287,800 187,051 474,851 86,614 1985 DOVER, NJ 606,700 30,153 395,100 241,753 636,853 102,128 1985 PARLIN, NJ 441,900 29,075 287,800 183,175 470,975 82,875 1985 UNION CITY, NJ 799,500 3,440 520,600 282,340 802,940 102,915 1985 COLONIA, NJ 253,100 3,395 164,800 91,695 256,495 34,890 1985 NORTH BERGEN, NJ 629,527 81,006 409,527 301,006 710,533 152,604 1985 WAYNE, NJ 490,200 21,766 319,200 192,766 511,966 81,206 1985 HASBROUCK HEIGHTS, NJ 639,648 19,648 416,000 243,296 659,296 96,092 1985 COLONIA, NJ 952,200 74,451 620,100 406,551 1,026,651 185,448 1985 OLD BRIDGE, NJ 319,521 24,445 204,621 139,345 343,966 64,184 1985 RIDGEWOOD, NJ 703,100 36,959 457,900 282,159 740,059 118,413 1985 HAWTHORNE, NJ 245,100 10,967 159,600 96,467 256,067 41,463 1985 WAYNE, NJ 474,100 42,926 308,700 208,326 517,026 101,331 1985 WASHINGTON TOWNSHIP, NJ 912,000 21,261 593,900 339,361 933,261 132,200 1985 PARAMUS, NJ 381,700 42,394 248,600 175,494 424,094 88,984 1985 JERSEY CITY, NJ 401,700 43,808 261,600 183,908 445,508 92,902 1985 FORT LEE, NJ 1,245,500 39,408 811,100 473,808 1,284,908 190,569 1985 MONMOUTH BEACH, NJ 133,500 33,987 100,125 67,362 167,487 41,578 1985 AUDUBON, NJ 421,800 12,949 274,700 160,049 434,749 64,885 1985 TRENTON, NJ 337,500 69,461 219,800 187,161 406,961 110,986 1985 STRATFORD, NJ 215,597 0 215,597 215,597 175,817 1995 MAGNOLIA, NJ 329,500 26,488 214,600 141,388 355,988 67,302 1985 BEVERLY, NJ 470,100 24,003 306,100 188,003 494,103 79,301 1985 PISCATAWAY, NJ 269,200 28,232 175,300 122,132 297,432 59,736 1985 </TABLE> 30
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> WEST ORANGE, NJ 799,500 34,733 520,600 313,633 834,233 133,804 1985 ROCKVILLE CENTRE, NY 350,325 315,779 201,400 464,704 666,104 311,552 1985 GLENDALE, NY 368,625 159,763 235,500 292,888 528,388 149,841 1985 BELLAIRE, NY 329,500 73,358 214,600 188,258 402,858 96,573 1985 BROOKLYN, NY 0 178,082 0 178,082 178,082 106,005 1987 BAYSIDE, NY 245,100 202,833 159,600 288,333 447,933 156,179 1985 YONKERS, NY 153,184 67,266 76,592 143,858 220,450 69,546 1987 DOBBS FERRY, NY 670,575 33,706 434,300 269,981 704,281 114,496 1985 NORTH MERRICK, NY 510,350 141,506 332,200 319,656 651,856 157,501 1985 GREAT NECK, NY 500,000 24,468 450,000 74,468 524,468 73,652 1985 GLEN HEAD, NY 462,468 45,355 300,900 206,923 507,823 102,051 1985 GARDEN CITY, NY 361,600 33,774 235,500 159,874 395,374 76,113 1985 HEWLETT, NY 490,200 85,618 319,200 256,618 575,818 103,418 1985 EAST HILLS, NY 241,613 21,070 241,613 21,070 262,683 19,605 1986 YONKERS, NY 111,300 80,000 65,000 126,300 191,300 106,675 1988 LEVITTOWN, NY 502,757 42,113 327,000 217,870 544,870 101,920 1985 LEVITTOWN, NY 546,400 113,057 355,800 303,657 659,457 139,424 1985 ST. ALBANS, NY 329,500 87,250 214,600 202,150 416,750 112,714 1985 RIDGEWOOD, NY 278,372 38,578 277,606 39,344 316,950 18,800 1986 BROOKLYN, NY 626,700 282,677 408,100 501,277 909,377 281,098 1985 BROOKLYN, NY 476,816 272,765 306,100 443,481 749,581 241,283 1985 SYOSSET, NY 139,686 37,407 65,982 111,111 177,093 105,251 1986 SEAFORD, NY 325,400 83,257 211,900 196,757 408,657 81,711 1985 BAYSIDE, NY 470,100 246,576 306,100 410,576 716,676 205,310 1985 BAY SHORE, NY 188,900 26,286 123,000 92,186 215,186 46,989 1985 ELMONT, NY 360,056 90,633 224,156 226,533 450,689 95,923 1985 WHITE PLAINS, NY 258,600 60,120 164,800 153,920 318,720 82,792 1985 SCARSDALE, NY 257,100 102,632 167,400 192,332 359,732 110,647 1985 EASTCHESTER, NY 614,700 34,500 400,300 248,900 649,200 108,468 1985 NEW ROCHELLE, NY 337,500 51,741 219,800 169,441 389,241 82,981 1985 BROOKLYN, NY 421,800 270,436 274,700 417,536 692,236 228,440 1985 COMMACK, NY 321,400 25,659 209,300 137,759 347,059 64,171 1985 SAG HARBOR, NY 703,600 36,012 458,200 281,412 739,612 123,286 1985 EAST HAMPTON, NY 659,127 39,313 427,827 270,613 698,440 115,011 1985 MASTIC, NY 313,400 110,180 204,100 219,480 423,580 149,165 1985 BRONX, NY 390,200 329,357 251,100 468,457 719,557 247,390 1985 YONKERS, NY 1,020,400 61,875 664,500 417,775 1,082,275 180,859 1985 GLENVILLE, NY 343,723 98,299 219,800 222,222 442,022 129,557 1985 YONKERS, NY 202,826 42,877 144,000 101,703 245,703 74,573 1986 MINEOLA, NY 341,500 34,411 222,400 153,511 375,911 74,758 1985 NEW YORK, NY 0 164,351 0 164,351 164,351 104,542 1989 