GETTY REALTY CORP MD

Previous wording

Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, our statements regarding our network of convenience stores, express tunnel car washes, automotive service centers, automotive parts retailers, and certain other freestanding retailers, including drive thru quick service restaurants; substantial compliance of our properties with federal, state, and local provisions enacted or adopted pertaining to environmental matters; the effects of U.S. federal tax reform and other legislative, regulatory, and administrative developments; the impact of existing legislation and regulations on our competitive position; our prospective future environmental liabilities, including those resulting from preexisting unknown environmental contamination; negative impacts from geopolitical uncertainty on the global economy or on our tenants’ businesses, financial position or results of operations, including from COVID-19 or outbreaks of other highly infectious or contagious diseases, and terrorist attacks and other acts of violence, including current conflicts in Europe and the Middle East; quantifiable trends, which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the removal and replacement of underground storage tanks ("UST"); the impact of our redevelopment efforts related to certain of our properties; the amount of revenue we expect to realize from our properties; our belief that our owned and leased properties are adequately covered by casualty and liability insurance; our workplace demographics, recruiting efforts, and employee compensation program; funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) as measures that represent our core operating performance and their utility in comparing our core operating performance between periods; the reasonableness of our estimates, judgments, projections, and assumptions used regarding our accounting policies and methods; our critical accounting policies; our exposure and liability due to and our accruals, estimates, and assumptions regarding our environmental liabilities and remediation costs; loan loss reserves or allowances; our belief that our accruals for environmental and litigation matters, including matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our MTBE multi-district litigation cases in the states of Pennsylvania and Maryland, were appropriate based on the information then available; our claims for reimbursement of monies expended in the defense and settlement of certain MTBE cases under pollution insurance policies; compliance with federal, state, and local provisions enacted or adopted pertaining to environmental matters; our beliefs about the settlement proposals we receive and the probable outcome of litigation or regulatory actions and their impact on us; our expected recoveries from UST funds; our indemni…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, our statements regarding our network of convenience stores, express tunnel car washes, automotive service centers, automotive parts retailers, and certain other freestanding retailers, including drive thru quick service restaurants; substantial compliance of our properties with federal, state, and local provisions enacted or adopted pertaining to environmental matters; the effects of U.S. federal tax reform and other legislative, regulatory, and administrative developments; the impact of existing legislation and regulations on our competitive position; our prospective future environmental liabilities, including those resulting from preexisting unknown environmental contamination; negative impacts from geopolitical uncertainty on the global economy or on our tenants’ businesses, financial position or results of operations, including from COVID-19 or outbreaks of other highly infectious or contagious diseases, and terrorist attacks and other acts of violence, including current conflicts in Europe and the Middle East; quantifiable trends, which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the removal and replacement of underground storage tanks ("UST"); the impact of our redevelopment efforts related to certain of our properties; the amount of revenue we expect to realize from our properties; our belief that our owned and leased properties are adequately covered by casualty and liability insurance; our workplace demographics, recruiting efforts, and employee compensation program; funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) as measures that represent our core operating performance and their utility in comparing our core operating performance between periods; the reasonableness of our estimates, judgments, projections, and assumptions used regarding our accounting policies and methods; our critical accounting policies; our exposure and liability due to and our accruals, estimates, and assumptions regarding our environmental liabilities and remediation costs; loan loss reserves or allowances; our belief that our accruals for environmental and litigation matters, including matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our MTBE multi-district litigation cases in the states of Pennsylvania and Maryland, were appropriate based on the information then available; our claims for reimbursement of monies expended in the defense and settlement of certain MTBE cases under pollution insurance policies; compliance with federal, state, and local provisions enacted or adopted pertaining to environmental matters; our beliefs about the settlement proposals we receive and the probable outcome of litigation or regulatory actions and their impact on us; our expected recoveries from UST funds; our indemni…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Our portfolio is comprised of convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), and certain other freestanding retail properties, including drive thru quick service restaurants and automotive parts retailers. As of June 30, 2024, our portfolio included 1,124 properties, including 1,088 properties owned by us and 36 properties that we leased from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

Current wording

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Our portfolio is comprised of convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), and certain other freestanding retail properties, including drive thru quick service restaurants and automotive parts retailers. As of September 30, 2024, our portfolio included 1,108 properties, including 1,074 properties owned by us and 34 properties that we leased from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

Previous wording

Our 1,124 properties are located in 42 states and Washington D.C. and include a concentration in the Northeast and Mid-Atlantic regions that we believe is unique and not readily available for purchase or lease from other owners or landlords. Our typical property consists of approximately one acre of land in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, or certain other freestanding retailers, including drive thru quick service restaurants and automotive parts retailers. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps.

