Getty Realty Corp (GTY) 2011 Q4 法說會逐字稿

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  • Operator

  • Good day, everyone, and welcome to Getty Realty's conference call for quarter and year ended December 31, 2011. This call is being recorded.

  • Prior to starting the call, Joshua Dicker, Vice President, General Counsel, and Secretary of the Company, will read a Safe Harbor statement. Please go ahead, Mr. Dicker.

  • Joshua Dicker - VP,General Counsel and Secretary

  • Thank you. I would like to thank you all for joining us for Getty Realty's quarterly and year-end conference call. Last night the Company released its financial results for the quarter and year ended December 31, 2011, and filed its Form 10-K with the Securities and Exchange Commission. These documents are available in the investor relations section of our website at gettyrealty.com.

  • Certain statements made in the course of this call are not based on historical information and may constitute forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

  • I refer you to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2011 as well as our quarterly and other filings with the SEC for a more detailed discussion of the risks and factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today. You should not place undue reliance on forward-looking statements which reflect our view only as of the date hereof. The Company undertakes no duty to update any forward-looking statements that may be made in the course of this call.

  • With that, let me turn the call over to David Driscoll, our Chief Executive Officer.

  • David Driscoll - President and CEO

  • Thank you, Josh. Prior to starting my formal statement, I want to introduce the other officers from the Company who are on the call with me today and Josh -- Mr. Leo Liebowitz, our co-Founder and Chairman; our Chief Financial Officer, Tom Stirnweis; Kevin Shea, our Executive Vice President; and Chris Constant, our Director of Planning.

  • Let me now start by providing some big picture perspective before I discuss some of the important details behind this obviously significant quarter for our Company.

  • The most important observation is about our relationship with our largest tenant, Getty Petroleum Marketing, which I will refer to as Marketing or GPMI. As a consequence of all the events with Marketing, especially those in the past six months, we are finally in a position to begin repositioning the portfolio of properties that Marketing is leasing from us. As many of you know, Marketing has been reporting poor results for many years and the uncertainty around the outcome and timing of that repositioning has become a significant overhang for our Company in recent years.

  • Based on the master lease with Marketing, it appears the overhang would be with us through the end of 2015. Today it is clear the timing of when we will have to deal with Marketing; the Marketing overhang is no longer an issue. We are dealing with it now.

  • Having a tenant go bankrupt is never a good thing in the short term, but longer term we are mindful that we are getting close -- getting to resolve something now that was threatening to linger over us for three more years.

  • Another piece of news was that our acquisition program which we commenced several years ago began to meaningfully contribute in 2011. Lost in all the special charges and accounting adjustments associated with Marketing bankruptcy is the fact that last year's acquisitions added approximately $10 million to our bottom line. We are eager to work through the Marketing portfolio repositioning so we can get back to managing this future rather than looking behind at our past.

  • That said, our overall 2011 reported results were materially affected by Marketing's December 5 bankruptcy filing. The main impact of those results came from several accounting related charges we booked during and at the end of the year including an aggregate $19.8 million non-cash deferred rent receivable to reverse the effect of straight-line rents we no longer believe we will collect. And approximately $20 million non-cash impairment charge which resulted primarily from our recognition of marketing environmental and tank removal liabilities, which will require outlays in future years. And an approximately $8.8 million accounts receivable reserve which reflects so-called prepetition obligations owed to us by Marketing that we do not believe we will ever get paid.

  • Essentially this prepetition charge is the November 2011 rent plus the unpaid real estate taxes that had accrued prior to the bankruptcy filing. As a result of these charges, our 2011 net income was approximately $12.4 million versus $51.7 million in the prior year.

  • Per share amounts are impacted by an almost 20% higher share count in 2011 versus 2010, thus on a per share basis, net earnings were $0.37 versus $1.84 in 2010.

