a5717651.htm
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):
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_X_
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
plan year ended December 31, 2007
OR
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___
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from
to_____
Commission
file number 001-13777
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A.
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Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
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GETTY
REALTY CORP.
RETIREMENT
AND PROFIT SHARING PLAN
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B.
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Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
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GETTY
REALTY CORP.
125
Jericho Turnpike, Suite 103
Jericho,
New York 11753
REQUIRED
INFORMATION
Financial
Statements, Supplemental Schedules and Exhibits as follows:
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1.
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Financial
Statements:
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Statements
of Assets Available for Plan
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Benefits
as of December 31, 2007 and 2006
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Statement
of Changes in Assets Available for
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Plan
Benefits for the year ended December 31, 2007
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Notes
to Financial Statements
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2.
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Exhibits:
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None
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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.
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GETTY
REALTY CORP. |
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RETIREMENT
AND |
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PROFIT
SHARING PLAN |
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| Dated: |
June
25, 2008
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By:
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/s/ Thomas J. Stirnweis
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Thomas
J. Stirnweis
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Chairman
of the Getty Realty
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Corp.
Retirement and Profit
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Sharing
Plan Committee and
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Plan
Administrator
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GETTY
REALTY CORP.
RETIREMENT
AND PROFIT SHARING PLAN
Financial
Statements
as of
December 31, 2007 and 2006
and for
the year ended December 31, 2007
INDEX TO FINANCIAL
STATEMENTS
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RETIREMENT
AND PROFIT SHARING PLAN
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Statements
of Assets Available for Plan Benefits
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as
of December 31, 2007 and 2006
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(in
thousands)
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(unaudited)
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2007
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2006
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Assets:
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Investments, at fair value
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$ |
6,276 |
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$ |
6,314 |
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Cash
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16 |
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55 |
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Contributions receivable:
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Employer
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23 |
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25 |
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Employee
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9 |
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10 |
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32 |
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35 |
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Assets
available for plan benefits at fair value
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6,324 |
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6,404 |
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Adjustment from fair value to contract value for fully
benefit-
responsive investment contract
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56 |
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16 |
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Assets
available for plan benefits
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$ |
6,380 |
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$ |
6,420 |
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The
accompanying notes are an integral part of these financial
statements.
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RETIREMENT
AND PROFIT SHARING PLAN
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Statement
of Changes in Assets Available for Plan Benefits
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for
the Year ended December 31, 2007
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(in
thousands)
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(unaudited)
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Contributions:
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Employer
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$ |
56 |
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Employee
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169 |
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225 |
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Investment
income:
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Interest and dividend income
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241 |
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Net
investment gain from pooled separate accounts
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178 |
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Net appreciation (depreciation) of investments
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(378 |
) |
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41 |
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Benefit
payments
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(306 |
) |
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Net
reduction
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(40 |
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Assets
available for plan benefits at beginning of year
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6,420 |
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Assets
available for plan benefits at end of year
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$ |
6,380 |
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The
accompanying notes are an integral part of these financial
statements.
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 Document for more
complete information.
General: The Plan,
established February 1, 1978, is a defined contribution plan covering all
employees of Getty Realty Corp. and its wholly-owned subsidiaries (the
"Company"), who have attained age twenty-one and completed ½ year of service,
except those covered by a collective bargaining agreement. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA), other than Title IV, and provides for the benefits available under
Section 401(k) of the Internal Revenue Code.
Contributions: Employee
participants may contribute up to 50% of their compensation to the Plan (for
2007, limited to a maximum contribution of $15,500 for employees who are under
the age of fifty and $20,500 for those over) and the Company makes matching
contributions in an amount equal to 50% of the first 6% of such employee
contributions, or up to 3% of such employee’s compensation (for 2007, limited to
a maximum compensation of $225,000). The Company may also make a profit sharing
contribution to the Plan at the discretion of the Company's Board of Directors.
Employees must complete one year of service and must complete at least 1,000
hours of service during the plan year for which such contributions are made to
be eligible to participate in profit sharing contributions.