ALBANY, NY 404,888 104,378 261,600 247,666 509,266 151,540 1985 LONG ISLAND CITY, NY 1,646,307 259,443 1,071,500 834,250 1,905,750 459,092 1985 ALBANY, NY 142,312 36,831 91,600 87,543 179,143 54,811 1985 RENSSELAER, NY 1,653,500 514,444 1,076,800 1,091,144 2,167,944 720,135 1985 RENSSELAER, NY 683,781 0 286,504 397,277 683,781 44,561 2004 PORT JEFFERSON, NY 400,725 63,743 259,000 205,468 464,468 111,525 1985 SALT POINT, NY 0 554,243 301,775 252,468 554,243 73,070 1987 ROTTERDAM, NY 140,600 100,399 91,600 149,399 240,999 105,404 1985 OSSINING, NY 231,100 44,049 149,200 125,949 275,149 67,083 1985 ELLENVILLE, NY 233,000 53,690 151,700 134,990 286,690 76,604 1985 CHATHAM, NY 349,133 131,805 225,000 255,938 480,938 160,832 1985 HYDE PARK, NY 253,100 12,015 164,800 100,315 265,115 42,790 1985 SHRUB OAK, NY 1,060,700 81,807 690,700 451,807 1,142,507 202,953 1985 NEW YORK, NY 0 229,435 0 229,435 229,435 165,095 1985 BROOKLYN, NY 237,100 125,067 154,400 207,767 362,167 104,151 1985 STATEN ISLAND, NY 301,300 288,603 196,200 393,703 589,903 222,202 1985 STATEN ISLAND, NY 357,904 39,588 230,300 167,192 397,492 84,227 1985 STATEN ISLAND, NY 349,500 176,590 227,600 298,490 526,090 160,195 1985 BRONX, NY 93,817 120,396 67,200 147,013 214,213 111,717 1985 BRONX, NY 104,130 360,410 90,000 374,540 464,540 267,526 1985 OZONE PARK, NY 0 193,968 0 193,968 193,968 109,060 1986 MT. VERNON, NY 117,440 37,529 72,440 82,529 154,969 78,081 1985 PELHAM MANOR, NY 136,791 78,987 75,000 140,778 215,778 131,331 1985 EAST MEADOW, NY 425,000 86,005 325,000 186,005 511,005 129,764 1986 STATEN ISLAND, NY 389,700 88,922 253,800 224,822 478,622 130,851 1985 MERRICK, NY 477,498 77,925 240,764 314,659 555,423 115,201 1987 MASSAPEQUA, NY 333,400 53,696 217,100 169,996 387,096 92,976 1985 TROY, NY 225,000 60,569 146,500 139,069 285,569 75,190 1985 BALDWIN, NY 290,923 5,007 151,280 144,650 295,930 43,391 1986 NEW YORK, NY 0 605,891 0 605,891 605,891 356,538 1986 MIDDLETOWN, NY 751,200 166,411 489,200 428,411 917,611 185,653 1985 OCEANSIDE, NY 313,400 88,863 204,100 198,163 402,263 83,096 1985 WANTAGH, NY 261,814 85,758 175,000 172,572 347,572 108,736 1985 </TABLE> 31
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> NORTHPORT, NY 241,100 33,036 157,000 117,136 274,136 61,896 1985 BALLSTON, NY 160,000 134,021 110,000 184,021 294,021 179,668 1986 BALLSTON SPA, NY 210,000 105,073 100,000 215,073 315,073 208,249 1986 COLONIE, NY 245,150 28,322 120,150 153,322 273,472 148,166 1986 DELMAR, NY 150,000 42,478 70,000 122,478 192,478 116,544 1986 ELLENVILLE, NY 170,000 72,869 70,000 172,869 242,869 154,053 1986 FORT EDWARD, NY 225,000 65,739 150,000 140,739 290,739 135,102 1986 FT. PLAIN, NY 122,008 43,370 72,008 93,370 165,378 78,953 1986 QUEENSBURY, NY 225,000 105,592 165,000 165,592 330,592 158,231 1986 GLOVERSVILLE, NY 200,000 52,696 100,000 152,696 252,696 147,137 1986 HALFMOON, NY 415,000 205,598 228,100 392,498 620,598 372,534 1986 HANCOCK, NY 100,000 109,470 50,000 159,470 209,470 151,051 1986 HYDE PARK, NY 300,000 59,198 175,000 184,198 359,198 172,474 1986 LATHAM, NY 275,000 68,160 150,000 193,160 343,160 180,337 1986 MALTA, NY 190,000 91,726 65,000 216,726 281,726 205,687 1986 MELROSE, NY 105,000 69,624 55,000 119,624 174,624 108,252 1986 MILLERTON, NY 175,000 123,063 100,000 198,063 298,063 176,236 1986 NEW WINDSOR, NY 150,000 94,791 75,000 169,791 244,791 147,508 1986 NISKAYUNA, NY 425,000 35,421 275,000 185,421 460,421 177,707 1986 PLEASANT VALLEY, NY 398,497 115,129 240,000 273,626 513,626 194,806 1986 POUGHKEEPSIE, NY 250,000 82,485 150,000 182,485 332,485 162,997 1986 POUGHKEEPSIE, NY 175,000 0 175,000 0 175,000 0 1986 QUEENSBURY, NY 230,000 65,245 155,000 140,245 295,245 127,526 1986 ROTTERDAM, NY 132,287 166,077 298,364 298,364 220,878 1995 SCHENECTADY, NY 225,000 298,103 150,000 373,103 523,103 362,020 1986 S. GLENS FALLS, NY 325,000 58,892 225,000 158,892 383,892 158,892 1986 TROY, NY 175,000 65,690 75,000 165,690 240,690 150,572 1986 HUDSON FALLS, NY 190,000 55,750 65,000 180,750 245,750 168,689 1986 ALBANY, NY 206,620 87,949 81,620 212,949 294,569 203,716 1986 NEWBURGH, NY 430,766 25,850 150,000 306,616 456,616 294,232 1989 JERICHO, NY 0 358,373 0 358,373 358,373 191,379 1998 CATSKILL, NY 321,446 0 125,000 196,446 321,446 