Condensed Consolidated Statements of Operations - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Revenues: | |||||
Rental revenues | $ 75,008 | $ 247,388 | $ 236,495 | $ 626,275 | $ 742,825 |
Interest income on loans and financing receivables | 5,326 | 33,652 | 25,079 | 55,219 | 82,435 |
Other income | 850 | 6,377 | 605 | 3,071 | 16,831 |
Total revenues | 81,184 | 287,417 | 262,179 | 684,565 | 842,091 |
Expenses: | |||||
Interest | 19,080 | 91,732 | 98,866 | 267,771 | 270,498 |
Property costs | 1,348 | 6,490 | 6,216 | 12,867 | 17,385 |
General and administrative | 5,679 | 17,288 | 13,922 | 37,145 | 50,597 |
Merger-related | 895 | ||||
Depreciation and amortization | 27,789 | 146,193 | 145,688 | 385,913 | 439,300 |
Provisions for impairment | 11,370 | 6,570 | 18,926 | 28,823 | |
Total expenses | 54,791 | 273,073 | 271,262 | 722,622 | 806,603 |
Other income (loss): | |||||
Gain (loss) on dispositions of real estate | 97 | 15,346 | (2,399) | (2,580) | 50,459 |
Loss on extinguishment of debt | (42,153) | ||||
Income (loss) before income taxes | 26,490 | 29,690 | (11,482) | (82,790) | 85,947 |
Income tax (benefit) expense | 703 | (2,657) | 1,944 | 5,901 | 1,593 |
Net Income (loss) | 25,787 | 32,347 | (13,426) | (88,691) | 84,354 |
Less: Net income attributable to noncontrolling interest | 221 | 683 | |||
Net income (loss) attributable to controlling interest | $ 25,787 | $ 32,126 | $ (13,426) | $ (88,691) | $ 83,671 |
Net income per share of common stock-basic | $ 0.09 | ||||
Net income per share of common stock-diluted | $ 0.09 | ||||
Weighted average common shares outstanding: | |||||
Basic (in shares) | 282,238,151 | ||||
Diluted (in shares) | 282,338,405 |
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||
Net income (loss) | $ 25,787 | $ 32,347 | $ (13,426) | $ (88,691) | $ 84,354 |
Other comprehensive income (loss): | |||||
Unrealized (losses) gains on cash flow hedges | (10,531) | (45,691) | 19,924 | 52,426 | 8,937 |
Cash flow hedge gains reclassified to interest expense | (894) | (8,816) | (5,922) | (11,222) | (26,262) |
Total other comprehensive (loss) income | (11,425) | (54,507) | 14,002 | 41,204 | (17,325) |
Total comprehensive (loss) income | 14,362 | (22,160) | 576 | (47,487) | 67,029 |
Comprehensive income attributable to noncontrolling interest | 0 | 221 | 0 | 0 | 683 |
Comprehensive (loss) income attributable to controlling interest | $ 14,362 | $ (22,381) | $ 576 | $ (47,487) | $ 66,346 |
Condensed Consolidated Statements of Members' Equity - USD ($) |
Total |
Common Members' Units |
Preferred Members' Units |
Accumulated Other Comprehensive Income |
Total Member's Equity |
Noncontrolling Interest |
---|---|---|---|---|---|---|
Balance at Feb. 02, 2023 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Feb. 02, 2023 | 0 | 0 | ||||
Increase (Decrease) in Members' Equity | ||||||
Members' contributions | 8,751,970,000 | $ 8,751,845,000 | $ 125,000 | 8,751,970,000 | ||
Members' contributions (in shares) | 1,000 | 125 | ||||
Members' distributions | (340,008,000) | $ (340,000,000) | $ (8,000) | (340,008,000) | ||
Net (loss) income | (88,691,000) | (88,699,000) | 8,000 | (88,691,000) | ||
Other comprehensive (loss) income | 41,204,000 | 41,204,000 | 41,204,000 | |||
Non-cash distribution to members | (11,385,000) | (11,385,000) | (11,385,000) | |||
Balance at Sep. 30, 2023 | 8,353,090,000 | $ 8,311,761,000 | $ 125,000 | 41,204,000 | 8,353,090,000 | 0 |
Balance (in shares) at Sep. 30, 2023 | 1,000 | 125 | ||||
Balance at Jun. 30, 2023 | 8,302,514,000 | $ 8,275,187,000 | $ 125,000 | 27,202,000 | 8,302,514,000 | 0 |
Balance (in shares) at Jun. 30, 2023 | 1,000 | 125 | ||||
Increase (Decrease) in Members' Equity | ||||||
Members' contributions | 200,000,000 | $ 200,000,000 | 200,000,000 | |||
Members' distributions | (150,000,000) | (150,000,000) | (150,000,000) | |||
Net (loss) income | (13,426,000) | (13,426,000) | (13,426,000) | |||
Other comprehensive (loss) income | 14,002,000 | 14,002,000 | 14,002,000 | |||
Balance at Sep. 30, 2023 | 8,353,090,000 | $ 8,311,761,000 | $ 125,000 | 41,204,000 | 8,353,090,000 | 0 |
Balance (in shares) at Sep. 30, 2023 | 1,000 | 125 | ||||
Balance at Dec. 31, 2023 | 8,599,198,000 | $ 8,591,845,000 | $ 125,000 | (816,000) | 8,591,154,000 | 8,044,000 |
Balance (in shares) at Dec. 31, 2023 | 1,000 | 125 | ||||
Increase (Decrease) in Members' Equity | ||||||
Members' contributions | 285,000,000 | $ 285,000,000 | 285,000,000 | |||
Members' distributions | (550,007,000) | (550,000,000) | $ (7,000) | (550,007,000) | ||
Net (loss) income | 84,354,000 | 83,664,000 | 7,000 | 83,671,000 | 683,000 | |
Other comprehensive (loss) income | (17,325,000) | (17,325,000) | (17,325,000) | |||
Distributions to non-controlling interest | (589,000) | (589,000) | ||||
Balance at Sep. 30, 2024 | 8,400,631,000 | $ 8,410,509,000 | $ 125,000 | (18,141,000) | 8,392,493,000 | 8,138,000 |
Balance (in shares) at Sep. 30, 2024 | 1,000 | 125 | ||||
Balance at Jun. 30, 2024 | 8,610,022,000 | $ 8,565,383,000 | $ 125,000 | 36,366,000 | 8,601,874,000 | 8,148,000 |
Balance (in shares) at Jun. 30, 2024 | 1,000 | 125 | ||||
Increase (Decrease) in Members' Equity | ||||||
Members' distributions | (187,000,000) | $ (187,000,000) | (187,000,000) | |||
Net (loss) income | 32,347,000 | 32,126,000 | 32,126,000 | 221,000 | ||
Other comprehensive (loss) income | (54,507,000) | (54,507,000) | (54,507,000) | |||
Distributions to non-controlling interest | (231,000) | (231,000) | ||||
Balance at Sep. 30, 2024 | $ 8,400,631,000 | $ 8,410,509,000 | $ 125,000 | $ (18,141,000) | $ 8,392,493,000 | $ 8,138,000 |
Balance (in shares) at Sep. 30, 2024 | 1,000 | 125 |
Condensed Consolidated Statement of Stockholders' Equity - 1 months ended Feb. 02, 2023 - USD ($) $ in Thousands |
Total |
Common Stock |
Capital in Excess of Par Value |
Distributions in Excess of Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
---|---|---|---|---|---|
Balance at Dec. 31, 2022 | $ 5,426,318 | $ 2,827 | $ 6,003,331 | $ (609,361) | $ 29,521 |
Balance (in shares) at Dec. 31, 2022 | 282,684,998 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net Income (Loss) | 25,787 | 25,787 | |||
Other comprehensive income | (11,425) | (11,425) | |||
Equity-based compensation | 975 | 975 | |||
Balance at Feb. 02, 2023 | $ 5,441,655 | $ 2,827 | $ 6,004,306 | $ (583,574) | $ 18,096 |
Balance (in shares) at Feb. 02, 2023 | 282,684,998 |
Pay vs Performance Disclosure - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Pay vs Performance Disclosure | |||||
Net Income (Loss) | $ 25,787 | $ 32,126 | $ (13,426) | $ (88,691) | $ 83,671 |
Insider Trading Arrangements |
3 Months Ended |
---|---|
Sep. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization |
9 Months Ended |
---|---|
Sep. 30, 2024 | |
Organization | |