Current wording

Our 1,108 properties are located in 42 states and Washington D.C. and include a concentration in the Northeast and Mid-Atlantic regions that we believe is unique and not readily available for purchase or lease from other owners or landlords. Our typical property consists of approximately one acre of land in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, or certain other freestanding retailers, including drive thru quick service restaurants and automotive parts retailers. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps.

Previous wording

As of June 30, 2024, we leased 1,119 of our properties to tenants under triple-net leases, including 937 properties leased under 47 separate unitary or master triple-net leases, and 182 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years, with options for successive renewal terms of up to 20 years, and periodic rent escalations. As of June 30, 2024, our weighted average remaining lease term, excluding renewal options, was 9.2 years.

Current wording

As of September 30, 2024, we leased 1,104 of our properties to tenants under triple-net leases, including 913 properties leased under 47 separate unitary or master triple-net leases, and 191 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years, with options for successive renewal terms of up to 20 years, and periodic rent escalations. As of September 30, 2024, our weighted average remaining lease term, excluding renewal options, was 10.1 years.

Previous wording

As of June 30, 2024, we were also actively redeveloping two of our properties for alternative single tenant retail uses, and three of our properties were vacant.

Current wording

As of September 30, 2024, we were also actively redeveloping one of our properties for alternative single tenant retail uses, and three of our properties were vacant.

Previous wording

During the six months ended June 30, 2024, we invested $102.3 million (net of amounts funded in prior periods) across 53 properties, including the acquisition of fee simple interests in 19 express tunnel car washes, 16 auto service centers, three drive thru quick service restaurants, and two convenience stores.

Current wording

During the nine months ended September 30, 2024, we invested $132.5 million (net of amounts funded in prior periods) across 60 properties, including the acquisition of fee simple interests in 29 express tunnel car washes, 17 auto service centers, three drive thru quick service restaurants, and three convenience stores.

Previous wording

During the six months ended June 30, 2023, we invested $111.6 million (net of amounts funded in prior periods) across 40 properties, including the acquisition of fee simple interests in 14 express tunnel car washes, one convenience store and one drive thru quick service restaurant.

Current wording

During the nine months ended September 30, 2023, we invested $266.7 million across 70 properties (net of amounts funded in prior periods), including the acquisition of fee simple interests in 23 express tunnel car washes, 10 convenience stores, three drive thru quick service restaurants and one auto service center.

Previous wording

We believe that certain of our properties, primarily those currently being used as gas and repair businesses, are well-suited to be redeveloped as modern convenience stores or other single tenant convenience and automotive retail uses, such as automotive parts retailers, quick service restaurants, auto service centers, and bank branches. We believe that the redeveloped properties can be leased or sold at higher values than their prior use. Since the inception of our redevelopment program in 2015, we have completed 31 redevelopment projects.

Current wording

We believe that certain of our properties, primarily those currently being used as gas and repair businesses, are well-suited to be redeveloped as modern convenience stores or other single tenant convenience and automotive retail uses, such as automotive parts retailers, quick service restaurants, auto service centers, and bank branches. We believe that the redeveloped properties can be leased or sold at higher values than their prior use. During the nine months ended September 30, 2024, rent commenced on one completed redevelopment project that was placed back into service in our net lease portfolio. Since the inception of our redevelopment program in 2015, we have completed 32 redevelopment projects.

Previous wording

As of June 30, 2024, we had two properties under active redevelopment and several others in various stages of feasibility planning for potential recapture from our net lease portfolio.

Current wording

As of September 30, 2024, we had one property under active redevelopment and several others in various stages of feasibility planning for potential recapture from our net lease portfolio.

Previous wording

The following discussion describes our results of operations for the three and six months ended June 30, 2024.