26,514 2004 CATSKILL, NY 305,285 99,076 203,523 200,838 404,361 200,838 1989 GREENVILLE, NY 77,153 105,325 77,152 105,326 182,478 96,799 1989 QUARRYVILLE, NY 35,917 168,199 35,916 168,200 204,116 157,852 1988 MENANDS, NY 150,580 60,563 49,999 161,144 211,143 143,071 1988 BREWSTER, NY 302,564 44,393 142,564 204,393 346,957 198,261 1988 VALATIE, NY 165,590 394,981 90,829 469,742 560,571 384,981 1989 CAIRO, NY 191,928 142,895 46,650 288,173 334,823 276,294 1988 RED HOOK, NY 0 226,787 0 226,787 226,787 216,946 1991 WEST TAGHKANIC, NY 202,750 117,540 121,650 198,640 320,290 127,310 1986 RAVENA, NY 0 199,900 0 199,900 199,900 189,341 1991 SAYVILLE, NY 528,225 0 300,000 228,225 528,225 76,836 1998 WANTAGH, NY 640,680 0 370,200 270,480 640,680 91,059 1998 CENTRAL ISLIP, NY 572,244 0 357,500 214,744 572,244 72,187 1998 FLUSHING, NY 516,110 0 320,125 195,985 516,110 65,811 1998 NORTH LINDENHURST, NY 341,530 0 192,000 149,530 341,530 50,256 1998 WYANDANCH, NY 453,131 0 279,500 173,631 453,131 58,307 1998 NEW ROCHELLE, NY 415,180 0 251,875 163,305 415,180 54,648 1998 FLORAL PARK, NY 616,700 0 356,400 260,300 616,700 87,504 1998 RIVERHEAD, NY 723,346 0 431,700 291,646 723,346 98,042 1998 AMHERST, NY 223,009 0 173,451 49,558 223,009 23,518 2000 BUFFALO, NY 312,426 0 150,888 161,538 312,426 57,798 2000 KENMORE, NY 160,000 0 110,000 50,000 160,000 14,833 2000 GRAND ISLAND, NY 350,849 0 247,348 103,501 350,849 43,914 2000 HAMBURG, NY 294,031 0 163,906 130,125 294,031 38,603 2000 LACKAWANNA, NY 250,030 0 129,870 120,160 250,030 44,538 2000 LEWISTON, NY 205,000 0 125,000 80,000 205,000 23,733 2000 TONAWANDA, NY 189,296 0 147,122 42,174 189,296 12,512 2000 TONAWANDA, NY 304,762 11,493 211,337 104,918 316,255 31,127 2000 WEST SENECA, NY 257,142 0 184,385 72,757 257,142 21,589 2000 WILLIAMSVILLE, NY 211,972 0 176,643 35,329 211,972 10,480 2000 ALFRED STATION, NY 714,108 0 414,108 300,000 714,108 10,000 2006 AVOCA, NY 935,543 0 634,543 301,000 935,543 10,000 2006 BATAVIA, NY 684,279 0 364,279 320,000 684,279 10,667 2006 BYRON, NY 969,117 0 669,117 300,000 969,117 10,000 2006 CASTILE, NY 307,196 0 132,196 175,000 307,196 5,833 2006 CHURCHVILLE, NY 1,011,381 0 601,381 410,000 1,011,381 13,667 2006 EAST PEMBROKE, NY 787,465 0 537,465 250,000 787,465 8,333 2006 FRIENDSHIP, NY 392,517 0 42,517 350,000 392,517 11,667 2006 NAPLES, NY 1,257,487 0 827,487 430,000 1,257,487 14,333 2006 ROCHESTER, NY 559,049 0 159,049 400,000 559,049 13,333 2006 PERRY, NY 1,443,847 0 1,043,847 400,000 1,443,847 13,333 2006 PRATTSBURG, NY 553,136 0 303,136 250,000 553,136 8,333 2006 </TABLE> 32
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> SAVONA, NY 1,314,135 0 964,136 349,999 1,314,135 11,667 2006 WARSAW, NY 990,259 0 690,259 300,000 990,259 10,000 2006 WELLSVILLE, NY 247,281 0 0 247,281 247,281 8,243 2006 ROCHESTER, NY 823,031 0 273,031 550,000 823,031 18,510 2006 PHILADELPHIA, PA 687,000 25,017 447,400 264,617 712,017 107,255 1985 PHILADELPHIA, PA 237,100 205,495 154,400 288,195 442,595 153,239 1985 ALLENTOWN, PA 357,500 76,385 232,800 201,085 433,885 93,428 1985 NORRISTOWN, PA 241,300 78,419 157,100 162,619 319,719 75,872 1985 BRYN MAWR, PA 221,000 59,832 143,900 136,932 280,832 80,861 1985 CONSHOHOCKEN, PA 261,100 77,885 170,000 168,985 338,985 98,531 1985 PHILADELPHIA, PA 281,200 34,285 183,100 132,385 315,485 66,681 1985 HUNTINGDON VALLEY, PA 421,800 36,439 274,700 183,539 458,239 86,193 1985 FEASTERVILLE, PA 510,200 160,144 332,200 338,144 670,344 192,755 1985 PHILADELPHIA, PA 285,200 65,498 185,700 164,998 350,698 91,830 1985 PHILADELPHIA, PA 289,300 50,010 188,400 150,910 339,310 82,517 1985 PHILADELPHIA, PA 405,800 221,269 264,300 362,769 627,069 218,927 1985 PHILADELPHIA, PA 417,800 210,406 272,100 356,106 628,206 174,418 1985 PHILADELPHIA, PA 369,600 276,720 240,700 405,620 646,320 236,507 1985 HATBORO, PA 285,200 61,979 185,700 161,479 347,179 94,369 1985 HAVERTOWN, PA 402,000 22,660 253,800 170,860 424,660 83,302 1985 MEDIA, PA 326,195 24,082 191,000 159,277 350,277 92,661 1985 PHILADELPHIA, PA 389,700 28,006 253,800 163,906 417,706 75,407 1985 MILMONT PARK, PA 343,093 32,840 222,400 153,533 375,933 75,677 1985 PHILADELPHIA, PA 341,500 224,647 222,400 343,747 566,147 182,709 1985 ALDAN, PA 281,200 45,539 183,100 143,639 