Organization | 1. Organization STORE Capital Corporation was incorporated under the laws of Maryland on May 17, 2011 to acquire single‑tenant operational real estate to be leased on a long‑term, net basis to companies that operate across a wide variety of industries within the service, service-oriented retail and manufacturing sectors of the United States economy. From time to time, it also provided mortgage financing to its customers. On November 21, 2014, the Company completed the initial public offering of its common stock. The shares traded on the New York Stock Exchange from November 18, 2014 through the Closing Date, as defined below, under the ticker symbol “STOR”. On September 15, 2022, STORE Capital Corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”) and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. References herein to “we,” “us,” “our,” the “Company,” or “STORE Capital” are references to STORE Capital Corporation prior to the Merger and to STORE Capital LLC upon and following the Merger. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded. STORE Capital Corporation elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. STORE Capital LLC has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a REIT for federal income tax purposes beginning with its initial taxable year ended December 31, 2022. As a REIT, the Company will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its members and meets other specific requirements. |
Summary of Significant Accounting Principles |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Principles | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Basis of Accounting and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These condensed consolidated statements include the accounts of STORE Capital Corporation and its wholly-owned subsidiaries and special purpose entities that it controlled through its voting interest for the periods prior to the Merger. For the periods after the Merger, these condensed consolidated statements include the accounts of STORE Capital LLC, its wholly-owned subsidiaries, and special purpose entities and variable interest entities (“VIEs”) that it controls through its voting interest and other means. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are special purpose entities or VIEs. Each special purpose entity or VIE is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities or VIEs may only be used to settle the liabilities of such entity and are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the applicable special purpose entity or VIE. At September 30, 2024 and December 31, 2023, these special purpose entities held assets totaling $13.0 billion and $12.9 billion, respectively, and had third-party liabilities totaling $3.1 billion and $2.8 billion, respectively. At September 30, 2024 and December 31, 2023, these VIEs held assets totaling $268.6 million and $267.9 million, respectively, and had third-party liabilities totaling $1.3 million and $3.1 million, respectively. These assets and liabilities are included in the accompanying condensed consolidated balance sheets. The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, the variable interest holder’s form of ownership interest, the variable interest holder’s representation on the VIE’s governing body, the size and seniority of the variable interest holder’s investment, the variable interest holder’s ability and the rights of other investors to participate in policy making decisions, the variable interest holder’s ability to manage its ownership interest relative to the other interest holders, and the variable interest holder’s ability to replace the VIE manager and/or liquidate the entity. For its investments in entities that are not considered to be VIEs, the Company evaluates the type of ownership rights held by each party with an interest in the entity to determine if the Company holds a controlling financial interest. The assessment of whether the Company holds a controlling financial interest is made at inception of the entity and continually reassessed. Consolidated VIE The Company holds a 95% ownership interest in and is the managing member of a joint venture entity formed in December 2023 that owns and leases real estate to lessees that are affiliates of the noncontrolling interest holder. The Company also provided a $105.2 million loan to the joint venture. The Company classifies the joint venture as a VIE, as the equity holders do not have the obligation to absorb all future losses of the joint venture due to a provision that protects the equity holders from certain losses if an event of default occurs under the leases. The Company consolidates the joint venture as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the joint venture primarily consist of leased properties (net lease real estate accounted for as financing arrangements) and cash; its obligations primarily consist of debt service payments to the Company, which are eliminated in consolidation. Accounting for the Merger The Merger was accounted for using the asset acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”), which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets purchased and the liabilities assumed. Direct transaction costs incurred by STORE Capital LLC as the acquirer and amounts transferred to reimburse STORE Capital Corporation for costs incurred as the acquiree to sell the business are included in the consideration transferred and capitalized as a component of the cost of the assets acquired. An assembled workforce intangible asset is recorded at the acquisition date if it is part of the asset group acquired. Goodwill is not recognized in an asset acquisition and consideration transferred in excess over the fair value of the net assets acquired, if any, is allocated on a relative fair value basis to the identifiable assets and liabilities. See Note 10 of the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As noted above, the condensed consolidated financial statements of STORE Capital LLC reflect the recording of assets and liabilities at fair value as of the date of the Merger. The Merger resulted in the termination of the prior reporting entity and a corresponding creation of a new reporting entity. Accordingly, the Company’s condensed consolidated financial statements and transactional records prior to the Closing Date, or February 3, 2023, reflect the historical accounting basis of assets and liabilities and are labeled “Predecessor” while such records subsequent to the Closing Date reflect the fair value of assets acquired and liabilities assumed in the Company’s condensed consolidated financial statements and are labeled “Successor”. This change in reporting entity is represented in the condensed consolidated financial statements by a black line that appears between “Predecessor” and “Successor” on the statements and in the relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Merger are not comparable. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Segment Reporting The FASB’s ASC Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment. Investment Portfolio STORE Capital invests in real estate assets through three primary transaction types as summarized below. At the beginning of 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC Topic 842”) which had an impact on certain accounting related to the Company’s investment portfolio. • Real Estate Investments – investments are generally made in one of two ways, either through sale-leaseback transactions in which the Company acquires the real estate from the owner-operators and then leases the real estate back to them, or through acquisitions from third-party sellers in connection with which a new lease is entered into with the tenant. Both approaches result in long-term leases which are generally classified as operating leases and, in both cases, the operators become the Company’s long‑term tenants (its customers). In certain instances, the terms of the lease result in classification as a finance lease instead of an operating lease. Furthermore, certain of the lease contracts that are specifically associated with a sale-leaseback transaction may contain terms, such as a tenant purchase option, which results in the transaction being accounted for as a financing arrangement, due to the Company’s adoption of ASC Topic 842, rather than as an investment in real estate subject to an operating or finance lease. • Mortgage Loans Receivable – investments are made by issuing mortgage loans to the owner-operators of the real estate that serves as the collateral for the loans and the operators become long-term borrowers and customers of the Company. On occasion, the Company may also make other types of loans to its customers, such as equipment loans. • Hybrid Real Estate Investments – investments are made through modified sale-leaseback transactions, where the Company acquires land from the owner-operators, leases the land back through long-term leases and simultaneously issues mortgage loans to the operators secured by the buildings and improvements on the land. Subsequent to the adoption of ASC Topic 842, new or modified hybrid real estate investment transactions are generally accounted for as operating leases of the land and mortgage loans on the buildings and improvements. Accounting for Real Estate Investments Classification and Cost STORE Capital records the acquisition of real estate properties at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Intangible assets and liabilities acquired may include the value of existing in-place leases, above-market or below-market lease value of in-place leases and ground lease-related intangibles, as applicable. Management uses multiple sources to estimate fair value, including independent appraisals and information obtained about each property as a result of its pre‑acquisition due diligence and its marketing and leasing activities. Certain of the Company’s lease contracts allow its tenants the option, at their election, to purchase the leased property from the Company at a specified time or times (generally at the greater of the then-fair market value or the Company’s cost, as defined in the lease contracts). Subsequent to the adoption of ASC Topic 842, for real estate assets acquired through a sale-leaseback transaction and subject to a lease contract that contains a purchase option, the Company accounts for such an acquisition as a financing arrangement and records the investment in loans and financing receivables on the condensed consolidated balance sheets; should the purchase option later expire or be removed from the lease contract, the Company would derecognize the asset accounted for as a financing arrangement and recognize the transferred leased asset in real estate investments. In‑place lease intangibles are valued based on management’s estimates of lost rent and carrying costs during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases. In estimating lost rent and carrying costs, management considers market rents, real estate taxes, insurance, costs to execute similar leases (including leasing commissions) and other related costs. The value assigned to in‑place leases is amortized on a straight‑line basis as a component of depreciation and amortization expense typically over the remaining term of the related leases. The fair value of any above‑market or below‑market lease is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the contractual renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations. The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 20 to 40 years for buildings and is generally 10 to 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Revenue Recognition STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight‑line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, straight-line operating lease receivables, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represent unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the leases; these receivables are included in other assets, net on the condensed consolidated balance sheets. The Company reviews its straight-line operating lease receivables for collectibility on a contract by contract basis and any amounts not considered substantially collectible are written off against rental revenues. As of September 30, 2024 and December 31, 2023, the Company had $32.5 million and $13.3 million, respectively, of straight-line operating lease receivables. Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (“CPI”) may adjust over a one-year period or over multiple‑year periods. Often, these escalators increase rent at (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred. In addition to base rental revenue, certain leases also have contingent rentals that are based on a percentage of the tenant’s gross sales; the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is achieved. Approximately 3.1% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales; historically, contingent rent recognized has been less than 2.0% of rental revenues. The Company reviews its operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectibility of lease payments with respect to any tenant is not probable, a direct write‑off of the receivable is made and any future rental revenue is recognized only when the tenant makes a rental payment or when collectibility is again deemed probable. Direct costs incremental to successful lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. The Company periodically commits to fund the construction of new properties for its customers; rental revenue collected during the construction period is deferred and amortized over the remaining lease term when the construction project is complete. Substantially all of the Company’s leases are triple net, which means that the lessees are directly responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. For a few lease contracts, the Company collects property taxes from its customers and remits those taxes to governmental authorities. Subsequent to the adoption of ASC Topic 842, these property tax payments are presented on a gross basis as part of both rental revenues and property costs in the condensed consolidated statements of operations. Impairment STORE Capital reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. Such events or changes in circumstances may include an expectation to sell certain assets in accordance with the Company’s long-term strategic plans. Management considers factors such as expected future undiscounted cash flows, capitalization and discount rates, terminal value, tenant improvements, market trends (such as the effects of leasing demand and competition) and other factors including bona fide purchase offers received from third parties in making this assessment. These factors are classified as Level 3 inputs within the fair value hierarchy, discussed in Fair Value Measurement below. If an asset is determined to be impaired, the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results. During the three and nine months ended September 30, 2024 the Company recognized an aggregate provision for the impairment of real estate of $8.7 million and $22.8 million, respectively. For the assets impaired in 2024, the estimated aggregate fair value of the impaired real estate assets at the time of impairment aggregated $77.9 million. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an aggregate provision for the impairment of real estate of $5.5 million and $12.1 million, respectively. No impairment of real estate was recognized during the period from January 1, 2023 through February 2, 2023. Accounting for Loans and Financing Receivables Loans Receivable – Classification, Cost and Revenue Recognition STORE Capital holds its loans receivable, which are primarily mortgage loans secured by real estate, for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any. The Company recognizes interest income on loans receivable using the effective‑interest method applied on a loan‑by‑loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method. A loan receivable is placed on nonaccrual status when the loan has become more than 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of September 30, 2024 and December 31, 2023, the Company had loans receivable with an aggregate outstanding principal balance of $65.7 million and $54.8 million, respectively, on nonaccrual status. Sales-Type Receivables – Classification, Cost and Revenue Recognition Sales-type receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property. Impairment and Provision for Credit Losses The Company accounts for provision of credit losses in accordance with ASU 2016-13, Financial Instruments — Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments (“ASC Topic 326”). In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The primary credit quality indicator is the implied credit rating associated with each borrower, utilizing two categories, investment grade and non-investment grade. The Company computes implied credit ratings based on regularly received borrower financial statements using Moody’s Analytics RiskCalc. The Company considers the implied credit ratings, loan and financing receivable term to maturity and underlying collateral value and quality, if any, to calculate the expected credit loss over the remaining life of the receivable. Loans are written off against the allowance for credit loss when all or a portion of the principal amount is determined to be uncollectible. During the three and nine months ended September 30, 2024 the Company recognized an estimated $2.7 million and $6.0 million, respectively, provision for credit losses related to its loans and financing receivables; the provision for credit losses is included in provisions for impairment on the condensed consolidated statements of operations. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an estimated $1.1 million and $6.8 million, respectively, of provisions for credit losses. For the period from January 1, 2023 through February 2, 2023, no provisions for credit losses were recognized. For the three and nine months ended September 30, 2024, the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023 the Company did not write off any credit losses associated with loans receivable. Accounting for Operating Ground Lease Assets As part of certain real estate investment transactions, the Company may enter into long-term operating ground leases as a lessee. The Company is required to recognize an operating ground lease (or right-of-use) asset and related operating lease liability for each of these operating ground leases. Operating ground lease assets and operating lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments. Many of these operating lease contracts include options for the Company to extend the lease; the option periods are included in the minimum lease term if it is reasonably likely the Company will exercise the option(s). Rental expense for the operating ground lease contracts is recognized in property costs on a straight-line basis over the lease term. Some of the contracts have contingent rent escalators indexed to future increases in the CPI and a few contracts have contingent rentals that are based on a percentage of the gross sales of the property; these payments are recognized in expense as incurred. The payment obligations under these contracts are typically the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with the respective tenants. As a result, the Company also recognizes sublease rental revenue on a straight-line basis over the term of the Company’s sublease with the tenant; the sublease income is included in rental revenues. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money‑market funds of major financial institutions, consisting predominantly of U.S. Government obligations. Restricted Cash Restricted cash may include reserve account deposits held by lenders, including deposits required to be used for future investment in real estate assets, escrow deposits and cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code. The Company had $28.8 million and $10.8 million of restricted cash at September 30, 2024 and December 31, 2023, respectively, which are included in , on the condensed consolidated balance sheets. Deferred Financing and Other Debt Costs Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Costs paid to a lender as part of a debt issuance are recorded as a debt discount and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Financing costs related to the establishment of the Company's credit facility are deferred and amortized to interest expense over the term of the credit facility and are included in other assets, net, on the condensed consolidated balance sheets. Derivative Instruments and Hedging Activities The Company may enter into derivative contracts as part of its overall financing strategy to manage the Company’s exposure to changes in interest rates associated with current and/or future debt issuances. The Company does not use derivatives for trading or speculative purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records its derivatives on the balance sheet at fair value. All derivatives subject to a master netting arrangement in accordance with the associated master International Swap and Derivatives Association agreement have been presented on a net basis by counterparty portfolio for purposes of balance sheet presentation and related disclosures. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified to operations as an adjustment to interest expense as interest payments are made on the hedged debt transaction. As of September 30, 2024, the Company had 21 interest rate swap agreements in place. Eleven of the interest rate swap agreements have an aggregate notional value of $921.1 million, with ten maturing in May 2027 and one maturing in May 2029, and are designated cash flow hedges of the Company’s $921.1 million variable-rate bank unsecured term loan which matures in April 2027 (Note 4). Three interest rate swap agreements with an aggregate notional value of $375.0 million and maturing in February 2027 are designated cash flow hedges of the Company’s variable-rate unsecured revolving credit facility which matures in February 2027 (Note 4). Seven of the interest rate swap agreements with an aggregate notional value of $727.5 million, two with maturities in February 2027, and five with maturities in July 2028, are designated cash flow hedges of the Company’s $727.5 million floating-rate bank incremental unsecured term loan which matures in July 2026 (Note 4). Fair Value Measurement The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1—Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access. • Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs. • Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions. Income Taxes As a REIT, the Company generally will not be subject to federal income tax. It is still subject, however, to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly owned taxable REIT subsidiary (“TRS”) created to engage in non-qualifying REIT activities. The TRS is subject to federal, state and local income taxes. Following the Merger, the Company’s new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a captive REIT. Within the jurisdictions where the Company is treated as a captive REIT, the dividends paid deduction may be disallowed, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded. Based on the projected increase in income tax liabilities related to STORE Capital's new status as a captive REIT in multiple state tax jurisdictions, the Company, in addition to its existing obligation to compute current income tax expense, is now in a position where it needs to calculate deferred income taxes attributable to its temporary differences. While current income taxes are based upon the current period's income taxable for state tax reporting purposes, deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards. As required by ASC Topic 740, Income Taxes, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets, which is ultimately dependent upon the sources of future taxable income during the periods temporary differences become deductible. Based on the weight of available evidence, both positive and negative, management has determined that it is "more-likely-than-not" that the Company will not realize the benefits of its deferred tax assets. The Company recorded income tax benefit of $2.7 million and income tax expense of $1.6 million for the three and nine months ended September 30, 2024, respectively, and income tax expense of $1.9 million, $5.9 million, and $0.7 million for the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. Certain state tax returns filed for 2020 and federal and state tax returns filed for 2021 through 2023 are subject to examination by these jurisdictions. As of September 30, 2024, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as general and administrative expense. There was no accrual for interest or penalties at September 30, 2024 or December 31, 2023. Related Party Transactions The Company has a service contract with PCSD Ivory Private Limited, an entity affiliated with GIC, the Company’s majority member, under which it has agreed to perform certain loan servicing and other administrative services on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. During the three and nine months ended September 30, 2024, the Company collected $0.2 million and $0.6 million of fee income, respectively, which is recorded in other income on the condensed consolidated statements of operations. No such amounts were recorded for the period from February 3, 2023 through September 30, 2023 or the period from January 1, 2023 through February 2, 2023. Net Income Per Common Share Net income per common share has been computed for STORE Capital Corporation pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share (dollars in thousands):
(a) For the period from January 1, 2023 to February 2, 2023, excludes 197,026 shares related to unvested restricted shares as the effect would have been antidilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or the SEC. The Company adopts the new pronouncements as of the specified effective date. When permitted, the Company may elect to early adopt the new pronouncements. Unless otherwise discussed, these new accounting pronouncements include technical corrections to existing guidance or introduce new guidance related to specialized industries or entities and, therefore, will have minimal, if any, impact on the Company’s financial position, results of operations or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. While STORE only has one reportable segment, the Company is currently evaluating the potential impact the adoption of ASU 2023-07 will have on its future disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact the adoption of ASU 2023-09 will have on the consolidated financial statements or notes to the consolidated financial statements. |
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Investments | 3. Investments At September 30, 2024, STORE Capital had investments in 3,245 property locations representing 3,206 owned properties (of which 178 are accounted for as financing arrangements and 84 are accounted for as sales-type receivables), 25 properties where all the related land is subject to an operating ground lease and 14 properties which secure mortgage loans. The gross investment portfolio totaled $15.4 billion at September 30, 2024 and consisted of the gross acquisition cost of the real estate investments totaling $13.6 billion including an offset by intangible lease liabilities totaling $143.8 million, loans and financing receivables with an aggregate carrying amount of $1.7 billion and operating ground lease assets totaling $57.5 million. As of September 30, 2024, approximately 34% of these investments are assets of consolidated special purpose entity subsidiaries that are pledged as collateral under the non‑recourse obligations of such special purpose entities (Note 4). The gross dollar amount of the Company’s investments includes the investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and financing receivables and operating ground lease assets. During the nine months ended September 30, 2024, the Company had the following gross real estate and other investment activity (dollars in thousands):
(a) Excludes $24.2 million of total tenant improvement advances disbursed in 2024 which were accrued as of December 31, 2023. (b) Represents new operating ground lease asset recognized net of amortization during the nine months ended September 30, 2024. (c) Includes the below-market lease liabilities ($143.8 million) and the accumulated amortization ($14.4 million) of the liabilities recorded on the condensed consolidated balance sheets as intangible lease liabilities as of September 30, 2024. (d) Includes $13.2 million of tenant funded improvements during 2024. (e) In connection with certain acquisitions completed during the nine months ended September 30, 2024, the Company modified existing operating leases in a manner which required them to be accounted for as finance leases in accordance with ASC Topic 842. As a result, the Company reclassified $156.5 million of net real estate investments to loans and financing receivables, net on the condensed consolidated balance sheets. The Company also recognized a $16.0 million non-cash net gain in connection with the modification which is included in net gain (loss) on dispositions of real estate in the condensed consolidated statements of operations.