  • FFO per share for the year was $1.27 versus $2.14(Sic-see press release) in 2010 because FFO reflects less impact from the charges than net earnings mainly because it excludes the impairment charges as well as depreciation and amortization. AFFO excludes all of the non-cash charges but does not exclude the $8.8 million accounts receivable reserve, which really is money that we did not receive. AFFO actually increased year on year from $58.2 million to $62.6 million although on a per share basis there was decline to $1.89(Sic-see press release) from $2.08 in 2010 because of that higher share count I mentioned earlier.

  • Moving on, last week we entered into an agreement with Marketing and the creditors committee in Marketing's bankruptcy referred to as a stipulation in bankruptcy proceedings. We believe this agreement creates the roadmap for us to execute on the Marketing portfolio.

  • As of December 31, Marketing leased approximately 800 properties from us. We have previously disclosed that they had removed the tanks in approximately 160 of those locations which we currently have listed for sale.

  • Our long-term objective for the repositioning project is to maximize the income we can realize from the remaining 640 properties while selling and reinvesting the proceeds from the 160 properties and then the other additional properties come up as part of the repositioning process.

  • Understand the repositioning process will take time. Yet when completed, we anticipate having multiple new portfolio tenants and perhaps as many as several hundred individual tenant locations that we will rationalize over time either through leases with the existing tenants or sales in the next couple of years.

  • We commenced the process to solicit new distributor tenants some time ago and we have been pleased by the strong response thus far. To date, numerous qualified distributors have participated in the process and remain actively involved. We expect to be able to make tangible progress in the repositioning process during the second quarter and we will share the information as it becomes material.

  • Near term, we also intend to work with petroleum suppliers to keep properties operating, generating revenue and for the tenants while we sort through our longer-term alternatives.

  • We are seeing the best opportunities to achieve rental values closest to those previously paid by Marketing in our urban and infill locations. Given that these locations also provide us with the most number of higher and better use alternatives, we intend to work through these locations in a deliberate manner taking into account short, intermediate, and long-term alternatives and opportunities.

  • We are also quite aware that our portfolio has suffered from considerable deferred maintenance in these capital investments. We're working with our prospective tenants to identify a process to rationally identify and finance these important investments.

  • Nevertheless despite all of this, it is also apparent to us that we will not be able to realize the amount of revenue rental revenue, FFO, or AFFO from this portfolio that we were able to realize from Marketing historically.

  • In addition, we anticipate changes in the other three main elements of our operating expenses -- environmental, general and administrative, and interest costs. Net environmental expenses and outlays will increase significantly in 2012 because we are now responsible to remediate costs that used to be Marketing's responsibility. We're very comfortable we can manage this process, but we are also not far along in our estimation process to be able to provide quarter-by-quarter guidance on what this number exactly will be.

  • The environmental expenses related to our legacy environmental portfolio were $1.6 million for the fourth quarter of 2011 and $5.8 million for the year, which represents a decrease of $1.7 million in the prior quarter and a small increase from $5.4 million as expense incurred in 2010.

  • During the last year, we obtained 26 no further action letters, which indicates the steady progress we are making to reduce and ultimately eliminate this liability.

  • General and administrative costs also increased in the fourth quarter and for the year compared to the prior quarter and the prior year. Some of this increase is the results of nonrecurring costs associated with the Marketing bankruptcy and the litigations surrounding it.

  • These nonrecurring costs are comprised mainly of $1.5 million of legal and litigation expenses and other costs. We anticipate additional nonrecurring costs associated with Marketing and the repositioning of $1.5 million to $3 million during 2012. These costs should begin to dissipate after 2012 though there are most likely to be costs associated with asserting our rights that we might have against Marketing's prior owner and those costs may last for several years.

  • Some of the G&A increase is part of a longer-term trend related to the increasing complexity of our business. We anticipate these increases will recur and there will be continued modest increases in G&A costs in the coming years.