Participant Accounts: Each
participant’s account is credited with the participant’s contributions, the
Company’s matching contributions and an allocation of (a) the Company’s
profit sharing contribution based on the proportion of the participant’s
compensation to the total compensation within certain limits of all eligible
participants, and (b) Plan earnings, gains or losses. Allocations are based
on participant compensation within certain limits or account balances. The
participant’s account determines the benefit that will ultimately be received
upon retirement or termination. The benefit to which a participant is entitled
is the benefit that can be provided from the participant’s vested
account.
Investment Options: The Plan
provides for a participant directed investment program. Contributions
to the Plan, including the employer contributions, may be invested in twelve
available investment funds allocated in multiples of 5% at the election of the
employee as follows:
The
Guaranteed Interest Fund is a stable value fund which invests in a fully
benefit-responsive investment contract issued by Massachusetts Mutual Life
Insurance Company ("MassMutual"). Pursuant to the terms of the investment
contract, MassMutual maintains the Plan’s contributions and related accumulated
investment earnings in its Guaranteed Interest Account (“GIA”) and is
contractually obligated to repay the principal and a specified guaranteed
interest rate to the Plan. The GIA consists primarily of high-quality,
fixed-income investments including public bonds, private placements, commercial
mortgage loans and short-term investments and is backed by the general assets of
MassMutual and, accordingly, is subject to its credit worthiness (MassMutual has
been rated A++ by A.M. Best Company, AAA by both Fitch Ratings and Standard
& Poor’s Corp., and Aa1 by Moody's Investors Service).
The fair
value of the Guaranteed Interest Fund is calculated by MassMutual using a market
value formula which is similar to a serial bond valuation formula for a bond
which repays its original principal in installments and pays interest on the
outstanding principal. The Guaranteed Interest Fund is adjusted from fair value
to contract value in the Statements of Assets Available for Plan Benefits
because it is fully benefit-responsive. Participants may ordinarily direct the
withdrawal or transfer of their investment in the Guaranteed Interest Fund at
contract value. Contract value represents contributions made under the contract,
plus credited earnings, less withdrawals and administrative expenses charged by
MassMutual. The crediting interest rate is based on an agreed-upon formula with
MassMutual, but cannot be less than a minimum guaranteed rate of return which is
revised semi-annually. The crediting interest rates were 5.0% and 4.5% as of
December 31, 2007 and 2006, respectively. The average yields on the investments
held in the Guaranteed Interest Fund, based on both actual earnings and the
crediting interest rates, were 4.7% and 4.3% for the years ended December 31,
2007 and 2006, respectively. There are no reserves against contract value for
credit risk of MassMutual or otherwise.
Certain
events may limit the ability of the Plan to transact at contract value with
MassMutual. Such events include the following: (a) amendments to the Plan
documents (including complete or partial plan termination or merger with another
plan), (b) changes to the Plan’s prohibition on competing investment
options or deletion of equity wash provisions, (c) bankruptcy of the
Company or other Company events (for example, divestitures or spin-offs of a
subsidiary) that cause a significant withdrawal from the Plan, or (d) the
failure of the trust to qualify for exemption from federal income taxes or any
required prohibited transaction exemption under ERISA. The Plan Administrator
does not believe that the occurrence of any such event, which would limit the
Plan’s ability to transact at contract value with participants, is probable.
MassMutual may terminate the guaranteed interest contract with the Plan due to a
failure of the Plan to comply with the contractual requirements, failure by the
Plan to meet the requirements of the Internal Revenue Code, or a termination or
partial termination of the Plan. For termination or partial termination of the
Plan, MassMutual may terminate at a settlement amount other than the contract
value.
The Core
Value Equity Fund invests in the MassMutual Premier Core Value Equity Fund SIA-A
pooled separate investment account which holds Class S shares of three
MassMutual Institutional funds; the MassMutual Premier Value Fund (ticker
symbol: MVEDX), the MassMutual Select Diversified Value Fund (ticker symbol:
MDVSX) and the MassMutual Premier Enhanced Index Value Fund II (ticker symbol:
MEPSX). The Core Value Equity Fund invests in stocks of larger, well-established
companies selling at discounted valuation levels. The Core Value
Equity Fund is not guaranteed as to either principal or a stated rate of
investment return.
The Getty
Common Stock Fund invests in common stock of the Company (ticker symbol:
GTY). The Fund is administered by the Company and is not guaranteed
as to either principal or a stated rate of investment return.