The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands):
(a) For the three months ended September 30, 2024 and 2023, includes $1.1 million and $893,000, respectively, of property tax tenant reimbursement revenue and includes $385,000 and $592,000, respectively, of variable lease revenue. For the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023, and the period from January 1, 2023 through February 2, 2023 includes $3.3 million, $2.3 million and $252,000, respectively, of property tax tenant reimbursement revenue and includes $921,000, $909,000 and $24,000, respectively, of variable lease revenue. (b) Represents total revenue recognized for the sublease of properties subject to operating ground leases to the related tenants; includes both payments made by the tenants to the ground lessors and straight-line revenue recognized for scheduled increases in the sublease rental payments. The Company has elected to account for the lease and nonlease components in its lease contracts as a single component if the timing and pattern of transfer for the separate components are the same and, if accounted for separately, the lease component would classify as an operating lease. Significant Credit and Revenue Concentration STORE Capital’s real estate investments are leased or financed to 635 customers who operate their businesses across 140 industries geographically dispersed throughout 49 states. The primary sectors of the U.S. economy and their proportionate dollar amount of STORE Capital’s investment portfolio at September 30, 2024 are service at 61%, service-oriented retail at 13% and manufacturing at 26%. Only one state, Texas (11%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at September 30, 2024. None of the Company’s customers represented more than 10% of the Company’s investment portfolio at September 30, 2024, with the largest customer representing 2.5% of the total investment portfolio. On an annualized basis, as of September 30, 2024, the largest customer represented approximately 2.4% of the Company’s total investment portfolio revenues. Real Estate Investments The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at September 30, 2024 was approximately 14.0 years. Substantially all the leases are triple net, which means that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect. At September 30, 2024, 18 of the Company’s properties were vacant and not subject to a lease. Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases in place as of September 30, 2024, are as follows (in thousands):
(a) Excludes future minimum rentals to be received under lease contracts associated with sale-leaseback transactions accounted for as financing arrangements and sales-type financing receivables. See Loans and Financing Receivables section below. Substantially all the Company’s leases include one or more renewal options (generally two to four five-year options). Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum lease payments presented above do not include any contingent rental payments such as lease escalations based on future changes in CPI. Intangible Lease Assets The following details intangible lease assets and related accumulated amortization (in thousands):
Aggregate lease intangible asset amortization included in depreciation and amortization expense was $13.2 million and $13.7 million during the three months ended September 30, 2024 and 2023, respectively, and $39.5 million, $36.1 million and $0.3 million for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. The amount amortized as a decrease to rental revenue for capitalized above‑market lease intangibles was $0.7 million for both the three months ended September 30, 2024 and 2023, and $2.1 million and $2.0 million for the nine months ended September 30, 2024 and the period from February 3, 2023 through September 30, 2023, respectively. For the period from January 1, 2023 through February 2, 2023 there was no amortization of above-market lease intangibles. Based on the balance of the intangible lease assets at September 30, 2024, the aggregate amortization expense is expected to be $13.4 million for the remainder of 2024, $49.1 million in 2025, $47.4 million in 2026, $45.6 million in 2027, $43.4 million in 2028, $40.4 million in 2029 and $234.4 million thereafter. The amount expected to be amortized as a decrease to rental revenue is expected to be $0.7 million for the remainder of 2024, $2.8 million in 2025, $2.8 million in 2026, $2.7 million in 2027, $2.6 million in 2028, $2.5 million in 2029 and $18.5 million thereafter. The weighted average remaining amortization period is approximately 11.8 years for the in‑place lease intangibles and approximately 13.7 years for the above-market lease intangibles. Intangible Lease Liabilities The following details intangible lease liabilities and related accumulated amortization (in thousands):
Lease intangible liabilities are amortized as an increase to rental revenues. For both the three months ended September 30, 2024 and 2023, amortization was $2.3 million and for the nine months ended September 30, 2024 and the period from February 3, 2023 through September 30, 2023, was $6.7 million and $6.0 million, respectively. There was no amortization of below-market lease intangibles for the period from January 1, 2023 through February 2, 2023. Based on the balance of the intangible liabilities at September 30, 2024, the amortization included in rental revenue is expected to be $2.2 million for the remainder of 2024, $8.6 million in 2025, $8.6 million in 2026, $8.4 million in 2027, $8.2 million in 2028, $8.0 million in 2029 and $85.4 million thereafter. The weighted average remaining amortization period, including extension periods, is approximately 22.5 years. Operating Ground Lease Assets As of September 30, 2024, STORE Capital had operating ground lease assets aggregating $57.5 million. Typically, the lease payment obligations for these leases are the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with those respective tenants. The Company recognized total lease cost for these operating ground lease assets of $1.0 million and $874,000 during the three months ended September 30, 2024 and 2023, respectively, and $2.8 million, $2.3 million and $273,000 for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. The Company also recognized, in rental revenues, sublease revenue associated with its operating ground leases of $780,000 and $703,000 during the three months ended September 30, 2024 and 2023, respectively, and $2.2 million, $1.9 million and $234,000 for the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. The future minimum lease payments to be paid under the operating ground leases as of September 30, 2024 were as follows (in thousands):
(a) STORE Capital’s tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event the tenant fails to make the required ground lease payments, the Company would be primarily responsible for the payment, assuming the Company does not re-tenant the property or sell the leasehold interest. Of the total $126.8 million commitment, $86.5 million is due for periods beyond the current term of the Company’s leases with the tenants. Amounts exclude contingent rent due under three leases where the ground lease payment, or a portion thereof, is based on the level of the tenant’s sales. Loans and Financing Receivables The Company’s loans and financing receivables are summarized below (dollars in thousands):