  • Interest costs were flat for the quarter and the year but do not reflect the effect of our recently announced extension of our credit facility and term loans. Until now we have benefited from credit pricing established before the 2008 credit crisis. With our extension, we have moved more to market pricing reflected by our new 300 basis points over LIBOR margin.

  • We are making progress with respect to our property dispositions. There are many factors affecting the speed at which we can conclude these dispositions including local government permitting, due diligence, and other factors. However, we now have a significant number of properties under contract and expect closings to start occurring on a regular basis.

  • Finally, as you may have read, the Company's Board of Directors after considering the uncertainties around the timing of cash flows in connection with the repositioning of the Marketing portfolio and the potential impact upon the terms of the Company's newly amended credit agreement as well as our desire to maintain financial flexibility has elected to defer consideration of a dividend declaration at this time.

  • We understand we still have many challenges in front of us but we also believe the Marketing portfolio is valuable and will contribute solid cash flow as we successfully reposition those assets to maximize their potential. We remain focused on improving our cash flow and cash flow visibility in the coming quarters.

  • With all that background I'm sure there's quite a few questions. We want to try to accommodate everyone, but I also want to observe at the outset that there are a number of complicated accounting matters that might be better dealt with on a direct call and we may ask you at some point in a question to defer to that. And we also remain reluctant to speculate too much about future events or provide specific guidance at this time.

  • So with that in mind, operator, do you want to explain the procedure for asking questions to callers?

  • Operator

  • (Operator Instructions). Anthony Paolone, JPMorgan.

  • Anthony Paolone - Analyst

  • Thank you and good morning, everyone. Dave, I was wondering if you could just talk us through in more detail how the organization is set up to get through this process and go from basically collecting one net rent check every month to having hundreds of relationships and going out and releasing these things potentially getting into fuel contract situations and so forth.

  • David Driscoll - President and CEO

  • Sure, I think first, it has been a myth for some time that we operated our business by collecting one rent check per month. We have -- we collect multiple hundreds of rent checks per month and scaling up our systems and our organization to the level that we think we're going to have to do is not something that presents a particular issue to us from an administrative standpoint.

  • I think the second part of that question was with respect to fuel supply agreements and I don't want to get directly into the details at this time, but we think we are making progress on being able to provide fuel supply to our properties, which will help our ability to generate the income out of those properties and also assist the existing dealers' tenants who are in place to be able to generate income themselves and in fact in some ways perhaps do better than they are doing currently under GPMI.

  • The way that we are going about this would not put us in the fuel supply business per se. We're not going to own the gas anywhere along the way and we are working -- like I said, we are working with multiple prospective fuel suppliers to have that in place, some of them on a very short-term basis soon.

  • Anthony Paolone - Analyst

  • Maybe just for those that aren't that familiar with the process and the business, just how does that work in terms of just GTY's role and lining up the fuel suppliers and supplying the fuel versus, say, collecting a rent? Does that mean that your rent becomes more variable based on what is happening at the store level or I guess I'm just having a hard time understanding what happens.

  • David Driscoll - President and CEO

  • Sure, today the marketing company both supplies fuel to a given dealer location and collects rent from that dealer location and marketing itself buys fuel from large wholesalers, ships it to those locations, puts it in those tanks, sets the price of that fuel, and takes all of the risks associated with the distribution of fuel on a retail basis while collecting -- and also collecting rent from the dealer.

  • What we have in mind is entering into arrangements with fuel suppliers where fuel suppliers continue to provide fuel to locations and profit from but take the risk of the fuel supply business while we continue to collect rent from the tenants and a piece of the fuel supply margin.

  • Anthony Paolone - Analyst

  • And this is because Marketing will no longer effectively exist and hence they were supplying the fuel?

  • David Driscoll - President and CEO

  • That is correct.

  • Anthony Paolone - Analyst

  • What's happening right now at the store level in terms of the -- there's obviously hundreds of them operating. Where are they -- are they paying some rent to Marketing? Where is that cash going and what does that look like?