326,739 73,869 1985 BRISTOL, PA 430,500 82,981 280,000 233,481 513,481 129,473 1985 TREVOSE, PA 215,214 16,382 150,000 81,596 231,596 63,021 1987 HAVERTOWN, PA 265,200 24,500 172,700 117,000 289,700 53,517 1985 ABINGTON, PA 309,300 43,696 201,400 151,596 352,996 77,571 1985 HATBORO, PA 289,300 61,371 188,400 162,271 350,671 91,511 1985 CLIFTON HGTS., PA 428,201 63,403 256,400 235,204 491,604 142,929 1985 ALDAN, PA 433,800 21,152 282,500 172,452 454,952 72,898 1985 SHARON HILL, PA 411,057 39,574 266,800 183,831 450,631 90,408 1985 MEDIA, PA 474,100 5,055 308,700 170,455 479,155 64,049 1985 ROSLYN, PA 349,500 173,661 227,600 295,561 523,161 201,002 1985 CLIFTON HGTS, PA 213,000 46,824 138,700 121,124 259,824 67,944 1985 PHILADELPHIA, PA 369,600 273,642 240,700 402,542 643,242 261,518 1985 MORRISVILLE, PA 377,600 33,522 245,900 165,222 411,122 78,761 1985 PHILADELPHIA, PA 302,999 220,313 181,497 341,815 523,312 262,548 1985 PHOENIXVILLE, PA 413,800 17,561 269,500 161,861 431,361 68,230 1985 LANGHORNE, PA 122,202 69,328 50,000 141,530 191,530 90,507 1987 POTTSTOWN, PA 430,000 48,854 280,000 198,854 478,854 100,483 1985 BOYERTOWN, PA 233,000 5,373 151,700 86,673 238,373 34,371 1985 QUAKERTOWN, PA 379,111 89,812 243,300 225,623 468,923 128,501 1985 SOUDERTON, PA 381,700 172,170 248,600 305,270 553,870 168,817 1985 LANSDALE, PA 243,844 200,458 243,844 200,458 444,302 104,635 1985 CHALFONT, PA 296,500 12,019 193,100 115,419 308,519 48,899 1985 FURLONG, PA 175,300 151,150 175,300 151,150 326,450 88,749 1985 DOYLESTOWN, PA 405,800 32,659 264,300 174,159 438,459 81,164 1985 PENNDEL, PA 137,429 31,015 90,000 78,444 168,444 64,109 1988 WEST CHESTER, PA 421,800 21,935 274,700 169,035 443,735 73,609 1985 NORRISTOWN, PA 175,300 120,786 175,300 120,786 296,086 58,471 1985 TRAPPE, PA 377,600 44,509 245,900 176,209 422,109 90,466 1985 GETTYSBURG, PA 157,602 28,530 67,602 118,530 186,132 117,483 1986 PARADISE, PA 132,295 151,188 102,295 181,188 283,483 122,854 1986 LINWOOD, PA 171,518 22,371 102,968 90,921 193,889 87,912 1987 YORK, PA 0 401,771 152,470 249,301 401,771 25,761 1987 READING, PA 750,000 49,125 0 799,125 799,125 784,263 1989 ELKINS PARK, PA 275,171 17,524 200,000 92,695 292,695 90,092 1990 NEW OXFORD, PA 1,044,707 13,500 18,687 1,039,520 1,058,207 663,851 1996 HANOVER, PA 108,435 417,763 108,435 417,763 526,198 409,334 1958 GLEN ROCK, PA 20,442 166,633 20,442 166,633 187,075 137,338 1961 BOILING SPRINGS, PA 14,792 167,641 14,792 167,641 182,433 142,973 1961 NORTH KINGSTOWN, RI 211,835 25,971 89,135 148,671 237,806 145,434 1985 MIDDLETOWN, RI 306,710 16,364 176,710 146,364 323,074 144,777 1987 WARWICK, RI 376,563 39,933 205,889 210,607 416,496 207,271 1989 PROVIDENCE, RI 231,372 191,647 150,392 272,627 423,019 111,186 1991 EAST PROVIDENCE, RI 2,297,435 568,241 1,495,700 1,369,976 2,865,676 516,433 1985 ASHAWAY, RI 618,609 0 402,096 216,513 618,609 18,766 2004 EAST PROVIDENCE, RI 309,950 49,546 202,050 157,446 359,496 82,636 1985 PAWTUCKET, RI 212,775 161,188 118,860 255,103 373,963 197,944 1986 WARWICK, RI 434,752 24,730 266,800 192,682 459,482 100,236 1985 CRANSTON, RI 466,100 12,576 303,500 175,176 478,676 69,710 1985 PAWTUCKET, RI 237,100 2,990 154,400 85,690 240,090 32,487 1985 </TABLE> 33
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> BARRINGTON, RI 490,200 213,866 319,200 384,866 704,066 231,313 1985 WARWICK, RI 253,100 34,400 164,800 122,700 287,500 61,316 1985 N. PROVIDENCE, RI 542,400 61,717 353,200 250,917 604,117 127,634 1985 EAST PROVIDENCE, RI 486,675 13,947 316,600 184,022 500,622 73,302 1985 WAKEFIELD, RI 413,800 39,616 269,500 183,916 453,416 79,419 1985 READING, PA 34,620 121,446 10,433 145,633 156,066 113,855 1990 EPHRATA, PA 183,477 96,937 136,809 143,605 280,414 111,513 1990 DAUPHIN, PA 156,076 6,025 134,167 27,934 162,101 27,934 1990 DOUGLASSVILLE, PA 178,488 23,321 154,738 47,071 201,809 43,190 1990 YORK, PA 170,304 390 134,946 35,748 170,694 35,748 1990 GETTYSBURG, PA 170,642 7,230 134,111 43,761 177,872 40,803 1990 POTTSVILLE, PA 162,402 82,769 43,471 201,700 245,171 179,331 1990 POTTSVILLE, PA 451,360 19,361 147,740 322,981 470,721 313,661 1990 LANCASTER, PA 208,677 24,347 78,254 154,770 233,024 154,770 1989 BETHLEHEM, PA 208,677 42,927 130,423 121,181 251,604 117,042 1989 