(a) Represents the weighted average interest rate as of the balance sheet date. (b) One of these mortgage loans allows for a prepayment in whole, but not in part, with a penalty ranging from 20% to 70% depending on the timing of the prepayment. (c) In accordance with ASC Topic 842, represents sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to operating leases. Interest rate shown is the weighted average initial rental or capitalization rate on the leases; the leases mature between 2034 and 2122 and the purchase options expire between 2024 and 2073. Loans Receivable At September 30, 2024, the Company held 24 loans receivable with an aggregate carrying amount of $145.8 million. Nine of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property; the interest rates on five of the mortgage loans are subject to increases over the term of the loans. The mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 20 to 40-year amortization period with a balloon payment, if any, at maturity or earlier upon the occurrence of certain other events. The equipment and other loans generally require the borrower to make monthly principal and interest payments with a balloon payment, if any, at maturity. The long-term mortgage loans receivable generally allow for prepayments without penalty or with penalties ranging from 1% to 15%, depending on the timing of the prepayment, except as noted in the table above. All other loans receivable allow for prepayments in whole or in part without penalty. Absent prepayments, scheduled maturities are expected to be as follows (in thousands):
Sale-Leaseback Transactions Accounted for as Financing Arrangements As of September 30, 2024 and December 31, 2023, the Company had $1.1 billion and $839.9 million, respectively, of investments acquired through sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to an operating lease; revenue from these arrangements is recognized in interest income rather than as rental revenue. The scheduled future minimum rentals to be received under these agreements (which will be reflected in interest income) as of September 30, 2024, were as follows (in thousands):
Sales-Type Financing Receivables As of September 30, 2024 and December 31, 2023, the Company had $462.0 million and $132.0 million, respectively, of investments accounted for as sales-type leases; the components of these investments were as follows (in thousands):
As of September 30, 2024, the future minimum lease payments to be received under the sales-type financing lease receivables are expected to be $9.2 million for the remainder of 2024, $36.9 million in 2025, $37.6 million in 2026, $38.4 million in 2027, $39.3 million in 2028, $40.3 million in 2029 and $1.1 billion thereafter. Provision for Credit Losses In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The Company groups individual loans and financing receivables based on the implied credit rating associated with each borrower. Based on credit quality indicators as of September 30, 2024, $191.4 million of loans and financing receivables were categorized as investment grade and $1.5 billion were categorized as non-investment grade. During the three and nine months ended September 30, 2024 there were $2.7 million and $6.0 million, respectively, of provisions for credit losses recognized, no write-offs charged against the allowance and no recoveries of amounts previously written off. As of September 30, 2024, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $9.1 million in 2024, $86.6 million in 2023, $14.8 million in 2022, $8.2 million in 2021, none in 2020 and $72.7 million prior to 2020. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $532.0 million in 2024, $574.0 million in 2023, $84.2 million in 2022, $62.0 million in 2021, $11.8 million in 2020 and $211.4 million prior to 2020. |
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Debt | 4. Debt Credit Facility The Company has a credit agreement (the “Unsecured Credit Agreement”) with a group of lenders which provides for a senior unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) and unsecured, variable-rate term loans which are discussed in more detail in the section titled “Unsecured Notes and Term Loans Payable, net” below. The Unsecured Revolving Credit Facility has a borrowing capacity of $753.9 million, matures in February 2027 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. At September 30, 2024, the Company had $375.0 million of borrowings outstanding on the facility. Borrowings under the Unsecured Revolving Credit Facility require monthly payments of interest at a rate selected by the Company of either (1) SOFR plus an adjustment of 0.10% plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the Unsecured Credit Agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on the Company’s consolidated total leverage ratio as defined in the Unsecured Credit Agreement. The Company is required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on the Company’s consolidated total leverage ratio. Currently, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. As of September 30, 2024, the Company has three interest rate swap agreements with an aggregate notional value of $375.0 million that effectively convert the outstanding borrowings on the Unsecured Revolving Credit Facility to an all-in fixed rate of 4.5950%. Under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on the Company’s pool of unencumbered assets, which aggregated approximately $10.1 billion at September 30, 2024. The facility is recourse to the Company and, as of September 30, 2024, the Company was in compliance with the covenants under the facility. The Unsecured Credit Agreement also includes capacity for uncommitted incremental term loans and revolving commitments, whether in the form of additional facilities or an increase to the existing facilities, up to an aggregate amount for all revolving commitments and term loans under the Unsecured Credit Agreement of $3.2 billion. At September 30, 2024 and December 31, 2023, unamortized financing costs related to the Company’s credit facility totaled $4.5 million and $6.0 million, respectively, and are included in other assets, net, on the condensed consolidated balance sheets. Unsecured Notes and Term Loans Payable, net The Company has completed four public offerings of ten-year unsecured notes (“Public Notes”). In March 2018, February 2019 and November 2020, the Company completed public offerings of $350.0 million each in aggregate principal amount. In November 2021, the Company completed a public offering of $375.0 million in aggregate principal amount. The Public Notes have coupon rates of 4.50%, 4.625%, 2.75% and 2.70%, respectively, and interest is payable semi-annually in arrears in March and September of each year for the 2018 and 2019 Public Notes, May and November of each year for the 2020 Public Notes, and June and December of each year for the 2021 Public Notes. The supplemental indentures governing the Public Notes contain various restrictive covenants, including limitations on the Company’s ability to incur additional secured and unsecured indebtedness. As of September 30, 2024, the Company was in compliance with these covenants. The Public Notes can be redeemed, in whole or in part, at par within three months of their maturity date or at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest and (ii) the make-whole premium, as defined in the supplemental indentures governing these notes. The Company has entered into Note Purchase Agreements (“NPAs”) with institutional purchasers that provided for the private placement of three series of senior unsecured notes initially aggregating $375.0 million (the “Notes”). At September 30, 2024, the Company had $114.4 million of Notes outstanding. Interest on the Notes is payable semi-annually in arrears in May and November of each year. On each interest payment date, the interest rate on each series of Notes may be increased by 1.0% should the Company’s Applicable Credit Rating (as defined in the NPAs) fail to be an investment-grade credit rating; the increased interest rate would remain in effect until the next interest payment date on which the Company obtains an investment grade credit rating. The Company may prepay at any time all, or any part, of any series of Notes, in an amount not less than 5% of the aggregate principal amount of the series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the NPAs). The Notes are senior unsecured obligations of the Company. The NPAs contain a number of financial