SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934
For the plan year ended December 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the transition period from to
----------------- -------------------
Commission file number 001-13777
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
GETTY REALTY CORP.
125 Jericho Turnpike, Suite 103
Jericho, New York 11753
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2001
Notes to Financial Statements
2. Exhibits: None
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Plan has duly caused this annual report to be signed on
its behalf by the undersigned, hereunto duly authorized.
GETTY REALTY CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 28, 2002
By: Getty Realty Corp.
Retirement Plan Committee
and Plan Administrator
By: /s/ Leo Leibowitz
-----------------------------
Leo Liebowitz
By: /s/ Thomas J. Stirnweis
-----------------------------
Thomas J. Stirnweis
By: /s/ Randi Young Filip
-----------------------------
Randi Young Filip
-3-
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 2001 and 2000
and for the year ended December 31, 2001
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2001 3
Notes to Financial Statements 4 - 10
1
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 2001 and 2000
(in thousands)
2001
----------------------------------------------------------------------------------------------------------
Mass T. Rowe
Mutual Getty MassMutual Destiny Price American
Fixed Core Common ---------------------------------------------- Fidelity New Century
Income Equity Stock Conservative Moderate Aggressive Equity Contrafund Horizons Ultra
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H Fund I Fund J
------ ------ ------ ------------ -------- ---------- ------- ---------- -------- --------
Assets:
Investments, at fair
value (Note 3) $2,236 $ 215 $1,290 $ 26 $ 55 $ 91 $182 $ 166 $ 134 $ 82
Employee loans 0 0 0 0 0 0 0 0 0 0
Contributions
receivable:
Employer 4 2 4 0 1 0 1 2 1 2
Employee 2 0 0 0 0 0 0 1 0 0
------ ------ ------ ---- ---- ----- ---- ------ ------ -----
6 2 4 0 1 0 1 3 1 2
Cash 0 0 6 0 0 0 0 0 0 0
------ ------ ------ ---- ---- ----- ---- ------ ------ -----
Net assets available
for plan benefits $2,242 $ 217 $1,300 $ 26 $ 56 $ 91 $183 $ 169 $ 135 $ 84
====== ====== ====== ==== ==== ===== ==== ====== ====== =====
2001
------------------------------------------------
Schwab S&P 500
Index
Fund M Loans In-Transit Total
-------------- ------ ---------- -------
Assets:
Investments, at fair
value (Note 3) $ 3 $ 0 $ 0 $4,480
Employee loans 0 13 0 13
Contributions
receivable:
Employer 1 0 0 18
Employee 1 0 0 4
------ ----- ---- ------
2 0 0 22
Cash 0 0 8 14
------ ----- ---- ------
Net assets available
for plan benefits
$ 5 $ 13 $ 8 $4,529
====== ===== ==== ======
2000
-----------------------------------------------------------------------------------------------------------
Mass T. Rowe
Mutual Getty MassMutual Destiny Price American
Fixed Core Common ---------------------------------------------- Fidelity New Century
Income Equity Stock Conservative Moderate Aggressive Equity Contrafund Horizons Ultra
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H Fund I Fund J
------ ------ ------ ------------ -------- ---------- ------- ---------- -------- --------
Assets:
Investments, at fair
value (Note 3) $2,305 $388 $817 $25 $59 $84 $210 $134 $98 $131
Employee loans 0 0 0 0 0 0 0 0 0 0
Contributions
receivable:
Employer 2 2 3 0 1 1 1 2 1 1
Employee 1 1 0 0 0 0 0 0 0 1
------ ---- ---- --- --- --- ---- ---- --- ----
3 3 3 0 1 1 1 2 1 2
Cash 0 0 36 0 0 0 0 0 0 0
------ ---- ---- --- --- --- ---- ---- --- ----
Net assets available
for plan benefits $2,308 $391 $856 $25 $60 $85 $211 $136 $99 $133
====== ==== ==== === === === ==== ==== === ====
2000
-----------------------------------------
Loans In-Transit Total
------- ---------- -------
Assets:
Investments, at fair
value (Note 3) $ 0 $ 0 $4,251
Employee loans 14 0 14
Contributions
receivable:
Employer 0 0 14
Employee 0 0 3
----- ---- ------
0 0 17
Cash 0 8 44
----- ---- ------
Net assets available
for plan benefits $ 14 $ 8 $4,326
===== ==== ======
See accompanying notes.