EASTON, PA 113,086 199,385 0 312,471 312,471 250,358 1989 BETHLEHEM, PA 115,636 97,776 0 213,412 213,412 185,667 1989 LANCASTER, PA 642,000 17,993 300,000 359,993 659,993 359,993 1989 HAMBURG, PA 219,280 75,745 130,423 164,602 295,025 148,477 1989 READING, PA 182,592 82,812 104,338 161,066 265,404 137,667 1989 MOUNTVILLE, PA 195,635 19,506 78,254 136,887 215,141 136,887 1989 EBENEZER, PA 147,058 88,474 68,804 166,728 235,532 133,923 1989 BETHLEHEM, PA 130,423 88,995 52,169 167,249 219,418 134,579 1989 INTERCOURSE, PA 311,503 81,287 157,801 234,989 392,790 83,570 1989 REINHOLDS, PA 176,520 83,686 82,017 178,189 260,206 139,588 1989 COLUMBIA, PA 225,906 13,206 75,000 164,112 239,112 124,981 1989 OXFORD, PA 191,449 118,321 65,212 244,558 309,770 203,604 1989 POTTSTOWN, PA 166,236 16,010 71,631 110,615 182,246 85,816 1989 EPHRATA, PA 208,604 52,826 30,000 231,430 261,430 149,467 1989 ROBESONIA, PA 225,913 102,802 70,000 258,715 328,715 201,486 1989 KENHORST, PA 143,466 94,592 65,212 172,846 238,058 143,127 1989 NEFFSVILLE, PA 234,761 45,637 91,296 189,102 280,398 182,880 1989 LEOLA, PA 262,890 102,007 131,189 233,708 364,897 85,525 1989 EPHRATA, PA 187,843 9,400 65,212 132,031 197,243 130,848 1989 SHREWSBURY, PA 132,993 126,898 52,832 207,059 259,891 162,078 1989 RED LION, PA 221,719 29,788 52,169 199,338 251,507 196,611 1989 READING, PA 129,284 137,863 65,352 201,795 267,147 147,328 1989 ROTHSVILLE, PA 169,550 25,188 52,169 142,569 194,738 142,569 1989 HANOVER, PA 231,028 13,252 70,000 174,280 244,280 141,573 1989 LANCASTER, PA 156,507 19,215 52,169 123,553 175,722 123,553 1989 HARRISBURG, PA 399,016 347,590 198,740 547,866 746,606 312,196 1989 ADAMSTOWN, PA 213,424 108,844 100,000 222,268 322,268 146,855 1989 LANCASTER, PA 308,964 83,443 104,338 288,069 392,407 262,132 1989 NEW HOLLAND, PA 313,015 106,839 143,465 276,389 419,854 241,080 1989 CHRISTIANA, PA 182,593 11,178 65,212 128,559 193,771 128,559 1989 WYOMISSING HILLS, PA 319,320 113,176 76,074 356,422 432,496 320,658 1989 LAURELDALE, PA 262,079 15,550 86,941 190,688 277,629 186,234 1989 REIFFTON, PA 338,250 5,295 43,470 300,075 343,545 300,075 1989 W.READING, PA 790,432 68,726 387,641 471,517 859,158 453,087 1989 ARENDTSVILLE, PA 173,759 101,020 32,603 242,176 274,779 210,970 1989 MOHNTON, PA 317,228 56,374 66,425 307,177 373,602 285,707 1989 MCCONNELLSBURG, PA 155,367 145,616 69,915 231,068 300,983 111,307 1989 BLACKSBURG, VA 23,644 206,308 0 229,952 229,952 138,338 1990 ROANOKE, VA 91,281 206,221 0 297,502 297,502 204,605 1990 STANLEYTOWN, VA 29,750 130,167 0 159,917 159,917 108,304 1990 ROANOKE, VA 30,000 142,340 0 172,340 172,340 124,732 1990 RICHMOND, VA 120,818 167,895 0 288,713 288,713 220,945 1990 DALEVILLE, VA 36,123 122,998 0 159,121 159,121 111,082 1990 CHESAPEAKE, VA* 1,184,759 25,382 604,983 605,158 1,210,141 85,292 1990 PORTSMOUTH, VA 562,255 17,106 221,610 357,751 579,361 351,599 1990 NORFOLK, VA 534,910 6,050 310,630 230,330 540,960 230,330 1990 CHESAPEAKE, VA 883,685 26,247 325,508 584,424 909,932 576,242 1990 ASHLAND, VA 839,997 0 839,997 0 839,997 0 2005 FARMVILLE, VA 1,226,505 0 621,505 605,000 1,226,505 42,350 2005 FREDERICKSBURG, VA 1,279,280 0 469,280 810,000 1,279,280 56,700 2005 FREDERICKSBURG, VA 1,715,914 0 995,914 720,000 1,715,914 50,400 2005 FREDERICKSBURG, VA 1,289,425 0 798,444 490,981 1,289,425 51,630 2005 FREDERICKSBURG, VA 3,623,228 0 2,828,228 795,000 3,623,228 55,650 2005 GLEN ALLEN, VA 1,036,585 0 411,585 625,000 1,036,585 43,750 2005 GLEN ALLEN, VA 1,077,402 0 322,402 755,000 1,077,402 52,850 2005 KING GEORGE, VA 293,638 0 293,638 0 293,638 0 2005 KING WILLIAM, VA 1,687,540 0 1,067,540 620,000 1,687,540 43,400 2005 MECHANICSVILLE, VA 1,124,769 0 504,769 620,000 1,124,769 43,400 2005 MECHANICSVILLE, VA 902,892 0 272,892 630,000 902,892 44,100 2005 </TABLE> 34