  • David Driscoll - President and CEO

  • Virtually all of those dealers are currently paying rent to Marketing and that cash is going in to Marketing and going into the operations of Marketing's costs and if you get deeply into the stipulation, you will see that that money ultimately is coming -- any profit that's left over is coming out to us as rent.

  • Anthony Paolone - Analyst

  • I think in one of those items it shows about $40 million of rent being collected by Marketing. Is that a number we can look to to get a sense as to what should ultimately come back to GTY if the master lease goes away or is that just not the right number?

  • David Driscoll - President and CEO

  • I don't think that's the right number. I am not sure where you are getting the $40 million, to tell you the truth.

  • Anthony Paolone - Analyst

  • Okay, you mentioned in your commentary potentially better success with the infill urban locations versus the rest of the portfolio. Can you give us any sense as to either how many stores you think that represents or how much in value that split is versus the rest of it?

  • David Driscoll - President and CEO

  • No, I don't think I'm in a position to give that kind of guidance but I would retune you a little bit to say that what I was really trying to say there is that in the urban and infill locations are the ones we are less likely to quickly enter into long-term triple net leases in than the more peripheral assets, if that makes any sense. So to put it more starkly, we are less likely to enter into a long-term lease on an asset in Manhattan than we are on an asset in Western Pennsylvania.

  • Anthony Paolone - Analyst

  • Okay, got it. A question on the environmental liabilities. In the K, you talked about I think about $48 million of environmental liabilities that you accrued for but then you also talk in other parts of the K about the fact that you have not determined what the liabilities may be. Are those two different sets of liabilities or I'm just trying to tie those things together?

  • David Driscoll - President and CEO

  • I think that those are two different sets of liabilities. I think the $48 million represents both the combined environmental and tank removal liability with theoretical liability the accountants make us do. The references that you see to other liabilities are I think as much as anything a disclosure for stuff that we still haven't found yet allowing for the fact that it may be out there, which also matters with respect to the bankruptcy proceedings because remember, we need to make sure that we have a plan with respect to the estate that accurately reflects what our damages were, so it's in our interest to make sure that we capture all of that.

  • Anthony Paolone - Analyst

  • Okay, so if we think about the $5 million, $6 million a year the last couple of years you are spending on environmental costs, what does that number go to, say, in 2012 as you see things right now?

  • David Driscoll - President and CEO

  • That's one of the numbers that I don't want to provide guidance on right today but it's something that we will be able to give you some much better insight on as this year progresses. (multiple speakers)

  • Anthony Paolone - Analyst

  • But just so I understand, that incremental amount though above the $5 billion to $6 million you have been running at, is the NPV of that incremental amount, what the $47 million, $48 million is trying to reflect from an accounting point of view?

  • David Driscoll - President and CEO

  • Almost. It's probably closer to the NPV of the $32 million that represents an environmental liability than the entire amount because there are two different things there. One is a tank removal liability and the other is the environmental liability.

  • Anthony Paolone - Analyst

  • So the tank removal is just more of a one-time cost that you may incur to do that and then the rest of it is sort of the ongoing remediation that the accountants are --?

  • David Driscoll - President and CEO

  • That's correct. Also you see the thing about the tank removal is that as and if tanks are replaced for purposes of upgrading in site, then that tank removal liability goes away real fast because it's no longer an issue. Or actually, it doesn't go away but it pushes itself out 35 years.

  • Anthony Paolone - Analyst

  • You also talked about G&A moving higher. Can you provide us any sense of magnitude there, how that looks say, in 1Q, 2Q, etc.?

  • David Driscoll - President and CEO

  • Again, today I am holding fast to no guidance but I will comment on the G&A that the kind of incremental increases you've seen over the last 18 months quarter-to-quarter backing out the special increases that were associated with the bankruptcy litigation probably gets you on the right trend line.

  • Anthony Paolone - Analyst

  • Okay, so for 4Q, take the $1.5 million out and look at how that has progressed over the course of 2011 and just keep that trend going, is that --?