The four
Destination Retirement Funds hold Class S shares of MassMutual Select
Destination Retirement Fund pooled separate investment accounts which are
managed by Massachusetts Mutual and invest in a combination of domestic and
international equity funds and fixed income and short term/money market funds
using an asset allocation strategy based on the approximate retirement year of
the investors for whom the fund’s asset allocation strategy is designed. Assets
in each fund are allocated among funds advised by MassMutual or a control
affiliate of MassMutual (the “Underlying Funds”) according to an asset
allocation strategy that offers an automatic roll-down process that seamlessly
invests more conservatively until it reaches 35% in equity funds and 65% in
fixed income and short term/money market funds (approximately fifteen years
after the fund’s target retirement year). Underlying Funds can include
MassMutual Select Funds and MassMutual Premier Funds, each of which are advised
by MassMutual, and Oppenheimer Funds, which are advised by OppenheimerFunds,
Inc. OppenheimerFunds, Inc. is a majority owned, indirect subsidiary of
MassMutual.
These
investment options are designed for investors who are investing with a specific
target retirement date in mind seeking a single solution to diversification
without the task of having to adjust their portfolio as they approach
retirement. The Destination Retirement Funds are not guaranteed as to either
principal or a stated rate of investment return.
The
Destination Retirement Income Fund invests in the MassMutual Select Destination
Retirement Income Fund SIA-BC pooled separate investment account (ticker symbol:
MDRSX) using an asset allocation strategy designed for investors already in
retirement. Assets are allocated according to a stable target asset
allocation strategy of 35% in equity funds and 65% in fixed income and short
term/money market funds.
The
Destination Retirement 2020 Fund invests in the MassMutual Select Destination
Retirement 2020 Fund SIA-BP pooled separate investment account (ticker symbol:
MRTSX) using an asset allocation strategy for investors expecting to retire
around the year 2020 and is designed for a person who will retire between the
years 2016-2025. The fund’s approximate asset allocation as of March
2008 was 75% in equity funds and 25% in fixed income and short term/money market
funds.
The
Destination Retirement 2030 Fund invests in the MassMutual Select Destination
Retirement 2030 Fund SIA-BA pooled separate investment account (ticker symbol:
MRYSX) using an asset allocation strategy for investors expecting to retire
around the year 2030 and is designed for a person who will retire between the
years 2026-2035. The fund’s approximate asset allocation as of March
2008 was 90% in equity funds and 10% in fixed income and short term/money market
funds.
The
Destination Retirement 2040 Fund invests in the MassMutual Select Destination
Retirement 2040 Fund SIA-BE pooled separate investment account (ticker symbol:
MFRSX) using an asset allocation strategy for investors expecting to retire
around the year 2040 and is designed for a person who will retire between the
years 2036-2045. The fund’s approximate asset allocation as of March
2008 was 95% in equity funds and 5% in fixed income and short term/money market
funds.
The
following funds hold units in independently managed mutual funds. The
contributions and related accumulated investment earnings are not guaranteed as
to either principal or a stated rate of investment return.
The
Contrafund Fund invests in the MassMutual SIA-WB pooled separate investment
account which holds shares of Fidelity’s Contrafund (ticker symbol: FCNTX), a
mutual fund that 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.
The New
Horizons Fund invests in the MassMutual SIA-WG pooled separate investment
account which holds shares of T. Rowe Price’s New Horizons Fund (ticker symbol:
PRNHX), a mutual fund which invests mainly in common stocks of small, rapidly
growing companies. The fund will invest primarily in a diversified
group of small, emerging growth companies, preferably early in the corporate
life cycle before a company becomes widely recognized by the investment
community. The portfolio may also invest in companies that offer the possibility
of accelerated earnings growth due to rejuvenated management, new products, or
structural changes in the economy. The portfolio for the underlying fund is
managed by T. Rowe Price Associates, Inc.
The Ultra
Fund invests in the MassMutual SIA-WL pooled separate investment account which
holds shares of American Century’s Ultra Fund (ticker symbol: TWCUX), a mutual
fund which seeks to invest mainly in common stocks of companies that will
increase in value over time. Management of the funds is based on the belief
that, over the long term, stock price movements follow growth in earnings,
revenues and /or cash flows. The portfolio emphasizes large-sized
companies that are growing at an accelerating pace. The portfolio for
the underlying fund is managed by American Century Investment Management,
Inc.