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> MECHANICSVILLE, VA 1,476,043 0 876,043 600,000 1,476,043 42,000 2005 MECHANICSVILLE, VA 957,418 0 324,158 633,260 957,418 72,099 2005 MECHANICSVILLE, VA 193,088 0 193,088 0 193,088 0 2005 MECHANICSVILLE, VA 1,677,065 0 1,157,065 520,000 1,677,065 36,400 2005 MECHANICSVILLE, VA 1,042,870 0 222,870 820,000 1,042,870 57,400 2005 MONTPELIER, VA 2,480,686 0 1,725,686 755,000 2,480,686 52,850 2005 PETERSBURG, VA 1,441,374 0 816,374 625,000 1,441,374 43,750 2005 RICHMOND, VA 1,131,878 0 546,878 585,000 1,131,878 40,950 2005 RUTHER GLEN, VA 466,341 0 31,341 435,000 466,341 30,450 2005 SANDSTON, VA 721,651 0 101,651 620,000 721,651 43,400 2005 SPOTSYLVANIA, VA 1,290,239 0 490,239 800,000 1,290,239 56,000 2005 CHESAPEAKE, VA 1,026,115 7,149 407,026 626,238 1,033,264 624,064 1990 BENNINGTON, VT 309,300 154,480 201,400 262,380 463,780 123,319 1985 JACKSONVILLE, FL 559,514 0 296,434 263,080 559,514 78,045 2000 JACKSONVILLE, FL 485,514 0 388,434 97,080 485,514 28,798 2000 JACKSONVILLE, FL 196,764 0 114,434 82,330 196,764 24,423 2000 JACKSONVILLE, FL 201,477 0 117,907 83,570 201,477 24,793 2000 JACKSONVILLE, FL 545,314 0 256,434 288,880 545,314 85,699 2000 ORLANDO, FL 867,515 0 401,435 466,080 867,515 138,268 2000 MISCELLANEOUS INVESTMENTS 6,792,181 12,252,325 3,668,780 15,375,726 19,044,506 13,685,540 ------------ ----------- ------------ ------------ ------------ ------------ $300,889,237 $82,668,763 $180,409,000 $203,149,000 $383,558,000 $116,089,000 ============ =========== ============ ============ ============ ============ </TABLE> - ---------- (1) Initial cost of leasehold or acquisition investment to company represents the aggregate of the cost incurred during the year in which the company purchased the property for owned properties or purchased a leasehold interest in leased properties. Cost capitalized subsequent to initial investment also includes investments made in previously leased properties prior to their acquisition. (2) The aggregate cost for federal income tax purposes was approximately $287,467,000 at December 31, 2006. 35
EXHIBIT INDEX GETTY REALTY CORP. Annual Report on Form 10-K for the year ended December 31, 2006 <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- ----------- <S> <C> <C> 2.1 Agreement and Plan of Reorganization and Merger, dated as Filed as Exhibit 2.1 to Company's Registration Statement of December 16, 1997 (the "Merger Agreement") by and among on Form S-4, filed on January 12, 1998 (File No. Getty Realty Corp., Power Test Investors Limited 333-44065), included as Appendix A To the Joint Proxy Partnership and CLS General Partnership Corp. Statement/Prospectus that is a part thereof, and incorporated herein by reference. 3.1 Articles of Incorporation of Getty Realty Holding Corp. Filed as Exhibit 3.1 to Company's Registration Statement ("Holdings"), now known as Getty Realty Corp., filed on Form S-4, filed on January 12, 1998 (File No. December 23, 1997. 333-44065), included as Appendix D. to the Joint Proxy/Prospectus that is a part thereof, and incorporated herein by reference. 3.2 Articles Supplementary to Articles of Incorporation of Filed as Exhibit 3.2 to Company's Annual Report on Form Holdings, filed January 21, 1998. 10-K for the fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated herein by reference. 3.3 By-Laws of Getty Realty Corp. Filed as Exhibit 3.3 to Company's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-13777) and incorporated herein by reference. 3.4 Articles of Amendment of Holdings, changing its name to Filed as Exhibit 3.4 to Company's Annual Report on Form Getty Realty Corp., filed January 30, 1998. 10-K for the fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated herein by reference. 3.5 Amendment to Articles of Incorporation of Holdings, filed Filed as Exhibit 99.2 to Company's Current Report on August 1, 2001. Form 8-K dated August 1, 2001 (File No. 001-13777) and incorporated herein by reference. 4.1 Dividend Reinvestment/Stock Purchase Plan. Filed under the heading "Description of Plan" on pages 4 through 17 to Company's Registration Statement on Form S-3D, filed on April 22, 2004 (File No.333-114730) and incorporated herein by reference. 10.1* Retirement and Profit Sharing Plan (amended and restated as Filed as Exhibit 10.2(b) to Company's Annual Report on of September 19, 1996), adopted by the Company on December Form 10-K for the fiscal year ended January 31, 1997. 16, 1997. (File No. 1-8059) and incorporated herein by reference. 10.1(a)* Retirement and Profit Sharing (amended and restated as of Filed as Exhibit 10.1(a) to Company's Annual Report on January 1, 2002), adopted by the Company on September 3, Form 10-K for the year ended December 31, 2002 (File No. 2002. 