  • David Driscoll - President and CEO

  • That's about right.

  • Anthony Paolone - Analyst

  • On the dividend, I was looking through the K and you disclosed your earnings and profits and talked about the tax treatment of the dividend in 2011 and also discussed the notion of a stock dividend perhaps. And I was just trying to understand what does your taxable net look like? Is there a risk here that you actually do have earnings and profits that are fairly high and thus necessitate a dividend that you may want to pay in stock so you don't lose the cash? Or just trying to tie that together.

  • David Driscoll - President and CEO

  • There is the prospect here that there would be -- it will have an unusually high E&P number necessitating some sort of a distribution and we are not -- we certainly haven't decided but that may result in a stock dividend.

  • Let me -- at risk of complicating it but the reason being that in the part of the reposition process we anticipate selling a number of properties and our properties generally speaking have very low tax (inaudible) so virtually all of those sales end up to be gains.

  • Anthony Paolone - Analyst

  • Okay, so it's the dispositions that are driving the EMP, not some other sort of income?

  • David Driscoll - President and CEO

  • That's right and it's as simple as that.

  • Anthony Paolone - Analyst

  • On the amended line of credit, can you give us some of the salient items such as any restrictions on paying dividends, any specific language regarding Marketing and how things play out there or just any sort of new restrictions that might exist prior to -- compared to the prior agreement?

  • David Driscoll - President and CEO

  • A credit agreement, as I am sure you and everybody on the call knows, is a very complicated piece of paper. I think the general answer is that there are new restrictions with respect to Marketing, however the agreement has been designed assuming that we generate cash flow to permit us to pay dividends.

  • Anthony Paolone - Analyst

  • Okay, just one more and I will yield the floor. The property taxes, am I understanding this right in the K that will now be offloaded effectively to GTY, is that $13 million roughly which is what I think Marketing is (multiple speakers)

  • David Driscoll - President and CEO

  • The Marketing portfolio was roughly -- it's roughly $1 million a month.

  • Anthony Paolone - Analyst

  • Okay, so that will now be borne by you guys?

  • David Driscoll - President and CEO

  • Yes, but Tony, I think that we do expect as we put properties out on long-term net leases that that will be reimbursed by our tenants. Don't get confused by the difference between we pay the taxes versus the tenant pays the taxes and the accounting now where what we are going to do is we're going to account for these things by including in revenues both the rent payments and the tax reimbursement. And then down below on the expense line gets -- pay the taxes. In a lot of ways it's a gross up of the income statement.

  • Anthony Paolone - Analyst

  • No, I understand. Just trying to understand in the intermediate term those will be your cost effectively until that is (multiple speakers)

  • David Driscoll - President and CEO

  • That's correct and roughly $3.5 million of the $8.8 million charge in 2011 was associated with real estate taxes that we had to pay the state (inaudible) tax.

  • Anthony Paolone - Analyst

  • Just one more. Do you have a sense at this point of property level performance on gallonage, in-store sales or just more detail perhaps than maybe you had a few months ago?

  • David Driscoll - President and CEO

  • Yes, we do, but not so much with respect to in-store sales because these are dealer-operated but certainly with respect to gallonage. And that's something that we are carefully looking at and we do have an idea of what that is.

  • Anthony Paolone - Analyst

  • And so you may or may not want to disclose it. It sounds that you don't but do you actually have a sense as to what you think your ultimate rent should be for this portfolio?

  • David Driscoll - President and CEO

  • I'm back to my -- we're not going to give guidance right now.

  • Anthony Paolone - Analyst

  • I understand you're not going to give it but do you not know or do you just not want to say at this point?

  • David Driscoll - President and CEO

  • We obviously have an idea of where we think the ranges are coming in but at this point, we just don't want to give the numbers out until we have better precision.

  • Anthony Paolone - Analyst

  • Okay, fair enough. Thank you.