Current wording

The following discussion describes our results of operations for the three and nine months ended September 30, 2024:

Previous wording

The decrease in property operating expenses was primarily due to a decrease in reimbursable and non-reimbursable real estate taxes. The decrease in leasing and redevelopment expenses was primarily due to a decrease in demolition costs partially offset by an increase in professional fees and redevelopment project cost write-offs.

Current wording

The decrease in property operating expenses was primarily due to a decrease in reimbursable and non-reimbursable real estate taxes. The decrease in leasing and redevelopment expenses was due to lower professional fees and demolition costs, partially offset by certain redevelopment project write-offs.

Previous wording

Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the three months ended June 30, 2024 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values. Impairment charges for the three months ended June 30, 2023 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, and (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties

Current wording

Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the three months ended September 30, 2024 and 2023 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values.

Previous wording

The difference in environmental expenses for the three months ended June 30, 2024 was primarily due to lower legal and professional fees, changes in environmental estimates, and reduced accretion expense. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

Current wording

The decrease in environmental expenses for the three months ended September 30, 2024 was primarily due to changes in environmental estimates and lower accretion expense. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

Previous wording

The increase in general and administrative expenses was primarily due to increases in employee-related expenses and certain professional fees, offset by lower legal fees.

Current wording

The increase in general and administrative expenses was primarily due to increases in employee-related expenses and certain professional fees.

Previous wording

Gain on Dispositions of Real Estate

Current wording

(Loss) Gain on Dispositions of Real Estate

Previous wording

Six Months Ended June 30, 2024, compared to the six months ended June 30, 2023

Current wording

Nine Months Ended September 30, 2024, compared to the nine months ended September 30, 2023

Previous wording

The following table presents select data and comparative results from our consolidated statements of operations for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 (in thousands):

Current wording

The following table presents select data and comparative results from our consolidated statements of operations for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 (in thousands):

Previous wording

The following table presents the results for revenues from rental properties for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 (in thousands):

Current wording

The following table presents the results for revenues from rental properties for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 (in thousands):

Previous wording

The following table presents the results for property costs for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 (in thousands):

Current wording

The following table presents the results for property costs for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 (in thousands):

Previous wording

The decrease in property operating expenses was primarily due to a decrease in reimbursable and non-reimbursable real estate taxes. The increase in leasing and redevelopment expenses was due to increases in professional fees, redevelopment project cost write-offs, and demolition costs.

Current wording

The decrease in property operating expenses was primarily due to a decrease in reimbursable and non-reimbursable real estate taxes. The decrease in leasing and redevelopment expenses was primarily due to lower demolition costs, partially offset by by certain redevelopment project write-offs.

Previous wording

Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the six months ended June 30, 2024 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, and (ii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties. Impairment charges for the six months ended June 30, 2023 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, and (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties

Current wording

Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the nine months ended September 30, 2024 and 2023 were attributable to (i) the effect of adding asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties, and (iii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties.

Previous wording

Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

Current wording

The decrease in environmental expenses for the nine months ended September 30, 2024 was primarily due to changes in environmental estimates and lower accretion expenses. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

Previous wording

The increase in general and administrative expenses was primarily due to increases in employee-related expenses, certain professional fees, and information technology expenses, partially offset by a decrease in non-recurring retirement and severance costs and legal fees.

Current wording

The increase in general and administrative expenses was primarily due to increases in employee-related expenses and certain professional fees, partially offset by a decrease in non-recurring retirement and severance costs and legal fees.

Previous wording

The increase in interest expense was due to higher average borrowings and higher average interest rates during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

Current wording

The increase in interest expense was due to higher average borrowings and higher average interest rates during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Previous wording

As of June 30, 2024, we had $282.5 million of availability under our Revolving Credit Facility, 1.2 million shares of common stock subject to forward sale agreements which are anticipated to generate approximately $35.9 million of gross proceeds upon settlement, and available cash and cash equivalents of $4.7 million.

Current wording

As of September 30, 2024, we had $287.5 million of availability under our Revolving Credit Facility, 4.4 million shares of common stock subject to forward sale agreements which are anticipated to generate approximately $132.5 million of gross proceeds upon settlement, and available cash and cash equivalents of $4.0 million.