2
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2001
(in thousands)
MassMutual Destiny
Fixed MassMutual Getty -------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
Contributions:
Employer $ 9 $ 7 $ 4 $ 0 $ 2 $ 1 $ 2
Employee 18 11 3 1 4 3 6
------- ------- ------- ------- ------- ------- -------
27 18 7 1 6 4 8
------- ------- ------- ------- ------- ------- -------
Rollovers 74 0 0 0 0 14 3
Investment income:
Interest and dividend income 150 0 277 0 0 0 0
Net investment gain (loss)
from pooled separate accounts 0 (64) 0 0 (5) (12) (34)
Net appreciation (depreciation)
of investments 0 0 238 0 0 0 0
------- ------- ------- ------- ------- ------- -------
150 (64) 515 0 (5) (12) (34)
------- ------- ------- ------- ------- ------- -------
Transfers from (to) other funds, net (317) (128) (13) 0 (5) 0 (5)
Withdrawals 0 0 (65) 0 0 0 0
------- ------- ------- ------- ------- ------- -------
Net additions (reductions) (66) (174) 444 1 (4) 6 (28)
Net assets available for plan
benefits as of January 1, 2001 2,308 391 856 25 60 85 211
------- ------- ------- ------- ------- ------- -------
Net assets available for plan
benefits as of December 31, 2001 $ 2,242 $ 217 $ 1,300 $ 26 $ 56 $ 91 $ 183
======= ======= ======= ======= ======= ======= =======
Fidelity T. Rowe Price American Century Schwab S&P 500
Contrafund New Horizons Ultra Index Fund
Fund H Fund I Fund J Fund M Loans In-transit Total
------ ------ ------ ------ ----- ---------- -----
Contributions:
Employer $ 7 $ 4 $ 4 $ 2 $ 0 $ 0 $ 42
Employee 13 7 10 3 0 0 79
------- ------- ------- ------- ----- ------- -------
20 11 14 5 0 0 121
------- ------- ------- ------- ----- ------- -------
Rollovers 31 27 12 0 0 0 161
Investment income:
Interest and dividend income 0 0 0 0 1 1 429
Net investment gain (loss)
from pooled separate accounts (18) (1) (17) 0 0 0 (151)
Net appreciation (depreciation)
of investments 0 0 0 0 0 0 238
------- ------- ------- ------- ----- ------- -------
(18) (1) (17) 0 1 1 516
------- ------- ------- ------- ----- ------- -------
Transfers from (to) other funds, net 0 (1) (58) 0 (2) 529 0
Withdrawals 0 0 0 0 0 (530) (595)
------- ------- ------- ------- ----- ------- -------
Net additions (reductions) 33 36 (49) 5 (1) 0 203
Net assets available for plan
benefits as of January 1, 2001 136 99 133 0 14 8 4,326
------- ------- ------- ------- ----- ------- -------
Net assets available for plan
benefits as of December 31, 2001 $ 169 $ 135 $ 84 $ 5 $ 13 $ 8 $ 4,529
======= ======= ======= ======= ===== ======= =======
See accompanying notes.
3
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements
1. Description of Plan
The following brief description of the Getty Realty Corp. Retirement
and Profit Sharing Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan Agreement for more complete
information.
The Plan is a defined contribution plan covering all employees age
twenty-one and older of Getty Realty Corp. and its wholly-owned subsidiaries
(the "Company"), who have completed one year of service (six months of service
to be eligible to participate in 401(k) election), except those covered by a
collective bargaining agreement or other retirement plan sponsored by the
Company. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). In 1987, the Plan was amended to provide for the
benefits available under Section 401(k) of the Internal Revenue Code.
Employees may make contributions to the Plan (limited to a maximum
contribution of $10,500 for 2001) and the Company matches an amount equal to the
lesser of 50% of such employee contributions or 3% of compensation (limited to
$170,000). The Company may also make a profit sharing contribution to the Plan
at the discretion of the Company's Board of Directors.
The Plan provides for a participant directed investment program.
Contributions to the Plan, including the employer match, may be invested in
twelve available investment funds allocated in multiples of 5% at the election
of the employee as follows:
Fund A, The Fixed Income Investment Fund, consists primarily of fixed
income obligations of Massachusetts Mutual Life Insurance Company
("Massachusetts Mutual") and, accordingly, is subject to its credit worthiness
(Massachusetts Mutual has been rated A++ by A.M. Best Company and Aa1 by Moody's
Investors Service). Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in an unallocated fund which earns interest at a
minimum guaranteed rate of return which is revised at the beginning of each
contract year (6.35% and 6.82% average interest rates for the years ended
December 31, 2001 and 2000, respectively).