  • Operator

  • Lindsay Schroll, Bank of America.

  • Lindsay Schroll - Analyst

  • Good morning. I know you guys discussed to some extent the capabilities of the Company to reposition the portfolio. But I guess specifically, do you anticipate the need to hire additional leasing people to help with this process or do you think the Company size as it stands now is going to remain fairly constant?

  • David Driscoll - President and CEO

  • I think that there's no question that we are adding -- bolstering our capabilities at the present time and that's part of what -- that's most of what I have in mind when I say that our G&A expenses will trend up on a recurring basis. We are trying to be smart about it. We know that we have a bulge to get through the snake right now, so we're adding some temporary people as well as adding some permanent people.

  • Lindsay Schroll - Analyst

  • Okay, you mentioned that you expect the revenue from the master lease properties to be less than the rent that you are currently getting. Is that simply because of some dark assets or is that a reflection of some leases maybe being above market? What is driving that statement?

  • David Driscoll - President and CEO

  • I think it's a combination of dark assets that will take some time to really reposition. Remember, in a dark asset the repositioning you actually have to market it, enter into a contract, sell it, and then turn around and reinvest those proceeds before you can start to yield returns from it. So it is a combination of that and it is a combination of reduced productivity on the rest of the assets in the portfolio.

  • Lindsay Schroll - Analyst

  • Okay, I guess lastly, if this stipulation is not approved on April 2, what's the next step or date that we should look for? And I guess does the April 30 date still hold for Marketing to accept or reject the master lease?

  • David Driscoll - President and CEO

  • That gets into some very technical legal stuff. If it's not approved by the court on April 2 and remember it could also just be deferred for a few days for something by the court, but if it's basically thrown out by the court on April 2, then I think you should just stay tuned really quickly because things will happen fairly quickly thereafter.

  • Lindsay Schroll - Analyst

  • Okay, all right, thank you.

  • Operator

  • (Operator Instructions). Brett Reiss, Janney Montgomery Scott.

  • Brett Reiss - Analyst

  • Good morning, gentlemen. With respect to the 160 properties that you have been trying to sell, I guess you enter into a contract to sell and the buyer's attorney orders a title report and then the title report comes in and any environmental violations crop up on the title report. Can you give us some sense of do these potential buyers take the property subject to these environmental violations or do you have to remediate it before the sale is consummated? Of course, I'm trying to get a sense of the timing and how long it will take to move the 160 properties.

  • David Driscoll - President and CEO

  • Brett, there's a lot to this. Look, I think the fundamental answer to how long it will take to move the 160 properties is that we expect we will have moved, which is to say closed on the sale of a substantial portion of them in this calendar year and we will have certainly I would say 75% of them done by the end of the next calendar year. I wouldn't want to characterize your description of what goes on in the sale process. It's not completely the way it goes in every location.

  • But I will say that as a general rule we anticipate we will remain responsible for the environmental liabilities that may exist at a property. However, I want to make it clear that whatever the environmental liabilities are in a property, thus far have not been a material impediment either to the speed or the realization of value in any of the properties we are disposing of.

  • Brett Reiss - Analyst

  • I appreciate that answer but do you think in two years 75% of these will be moved? Did I hear that?

  • David Driscoll - President and CEO

  • I'm sorry, could you -- we have a little bandwidth problem, so could you say that again?

  • Brett Reiss - Analyst

  • Did you say in your answer to my question that you think that 75% of the 160 properties will be able to be repositioned within two years? Or did I mishear that?

  • David Driscoll - President and CEO

  • Brett, I'm sorry, we are having a problem with our phone so we couldn't understand your question. So if you can hold on --

  • Brett Reiss - Analyst

  • Sure, I will hold. Okay, when you answered my question, I think I heard you say you are guardedly optimistic. You will be able to reposition --

  • David Driscoll - President and CEO

  • I'm sorry, we cannot hear you. Hold on one second. I'm sorry. Like I said, Brett, if I could mimic what you sound to us, that's what you sound to us and we can't understand you're saying.