The
S&P 500 Index Fund holds shares of the Schwab S&P Index 500 E-Shares
Fund (ticker symbol: SWPEX), a mutual fund that 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 Investment Management with a focus on achieving a total rate of
return comparable to the S&P 500 Index.
The
International Growth Fund holds shares of American Century International Growth
Fund (ticker symbol: TWIEX) a mutual 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.
Participant Loans: 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%. Loan repayments are made by bi-weekly payroll
deductions. 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.
Vesting: Employee
contributions (including related accumulated investment earnings) are 100%
vested. Employer contributions (including related accumulated investment
earnings) vest in accordance with the following schedule:
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Years of
Service |
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Percent
Vested |
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2
years
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20%
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3
years
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40
|
|
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4
years
|
|
60
|
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5
years
|
|
80
|
|
|
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6 or
more years
|
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100
|
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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.
Benefit Payments: On
termination of employment, if the employee’s vested account balance is greater
than $1,000, the employee’s vested account balance may be distributed to the
employee in the form of a single lump sum payment or in substantially equal
installments after the Plan administrator receives consent for the distribution
from the employee. If the employee’s vested account balance is not greater than
$1,000 at the time of termination, the employee’s account is automatically
distributed to the employee in the form of a single lump sum payment. While
employed, employees generally may not receive a distribution from their accounts
unless they have attained age sixty-five. However, an employee may withdraw all
or a portion of their rollover contributions without penalty at any time.
Additionally, an employee may request a distribution of all or a portion of
their voluntary contributions if they can demonstrate “financial hardship.” If
the Plan administrator approves the request the employee shall be suspended from
making voluntary contributions to the Plan for a certain period after receiving
the hardship distribution.
2. Summary of significant
accounting policies
Basis of Presentation: The
accompanying financial statements have been prepared on the accrual basis of
accounting.
Use of Estimates, Judgments and
Assumptions: The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”). GAAP requires management to make its best estimates, judgments
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and
changes in assets available for plan benefits during the period reported. While
all available information has been considered, actual results could differ from
those estimates, judgments and assumptions.
Risks and Uncertainties: The
Plan invests in various investment securities. Investment securities are exposed
to various risks such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the Statements of
Assets Available for Benefits. The values of certain of
the investment securities have significantly declined in 2008 as compared to the
fair values reported as of December 31, 2008.
Investment Valuation and Income
Recognition: The Plan’s investments are stated at fair value except for
the Guaranteed Interest Fund, which invests in a fully-benefit responsive
investment contract issued by MassMutual and is adjusted from fair value to
contract value as reported by MassMutual in the Statements of Assets Available
for Plan Benefits. See footnote 1 for more information regarding the valuation
of the Guaranteed Interest Fund. The investments in the pooled separate
accounts are stated at fair value as reported by MassMutual using quoted market
prices or good faith estimates if quoted market prices are not
available. The investments in the Getty Common Stock Fund, The
S&P 500 Index Fund and The International Growth Fund are valued at published
market prices. The investments in Participant Loans are stated at principal
outstanding plus accrued interest, which approximates fair value.
Purchases
and sales of investments are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend date
basis.
The Plan
presents in the Statement of Changes in Assets Available for Plan Benefits the
net investment gain or loss from pooled separate accounts, and the net
appreciation or depreciation in the fair value of investments, which consists of
the realized gains and losses and the unrealized appreciation and depreciation
on those investments held by the Getty Common Stock Fund, the S&P 500 Index
Fund and the International Growth Fund.
Administrative Expenses:
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
Recent Accounting Pronouncements:
The Plan adopted Financial Accounting Standards Board
("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes,
an interpretation of FASB Statement No. 109 ("FIN 48"), as required,
on January 1, 2007. FIN 48 requires the Plan sponsor to determine whether
a tax position of the Plan is more likely than not to be sustained
upon examination by the applicable taxing authority, including resolution
of any related appeals or litigation processes, based on the technical
merits of the position. The tax benefit to be recognized is measured as the
largest amount of benefit that is greater than fifty percent likely of
being realized upon ultimate settlement which could result in the Plan
recording a tax liability that would reduce net assets. FIN 48 must be
applied to all existing tax positions upon initial adoption and the
cumulative effect, if any, is to be reported as an adjustment to net assets
as of January 1, 2007. Based on its analysis, the Plan sponsor has
determined that the adoption of FIN 48 did not have a material impact to the
Plan's financial statements upon adoption.