001-13777) and incorporated herein by reference. 10.2* 1998 Stock Option Plan, effective as of January 30, 1998. Filed as Exhibit 10.1 to Company's Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333-44065), included as Appendix H to the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference. 10.3 Asset Purchase Agreement among Power Test Corp. (now known Filed as Exhibit 2(a) to the Current Report on Form 8-K as Getty Properties Corp.), Texaco Inc., Getty Oil Company of Power Test Corp., filed February 19, 1985 (File No. and Getty Refining and Marketing Company, dated as of 1-8059) and incorporated herein by reference. December 21, 1984. 10.4 Trademark License Agreement among Power Test Corp., Texaco Filed as Exhibit 2(b) to the Current Report on Form 8-K Inc., Getty Oil Company and Getty Refining and Marketing of Power Test Corp., filed February 19, 1985 (File No. Company, dated as of February 1, 1985. 1-8059) and incorporated herein by reference. </TABLE> 36
<TABLE> <S> <C> <C> 10.5* Form of Indemnification Agreement between the Company and Filed as Exhibit 10.15 to Company's Annual Report on its directors. Form 10-K for the fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated herein by reference. 10.6* Supplemental Retirement Plan for Executives of the Company Filed as Exhibit 10.22 to the Annual Report on Form 10-K (then known as Getty Petroleum Corp.) and Participating for the fiscal year ended January 31, 1990 (File No. Subsidiaries (adopted by the Company on December 16, 1997). 1-8059) of Getty Petroleum Corp. and incorporated herein by reference. 10.7* Form of Agreement dated December 9, 1994 between Getty Filed as Exhibit 10.23 to the Annual Report on Form 10-K Petroleum Corp. and its non-director officers and certain for the fiscal year ended January 31, 1995 (File No. key employees regarding compensation upon change in control. 1-8059) of Getty Petroleum Corp. and incorporated herein by reference. 10.8* Form of Agreement dated as of March 7, 1996 amending Filed as Exhibit 10.27 to the Annual Report on Form 10-K Agreement dated as of December 9, 1994 between Getty for the fiscal year ended January 31, 1996 (File No. Petroleum Corp. (now known as Getty Properties Corp.) and 1-8059) of Getty Petroleum Corp. and incorporated herein its non-director officers and certain key employees by reference. regarding compensation upon change in control (See Exhibit 10.11). 10.9* Form of letter from Getty Petroleum Corp. dated April 8, Filed as Exhibit 10.19 to Company's Annual Report on 1997, confirming that a change of control event had Form 10-K for the fiscal year ended January 31, 1998 occurred pursuant to the change of control agreements. (See (File No. 001-13777) and incorporated herein by Exhibits 10.7 and 10.8). reference. 10.10* Form of Agreement dated March 9, 1998, from the Company to Filed as Exhibit 10.20 to Company's Annual Report on certain officers and key employees, adopting the prior Form 10-K for the fiscal year ended January 31, 1998 change of control agreements, as amended, and further (File No. 001-13777) and incorporated and incorporated amending those agreements. (See Exhibits 10.7, 10.8 and herein by reference. 10.9). 10.11 Form of Reorganization and Distribution Agreement between Filed as Exhibit 10.29 to the Annual Report on Form 10-K Getty Petroleum Corp. (now known as Getty Properties Corp.) for the fiscal year ended January 31, 1997 (File No. and Getty Petroleum Marketing Inc. dated as of February 1, 1-8059) of Getty Petroleum Corp. and incorporated herein 1997. by reference. 10.12 Form of Tax Sharing Agreement between Getty Petroleum Corp Filed as Exhibit 10.32 to the Annual Report on Form 10-K (now known as Getty. Properties Corp.) and Getty Petroleum for the fiscal year ended January 31, 1997 (File No. Marketing Inc. 1-8059) of Getty Petroleum Corp. and incorporated herein by reference. 10.13* Form of Stock Option Reformation Agreement made and entered Filed as Exhibit 10.33 to the Annual Report on Form 10-K into as of March 21, 1997 by and between Getty Petroleum for the fiscal year ended January 31, 1997 (File No. Corp. (now known as Getty Properties Corp.) and Getty 1-8059) of Getty Petroleum Corp. and incorporated herein Petroleum Marketing Inc. by reference. 