  • Brett Reiss - Analyst

  • All right. It's still -- why don't you take another question from somebody else and -- should I come back, try to reaccess the line?

  • David Driscoll - President and CEO

  • Well, I think the problem may be on our side but why don't we try a question from another person and then we will see --

  • Brett Reiss - Analyst

  • We will try it again and hope for the best. Okay.

  • Operator

  • Jeff Lau, Sidoti.

  • Jeff Lau - Analyst

  • Good morning. His question was just -- I had a similar question. You expect to sell 75% or I guess are cautiously optimistic about selling 75% of those properties by 2013, you said?

  • David Driscoll - President and CEO

  • Yes, and when I say selling them I mean closing on them.

  • Jeff Lau - Analyst

  • Okay. I guess on following that, I guess do you know or are you willing to provide like a best and worst case in terms of I guess proceeds you think you would receive from those properties?

  • David Driscoll - President and CEO

  • We are not providing any guidance at this point to these -- on that process. I think it is our goal during calendar 2012 to try to provide that level of guidance but at the present time we are not doing that.

  • Jeff Lau - Analyst

  • Okay, and can you just quickly go over again -- you discussed environmental expenses when you made your statements. Could you just go over again how much you think those are going to increase?

  • David Driscoll - President and CEO

  • I'm sorry, I did not get the question well. We are hopeful if the operator is on the phone that she said she was going to call our backup line three minutes ago and she still hasn't called it yet.

  • Operator

  • Yes, we do have an operator calling that number.

  • David Driscoll - President and CEO

  • Just hang on a minute. If we could get the operator to call our backup line that we put in place that would be very helpful.

  • Operator

  • That was just disconnected, sir.

  • David Driscoll - President and CEO

  • Please call the line, operator.

  • Jeff Lau - Analyst

  • I was just curious if you could go over again the environmental expenses that you discussed in your beginning statements, on how that's going to I guess significantly increase in 2012.

  • David Driscoll - President and CEO

  • Sure, we assumed all of the Marketing liabilities as a result of their bankruptcy. Those liabilities are a low $30 million kind of number. And as a result of that, our 2012 results will -- our income statement will reflect the spending that we have on those liabilities through the year. At this point we've put a lot of our efforts into getting our 10-K filed last night to just quantifying the overall liability and moving quickly now towards identifying what the quarterly numbers will be. Certainly it's based on the stip that was filed in the bankruptcy court. Until April 30, we anticipate that GPMI is going to be paying those expenses.

  • So we're not in a position at this point to provide you with guidance on what they are going to be for 2012 but as I hope I am indicating, we do intend to help you provide that kind of guidance as this year progresses.

  • Jeff Lau - Analyst

  • Okay, thank you.

  • Operator

  • Anthony Paolone, JPMorgan.

  • Anthony Paolone - Analyst

  • Thanks, can you hear me?

  • David Driscoll - President and CEO

  • It was a problem but we will fix it.

  • Anthony Paolone - Analyst

  • You may not want to hear from me, but just two items. You said you actually had some properties under contract, it sounded like. Is that -- did I hear that right? And then also can you give us just a dollar amount of what is actually teed up for sale right now that is locked up?

  • David Driscoll - President and CEO

  • That falls into my whole guidance thing, Tony, so I would prefer to wait a little bit longer before I start putting those numbers out there.

  • Anthony Paolone - Analyst

  • Okay, but you did say that stuff is under contract, it's not just kind of in process?

  • David Driscoll - President and CEO

  • Absolutely, but I do have to observe for you, a lot of these contracts have 12 months or longer due diligence periods in them while tenants get authority, the zoning authority or local authority to conform the property to whatever particular use they would like to use it for.

  • Anthony Paolone - Analyst

  • Okay, but-- so you have sold I think in the last few months one or two properties. Do you think that pace picks up?