Previous wording

Our cash flow activities for the six months ended June 30, 2024 and 2023, are summarized as follows (in thousands):

Current wording

Our cash flow activities for the nine months ended September 30, 2024 and 2023, are summarized as follows (in thousands):

Previous wording

The change in net cash flow provided by operating activities for the six months ended June 30, 2024 and 2023 was primarily the result of changes in revenues and expenses as discussed in “Results of Operations” above and the other changes in assets and liabilities on our consolidated statements of cash flows.

Current wording

The change in net cash flow provided by operating activities for the nine months ended September 30, 2024 and 2023 was primarily the result of changes in revenues and expenses as discussed in “Results of Operations” above and the other changes in assets and liabilities on our consolidated statements of cash flows.

Previous wording

The decrease in net cash flow used in investing activities was primarily due to a $62.7 million increase in collections of notes and mortgages receivable and a $22.5 million decrease in issuance of notes and mortgages receivable, partially offset by a $77.6 million increase in property acquisitions, a $3.3 million decrease in deposits for property acquisitions and a $1.4 million decrease in proceeds from dispositions of real estate.

Current wording

The decrease in net cash flow used in investing activities was primarily due to a $75.4 million increase in collections of notes and mortgages receivable, a $67.3 million decrease in issuance of notes and mortgages receivable, and a $1.3 million increase in proceeds from dispositions of real estate, partially offset by an $11.5 million increase in property acquisitions and a $4.2 million decrease in deposits for property acquisitions.

Previous wording

The decrease in net cash flow provided by financing activities was primarily due to a decrease in net proceeds from the issuance of common stock under the ATM Program of $107.0 million and a decrease in net proceeds from Senior Unsecured Notes of $50.0 million, partially offset by an increase of $77.5 million in net borrowings under the Revolving Credit Facility and $75.0 million under the Term Loan and an $8.3 million increase in cash dividends paid.

Current wording

The decrease in net cash flow provided by financing activities was primarily due to an $83.0 million decrease in net proceeds from the issuance of common stock under the ATM Program, a $71.7 million decrease in net proceeds from Common Stock Offerings, a $50.0 million decrease in net proceeds from Senior Unsecured Notes, an $11.0 million increase in cash dividends paid, and a $2.5 million decrease in net borrowings under the Revolving Credit Facility, partially offset by a $75.0 million increase in proceeds under the Term Loan.

Previous wording

In February 2022, we entered into a sixth amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”) (the "Sixth Amended and Restated Prudential Agreement") pursuant to which, in January 2023, we issued $80.0 million of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential and used the proceeds to repay the $75.0 million of 5.35% Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under its fifth amended and restated note purchase and guarantee agreement with Prudential (the "Fifth Amended and Restated Prudential Agreement"). The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential Agreement, including (i) $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”), (ii) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (iii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”) and (iv) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”), remain outstanding under the Sixth Amended and Restated Prudential Agreement.

Current wording

In February 2022, we entered into a sixth amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”) (the "Sixth Amended and Restated Prudential Agreement") pursuant to which, in January 2023, we issued $80.0 million of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential and used the proceeds to repay the $75.0 million of 5.35% Series B Guaranteed Senior Notes due June 2, 2023 (the “Series B Notes”) outstanding under its fifth amended and restated note purchase and guarantee agreement with Prudential (the "Fifth Amended and Restated Prudential Agreement"). The other senior unsecured notes outstanding under the Fifth Amended and Restated Prudential Agreement, including (i) $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025, (ii) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (iii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”), and (iv) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”), remain outstanding under the Sixth Amended and Restated Prudential Agreement.

Previous wording

In February 2023, we completed a follow-on public offering of 3.45 million shares of common stock in connection with forward sales agreements (the “February 2023 Forward Offering”). During the year ended December 31, 2023, we settled all 3.45 million shares and realized net proceeds of $112.1 million.

Current wording

In February 2023, we completed a follow-on public offering of 3.5 million shares of common stock in connection with forward sales agreements. During the three months ended September 30, 2023, we settled 2.2 million shares of common stock from the February 2023 Forward Offering, realizing net proceeds of $71.5 million. During the year ended December 31, 2023, we settled all 3.5 million shares and realized net proceeds of $112.1 million.