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 provides
guidance for using fair value to measure assets and liabilities. SFAS 157
generally applies whenever other standards require assets or liabilities to be
measured at fair value. SFAS 157 is effective in fiscal years beginning after
November 15, 2007, except for nonfinancial assets and nonfinancial liabilities
that are not recognized or disclosed at fair value on a recurring basis, for
which the effective date is fiscal years beginning after November 15, 2008. The
Company does not believe that the adoption of SFAS 157 will have a material
impact on its financial position and changes in assets available for plan
benefits.
3. 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 the Internal Revenue Code and 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.
4. Income Tax
Status
The Plan
is subject to ERISA and certain provisions of the Internal Revenue Code.
The Plan is based on a Non-Standardized Prototype 401(k) Plan and Basic
Underlying Plan Document sponsored by Markley Actuarial Services, Inc. for which
the Internal Revenue Service issued an opinion letter on August 7, 2001 stating
the prototype plan was designed in accordance with applicable Internal Revenue
Service requirements. On December 19, 2002, the Internal Revenue Service
informed the Company that the Plan was a qualified plan under Section 401(a) of
the Internal Revenue Code. The Plan Administrator believes that the Plan is
currently designed and being operated in compliance with applicable requirements
of the Internal Revenue Code. Therefore, the Plan Administrator believes the
Plan was qualified and tax-exempt as of the financial statement
date.
5. Reconciliation to Form
5500
In
accordance with GAAP, the Plan does not record 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, 2007 and 2006, there were no benefits claim
payable recorded on the Form 5500 for employees who have elected to withdraw
from the Plan.
6. Investments
The
following summarizes the fair value of the Plan's investments as of December 31,
2007 and 2006 (in
thousands):
|
|
|
2007
|
|
|
2006
|
|
|
Guaranteed
Interest Fund (a)(b)
|
|
$ |
2,165 |
|
|
$ |
1,934 |
|
|
Core
Value Equity Fund (c)
|
|
|
125 |
|
|
|
323 |
|
|
Destination
Retirement Income Fund (c)
|
|
|
- |
|
|
|
27 |
|
|
Destination
Retirement 2020 Fund (b)(c)
|
|
|
423 |
|
|
|
249 |
|
|
Destination
Retirement 2030 Fund (c)
|
|
|
73 |
|
|
|
169 |
|
|
Destination
Retirement 2040 Fund (c)
|
|
|
216 |
|
|
|
272 |
|
|
Contrafund
(b)(c)
|
|
|
479 |
|
|
|
326 |
|
|
New
Horizons Fund (c)
|
|
|
160 |
|
|
|
141 |
|
|
Ultra
Fund (c)
|
|
|
134 |
|
|
|
118 |
|
|
Getty
Common Stock $.01 par value (b)(d)
|
|
|
2,253 |
|
|
|
2,602 |
|
|
S&P
500 Index Fund (e)
|
|
|
2 |
|
|
|
45 |
|
|
International
Growth Fund (f)
|
|
|
238 |
|
|
|
99 |
|
|
Participant
Loans (g)
|
|
|
8 |
|
|
|
9 |
|
|
|
|
$ |
6,276 |
|
|
$ |
6,314 |
|
|
(a)
|
General
investment contract at fair value determined by
MassMutual.
|
|
(b)
|
Fund
balance represents more than 5% of the Plan's net assets available for
plan benefits as of the beginning of the year and/or as of the end of the
year.
|
|
(c)
|
Pooled
separate account at fair value determined by
MassMutual.
|
|
(d)
|
The
market value of the Company's common stock was $26.68 per share and $30.90
per share as of December 31, 2007 and 2006, respectively. |
|
(e)
|
Fair
value determined by Charles Schwab. |
|
(f)
|
Fair
value determined by American Century Investment Management,
Inc. |
|
(g)
|
Includes
principal balance plus accrued interest, which approximates fair
value. |
9