Fund B, The Core Equity Fund, holds Class S shares of MassMutual Core
Equity Fund, a MassMutual Institutional Fund, which invests in undervalued
dividend-paying stocks of large well established U.S. companies. Massachusetts
Mutual maintains the contributions and related accumulated investment earnings
in a pooled separate investment account which is not guaranteed as to either
principal or a stated rate of investment return.
4
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Fund C, The Getty Common Stock Fund, consists of common stock of the
Company. The Fund is administered by the Company and is not guaranteed as to
either principal or a stated rate of investment return.
Funds D through G are four Destiny Asset Allocation Funds. Each of the
Destiny Funds, namely, Conservative, Moderate, Aggressive, and Equity has its
own investment strategy and risk characteristics. The Destiny Funds are pooled
separate investment accounts and are managed by Massachusetts Mutual. The
investments of each Fund are allocated, within targeted ranges, among ten mutual
funds managed by MassMutual Institutional Funds, Oppenheimer Funds, Inc. and
David L. Babson & Co., Inc. The MassMutual Institutional Funds include an
international stock fund, a small capitalization U.S. stock fund, a large
capitalization U.S. stock fund, an S&P 500 indexed equity fund, an intermediate
bond fund, a short-term bond fund and a cash fund. The Oppenheimer funds include
a value and fixed-income bond fund. The David L. Babson fund is a growth fund.
The Destiny Funds are not guaranteed as to either principal or a stated rate of
return.
Fund D, The Conservative Fund, is invested primarily in domestic
common stocks, publicly traded bonds and short-term interest bearing investments
with a focus on income and capital preservation.
Fund E, The Moderate Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on achieving
growth through a balance of income and capital appreciation.
Fund F, The Aggressive Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on capital
appreciation.
Fund G, The Equity Fund, invests primarily in domestic and foreign
common stocks, including small and large capitalization common stocks.
Funds H through J are three funds which hold units in independently
managed mutual funds. Massachusetts Mutual maintains the contributions and
related accumulated investment earnings in pooled separate investment accounts
which are not guaranteed as to either principal or a stated rate of investment
return.
Fund H, The Contrafund Fund, holds shares of Fidelity Contrafund, a
mutual fund which invests mainly in undervalued common stocks of companies
experiencing improved fundamentals. The portfolio emphasizes both well-known and
lesser-known companies that are not currently favored by the public, but which
show potential for capital appreciation due to positive changes or turnarounds
that are underway. The portfolio for the underlying fund is managed by Fidelity
Management and Research Company with a focus on growth over the long term.
5
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Fund I, The New Horizons Fund, holds shares of T. Rowe Price New
Horizons Fund, a mutual fund which invests mainly in common stocks of small,
fast growing companies. The portfolio emphasizes young, emerging growth
companies which have the potential to become major companies in the future. The
portfolio for the underlying fund is managed by T. Rowe Price with a focus on
growth over the long term.
Fund J, The Ultra Fund, holds shares of American Century Ultra Fund, a
mutual fund which invests mainly in common stocks of the fastest growing
companies in the market with earnings and revenue growing at accelerating rates,
and those most likely to appreciate in market value. The portfolio emphasizes
mid-sized to large-sized companies. The portfolio for the underlying fund is
managed by American Century Investment Management, Inc. with a focus on growth
over the long term.
Fund M, The Schwab S&P 500 Index Fund, holds shares of the Schwab S&P
500 Index Fund, a mutual fund which invests in the same stocks that make up the
S&P 500 index and in the same relative weightings that each stock is in the
index. The portfolio for the underlying fund is managed by Charles Schwab with a
focus on achieving a total rate of return comparable to the S&P 500 Index.
Fund N, The American Century International Growth Fund, holds shares
of American Century International Growth Fund which invests in the stocks of
developed foreign companies outside the United States and domestic stocks. The
portfolio for the underlying fund is managed by American Century Investment
Management, Inc. with a focus on growth over the long term. There has been
minimal participation in this fund through December 31, 2001.
Under the loan provision, employees are permitted to borrow between
$500 and the lesser of $50,000 or 50% of the participant's vested account
balance for personal reasons reflecting important financial needs. The interest
rate charged is fixed at the prime rate in effect at the beginning of the month
the loan is requested plus 1% and repayment is made by payroll deduction. The
employee is charged a $75 loan initiation fee for each loan from the plan. Loans
are required to be repaid over a maximum period of five years, unless the loan
is used to purchase a principal residence, in which case the maximum period is
fifteen years. Loans may be repaid in full before their maturity date. However,
all loans must be repaid upon cessation of employment and, if not repaid within
90 days, the unpaid balance of principal and interest is charged against the
participant's vested account balance.