  • David Driscoll - President and CEO

  • Significantly.

  • Anthony Paolone - Analyst

  • So we should see some further activity in the next few months in a quarter or two?

  • David Driscoll - President and CEO

  • Yes, you should.

  • Anthony Paolone - Analyst

  • Okay, then just the other item. Is there anything in sort of this process of getting the properties back and dealing with the fuel supply agreements and so forth that could put your REIT status at risk or anything you need to do to navigate around that?

  • David Driscoll - President and CEO

  • No.

  • Anthony Paolone - Analyst

  • Okay, so you won't actually have --technically be operating any of these things?

  • David Driscoll - President and CEO

  • I don't want to get into the details of it but even if we were, it wouldn't put our REIT status in jeopardy because there are provisions that permit us to do that for some period of time.

  • Anthony Paolone - Analyst

  • Okay, got it. Thank you.

  • Operator

  • Brett Reiss, Janney Montgomery Scott.

  • Brett Reiss - Analyst

  • Great, assuming the stipulation is accepted by the bankruptcy judge, when you take control of the properties, all of the sub tenant leases that had existed with Getty Marketing do not exist. So are these then people just month-to-month tenants?

  • David Driscoll - President and CEO

  • Generally speaking I think you're correct, yes. Brett, I want to be careful about using words around legal concepts in this kind of phone call that then could be called in in another context and used against us.

  • Brett Reiss - Analyst

  • Okay. I am just -- okay. There is talk of you stepping into the shoes of Getty Petroleum and pursuing a fraudulent conveyance lawsuit against Lukoil. Could you give me some color on what you have to prove there and how optimistic you are that that many have some material legs?

  • David Driscoll - President and CEO

  • Brett, we have been talking about this I think for 24 to 36 months and what I said 24 to 36 months ago is what I say now, which is that when all of this gets done, there may be a lottery ticket out there and we are obviously mindful of that. We're going to pay attention to that. We're going to protect that but we are not running the business around it.

  • Brett Reiss - Analyst

  • Okay, could you just help me understand GVO, Green Valley Oil, is it because there is such a large cluster of sub tenants that they are always addressed specifically in the stipulation? Can you just -- they seem to have a different status than some of the other sub tenants. Can you just help me understand that a little bit better?

  • David Driscoll - President and CEO

  • I think you hit the nail on the head. They are significantly larger than any of the other sub tenants. They sublet from Marketing more than 200 properties and I think Marketing's next largest tenant sublets from them less than 20.

  • Brett Reiss - Analyst

  • Okay, now Mr. Paolone, who was on the call, he divides the properties under the master lease into three buckets. There's 335 that are subleased to two large operators in New England and New Jersey and then there's 345 of various sub tenants and then the 160 properties that are no longer service stations. Within that 335 sub tenant bucket described by Mr. Paolone, is that where Green Valley Oil comes in?

  • David Driscoll - President and CEO

  • Brett, I'm going to be honest with you. This morning I have been prepping for this call and while I am aware of the fact that Tony put a report out this morning, I have only scanned it briefly. So I am not in a position to comment with respect to specific numbers and where the references are and everything else. I'm sure Tony would talk to you.

  • Brett Reiss - Analyst

  • Okay, that would be nice. I thank you for taking my calls -- my questions, sorry.

  • David Driscoll - President and CEO

  • You're welcome.

  • Operator

  • Thank you. That concludes today's question-and-answer session. At this time, I would like to turn the call to Mr. Driscoll for any closure or further remarks.

  • David Driscoll - President and CEO

  • No, I think that -- I guess the biggest thing is that I really thank everybody that is on the call for your interest in our Company. We think that we obviously got a great quarter in front of us and a lot of work to do and we look forward to being in front of you shortly with some of the news about the beginnings of the repositioning. Thank you.

  • Operator

  • This concludes our conference call. You may now disconnect at this time.