10.14 Consolidated, Amended and Restated Master Lease Agreement Filed as Exhibit 10.21(a) to Company's Quarterly Report dated November 2, 2000 between Getty Properties Corp. and on Form 10-Q dated December 15, 2000 (File No. Getty Petroleum Marketing Inc. 001-13777) and incorporated herein by reference. 10.15 Environmental Indemnity Agreement dated November 2, 2000 Filed as Exhibit 10.30 to Company's Quarterly Report on between Getty Properties Corp. and Getty Petroleum Form 10-Q dated December 15, 2000 (File No. 001-13777) Marketing Inc. and incorporated herein by reference. 10.17 Amended and Restated Trademark License Agreement, dated Filed as Exhibit 10.23(a) to Company's Quarterly Report November 2, 2000, between Getty Properties Corp. and Getty on Form 10-Q dated December 15, 2000 (File No. Petroleum Marketing Inc. 001-13777) and incorporated herein by reference. 10.18 Trademark License Agreement, dated November 2, 2000, Filed as Exhibit 10.23(b) to Company's Quarterly Report between Getty (TM) Corp. and Getty Petroleum Marketing Inc. on Form 10-Q dated December 15, 2000 (File No. 001-13777) and incorporated herein by reference. 10.19* 2004 Getty Realty Corp. Omnibus Incentive Compensation Plan. Filed as Appendix B to the Definitive Proxy Statement of Getty Realty Corp., filed April 9, 2004 (File No. 001-13777) and incorporated herein by reference. </TABLE> 37
<TABLE> <S> <C> <C> 10.19.1* Form of restricted stock unit grant award under the 2004 Filed as Exhibit 10.20.1 to the Company's Annual Report Getty Realty Corp. Omnibus Incentive Compensation Plan. on Form 10-K for the year ended December 31,2004 (File No. 001-13777) and incorporated herein by reference. 10.20** Contract for Sale and Purchase between Getty Properties (a) Corp. and various subsidiaries of Trustreet Properties, Inc. dated as of February 6, 2007. 13 Annual Report to Shareholders for the fiscal year ended (b) December 31, 2006. 14 The Getty Realty Corp. Business Conduct Guidelines (Code of Filed as Exhibit 14 to Company's Annual Report on Form Ethics). 10-K for the year ended December 31, 2003 (File No. 001-13777) and incorporated herein by reference. 21 Subsidiaries of the Company. (a) 23 Consent of Independent Registered Public Accounting Firm. (a) 31(i).1 Rule 13a-14(a) Certification of Chief Financial Officer. (a) 31(i).2 Rule 13a-14(a) Certification of Chief Executive Officer. (a) 32.1 Section 1350 Certification of Chief Executive Officer. (a) 32.2 Section 1350 Certification of Chief Financial Officer. (a) </TABLE> (a) Filed herewith. (b) With the exception of information expressly incorporated herein by direct reference thereto, the Annual Report to Shareholders for the fiscal year ended December 31, 2006 is not deemed to be filed as part of this Annual Report on Form 10-K or incorporated therein. (c) Furnished herewith. These certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. Section. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are 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. * Management contract or compensatory plan or arrangement. ** Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, which portions are omitted and filed separately with the Securities and Exchange Commission. 38
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Getty Realty Corp. (Registrant) By: /s/ Thomas J. Stirnweis ------------------------------------ Thomas J. Stirnweis, Vice President, Treasurer and Chief Financial Officer March 15, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Leo Liebowitz By: /s/ Thomas J. Stirnweis --------------------------------- ------------------------------------ Leo Liebowitz Thomas J. Stirnweis Chairman, Chief Executive Officer Vice President, Treasurer and and Director Chief Financial Officer (Principal Executive Officer) (Principal Financial and March 15, 2007 Accounting Officer) March 15, 2007 By: /s/ Milton Cooper By: /s/ Philip E. Coviello --------------------------------- ------------------------------------ Milton Cooper Philip E. Coviello Director Director March 15, 2007 March 15, 2007 By: /s/ Howard Safenowitz --------------------------------- Howard Safenowitz Director March 15, 2007 39