Previous wording

During the three and six months ended June 30, 2024 and 2023, no shares of common stock were issued under the ATM Program, respectively. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

Current wording

During the three and nine months ended September 30, 2024 and 2023, no shares of common stock were issued under the ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

Previous wording

During the three and six months ended June 30, 2024, we entered into forward sale agreements to sell an aggregate of 0.4 million shares of common stock at an average gross offering price of $27.98 per share under the ATM Program. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions.

Current wording

During the three months ended September 30, 2024 and 2023, we did not enter into any forward sale agreements under the ATM Program. During the nine months ended September 30, 2024, we entered into forward sale agreements to sell an aggregate of 0.4 million shares of common stock at an average gross offering price of $27.98 per share and, during the nine months ended September 30, 2023, we entered into forward sale agreements to sell an aggregate of 0.2 million shares of common stock at an average gross offering price of $34.97 per share.

Previous wording

During the three and six months ended June 30, 2023, we settled 1.0 million and 3.7 million shares of common stock, respectively, subject to forward sale agreements under the ATM Program for net proceeds of $31.2 million and $114.1 million, respectively, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement. As of June 30, 2023, there were no shares remain subject to forward sale agreements under the ATM Program.

Current wording

During the three and nine months ended September 30, 2024, we settled 0.8 million shares and 1.0 million shares, respectively, of common stock subject to forward sale agreements under the ATM Program for net proceeds of $23.9 million and $31.1 million, respectively, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement. During the nine months ended September 30, 2023, we settled 3.7 million shares of common stock subject to forward sale agreements under the ATM Program for net proceeds of $114.1 million, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement.

Previous wording

As of June 30, 2024, we had approximately 1.2 million shares of common stock subject to outstanding forward sale agreements under the ATM Program at an average gross offering price of $29.03 per share. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions.

Current wording

As September 30, 2024, we had 0.4 million shares of common stock outstanding subject to forward sale agreements under the ATM Program. We expect to settle the forward sale agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, subject to certain conditions.

Previous wording

Regular quarterly dividends paid to our stockholders for the six months ended June 30, 2024 were $49.8 million, or $0.90 per share. There can be no assurance that we will continue to pay dividends at historical rates, if at all.

Current wording

Regular quarterly dividends paid to our stockholders for the nine months ended September 30, 2024 were $74.8 million, or $1.35 per share. There can be no assurance that we will continue to pay dividends at historical rates, if at all.

Previous wording

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $11.0 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of June 30, 2024.

Current wording

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $11.8 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of September 30, 2024.

Previous wording

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

Current wording

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

Previous wording

We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation, and then discount them to present value. We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of June 30, 2024, we had accrued a total of $21.0 million for our prospective environmental remediation obligations. This accrual consisted of (i) $9.2 million of known reserve liabilities which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries and (ii) $11.8 million of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination. As of December 31, 2023, we had accrued a total of $22.4 million for our prospective environmental remediation obligations. This accrual consisted of (i) $9.9 million of known reserve liabilities and (ii) $12.5 million of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination.

Current wording

We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation, and then discount them to present value. We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of September 30, 2024, we had accrued a total of $20.8 million for our prospective environmental remediation obligations. This accrual consisted of (i) $9.0 million of known reserve liabilities which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (ii) $11.8 million of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination. As of December 31, 2023, we had accrued a total of $22.4 million for our prospective environmental remediation obligations. This accrual consisted of (i) $9.9 million of known reserve liabilities, and (ii) $12.5 million of unknown reserve liabilities, which was our estimate of future environmental liabilities related to preexisting unknown contamination.

Previous wording

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.2 million and $0.3 million of net accretion expense was recorded for the six months ended June 30, 2024 and 2023, respectively, which is included in environmental expenses. In addition, during the six months ended June 30, 2024 and 2023, we recorded credits to environmental expenses aggregating $0.8 million and $0.1 million, respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and environmental litigation accruals.

Current wording

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.3 million and $0.4 million of net accretion expense was recorded for the nine months ended September 30, 2024 and 2023, respectively, which is included in environmental expenses. In addition, during the nine months ended September 30, 2024 and 2023, we recorded credits to environmental expenses aggregating $0.8 million and $0.2 million, respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and environmental litigation accruals.