The in-transit account is a money market fund which is utilized to
affect transfers between Funds and for participant withdrawals.
6
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Employees are only permitted to withdraw deferred cash contributions
made to the Plan subsequent to October 1, 1987 under the provisions of Section
401(k) of the Internal Revenue Code for "financial hardships", as defined by the
Internal Revenue Code. Employees may withdraw their voluntary contributions,
including the vested portion of employer matching contributions, once per
calendar year, although they will be subject to certain suspension periods with
respect to making future contributions. Employees may withdraw all or part of
their account balances attributable to additional and rollover contributions
without penalty. Rollover contributions cannot be withdrawn unless they have
been in the Plan for a minimum of two years. Profit sharing contributions may
not be withdrawn while the employee is employed by the Company.
Employee contributions (including related accumulated investment
earnings) are 100% vested. Employer contributions (including related accumulated
investment earnings) vest in accordance with the following schedule:
Years of Service Percent Vested
---------------- --------------
2 years 20%
3 years 40
4 years 60
5 years 80
6 or more years 100
Upon termination of employment, the non-vested portion of employer
contributions, if any, will be forfeited by the employee and applied to reduce
the Company's future contributions.
2. Summary of significant accounting policies
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles and include estimated amounts.
While all available information has been considered, actual amounts could differ
from those estimates.
The investments in the Fixed Income Investment Fund, the Core Equity
Fund, the Destiny Asset Allocation Funds, the Contrafund Fund, the New Horizons
Fund and the Ultra Fund are stated at current fair value as reported by
Massachusetts Mutual using quoted market prices or good faith estimates if
quoted market prices are not available. The Employer Common Stock Fund, The
Schwab S&P 500 Index Fund and The American Century International Growth Fund are
valued at published market prices.
7
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
The Plan presents in the Statement of Changes in Net Assets Available
for Plan Benefits the net investment gain (loss) from pooled separate accounts,
and the net appreciation (depreciation) in the fair value of investments, which
consists of the realized gains (losses) and the unrealized appreciation
(depreciation) on those investments held by the Getty Common Stock Fund.
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
8
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the fair value of the Plan's investments as
of December 31, 2001 and 2000 (in thousands):
2001 2000
---- ----
Fund A:
Fixed Income Investment
Fund (a)(b) $2,236 $2,305
Fund B:
Core Equity Fund (a)(b) 215 388
Fund C:
Getty Realty Corp.
Common Stock,
$.01 par value (b)(c) 1,290 817
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 26 25
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 55 59
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 91 84
Fund G:
Destiny Asset Allocation
Fund - Equity (a) 182 210
Fund H:
Contrafund Fund (a) 166 134
Fund I:
New Horizons Fund (a) 134 98
Fund J:
Ultra Fund (a) 82 131
Fund M:
Schwab S&P 500 Index Fund (d) 3 --
------ ------
$4,480 $4,251
====== ======
9
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
(a) Fair value determined by Massachusetts Mutual.
(b) Fund balance represents more than 5% of the Plan's net assets available for
plan benefits.
(c) The market value of the Company's common stock was $18.85 per share and
$15.125 per share as of December 31, 2001 and 2000, respectively.
(d) Fair value determined by Charles Schwab.
4. Termination Priorities
While the Company has not expressed any intent to discontinue its
contributions, the Board of Directors of the Company is free to do so at any
time, subject to the requirements of ERISA. In the event such discontinuance
results in the termination of the Plan, the net assets of the Plan will be
distributed to the participants and beneficiaries of the Plan under the terms of
the Plan.
5. Income Tax Status
On March 18, 1997, the Internal Revenue Service informed the Company
that the Plan was a qualified plan under Section 401(a) of the Internal Revenue
Code.
6. Reconciliation to Form 5500
In accordance with generally accepted accounting principles, the Plan
has not recorded a liability for amounts allocated to participants who have
withdrawn from the Plan and for which disbursement of those funds has not been
made by year end. The Department of Labor requires the recording of a liability
for benefit claims payable in Form 5500. As of December 31, 2001 and 2000, there
were no benefit claims payable recorded on the Form 5500 for employees who have
elected to withdraw from the Plan.
10