covenants that are similar to the covenants contained in the Company’s Unsecured Credit Agreement as summarized above. Subject to the terms of the NPAs and the Notes, upon certain events of default, including, but not limited to, (i) a payment default under the Notes, and (ii) a default in the payment of certain other indebtedness by the Company or its subsidiaries, all amounts outstanding under the Notes will become due and payable at the option of the purchasers. As of September 30, 2024, the Company was in compliance with its covenants under the NPAs. The Company’s Unsecured Credit Agreement, provides for the Company’s Unsecured Revolving Credit Facility, as discussed above, and two unsecured, variable-rate term loans. The loans consist of an unsecured, variable rate term loan issued in February 2023 (“February 2023 Unsecured Term Loan”) and an unsecured, variable rate term loan issued in December 2023 (“December 2023 Unsecured Term Loan”). The February 2023 Unsecured Term Loan had initial borrowings of $600.0 million and was amended throughout 2023 to increase total borrowings to $921.1 million; as of September 30, 2024 and December 31, 2023, total borrowings on the February 2023 Unsecured Term Loan remained at $921.1 million. The February 2023 Unsecured Term Loan matures in April 2027 and the interest rate resets daily at Daily Simple plus an adjustment of 0.10% plus a spread ranging from 1.10% to 1.70% based on the Company’s consolidated total leverage ratio as defined in the Unsecured Credit Agreement. At September 30, 2024, the spread applicable to the Company was 1.25%. As of September 30, 2024, the Company had 11 interest rate swap agreements, with an aggregate notional value of $921.1 million, which effectively convert the term loan borrowings to an all-in fixed rate of 4.3469% for the remaining term of the loan. The December 2023 Unsecured Term Loan had borrowings of $592.5 million as of December 31, 2023. In January 2024, the Company entered into an incremental amendment of the existing Unsecured Credit Agreement which provided for an increase to the December 2023 Unsecured Term Loan of $135.0 million; as of September 30, 2024, total term loan borrowings under the December 2023 Unsecured Term Loan were $727.5 million. The December 2023 Unsecured Term Loan matures in July 2026 and includes two 12-month extensions. The interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.20% to 1.80% based on the Company’s consolidated total leverage ratio as defined in the Credit Agreement. At September 30, 2024, the spread applicable to the Company was 1.35%. During 2023, the Company entered into six interest rate swap agreements, with an aggregate notional value of $592.5 million, which effectively convert the borrowings as of December 31, 2023 to an all-in fixed rate of 5.4520% for the remaining term of the loan. In conjunction with the incremental amendment in January 2024, the Company entered into one interest rate swap agreement with a notional value of $135.0 million, which effectively converts the incremental borrowings to a fixed rate of 5.0095%. As noted above, under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. As of September 30, 2024, the Company was in compliance with these covenants. The Unsecured Term Loans are senior unsecured obligations of the Company, require monthly interest payments and may be prepaid without premium or penalty at any time. The Company’s senior unsecured notes and term loans payable are summarized below (dollars in thousands):
(a) Term loan was issued in December 2023 with borrowings of $592.5 million and amended in January 2024 to increase the total term loan borrowings to $727.5 million. (b) Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.35% at September 30, 2024. The Company has entered into seven interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024. (c) Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.25% at September 30, 2024. The Company has entered into 11 interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024. Non‑recourse Debt Obligations of Consolidated Special Purpose Entities, net During 2012, the Company implemented its STORE Master Funding debt program pursuant to which certain of its consolidated special purpose entities issue multiple series of non‑recourse net‑lease mortgage notes from time to time that are collateralized by the assets and related leases (collateral) owned by these entities. One of the principal features of the program is that, as additional series of notes are issued, new collateral is contributed to the collateral pool, thereby increasing the size and diversity of the collateral pool for the benefit of all noteholders, including those who invested in prior series. Another feature of the program is the ability to substitute collateral from time to time subject to meeting certain prescribed conditions and criteria. The notes issued under this program are generally segregated into Class A amortizing notes and Class B non‑amortizing notes. The Company has retained the Class B notes which aggregate $210.0 million at September 30, 2024. The Class A notes require monthly principal and interest payments with a balloon payment due at maturity and these notes may be prepaid at any time, subject to a yield maintenance prepayment premium if prepaid more than 24 or 36 months prior to maturity. As of September 30, 2024, the aggregate collateral pool securing the net‑lease mortgage notes was comprised primarily of single-tenant commercial real estate properties with an aggregate investment amount of approximately $4.9 billion. Certain of the consolidated special purpose entity subsidiaries of the Company have financed their real estate properties with traditional first mortgage debt. The notes generally require monthly principal and interest payments with balloon payments due at maturity. In general, these mortgage notes payable can be prepaid in whole or in part upon payment of a yield maintenance premium. The mortgage notes payable are collateralized by real estate properties owned by these consolidated special purpose entity subsidiaries with an aggregate investment amount of approximately $233.5 million at September 30, 2024. The mortgage notes payable, which are obligations of the consolidated special purpose entities described in Note 2, contain various covenants customarily found in mortgage notes, including a limitation on the issuing entity’s ability to incur additional indebtedness on the underlying real estate. Although this mortgage debt generally is non‑recourse, there are customary limited exceptions to recourse for matters such as fraud, misrepresentation, gross negligence or willful misconduct, misapplication of payments, bankruptcy and environmental liabilities. Certain of the mortgage notes payable also require the posting of cash reserves with the lender or trustee if specified coverage ratios are not maintained by the Company or one of its tenants. The Company’s non-recourse debt obligations of consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):
(a) Notes were prepaid, without penalty, in April 2024 using a portion of the proceeds from the aggregate $450.0 million STORE Master Funding Series 2024-1 issuance. (b) Prepayable, without penalty, 24 months prior to maturity. (c) Prepayable, without penalty, 36 months prior to maturity. (d) Note was repaid, without penalty, in April 2024 at maturity. (e) Prepayable, without penalty, three months prior to maturity. (f) Prepayable, without penalty, four months prior to maturity. Credit Risk Related Contingent Features The Company has agreements with derivative counterparties, which provide generally that the Company could be declared in default on its derivative obligations if the Company defaults on the underlying indebtedness. As of September 30, 2024, the termination value of the Company’s interest rate swaps that were in a liability position was approximately $17.9 million, which includes but excludes any adjustment for nonperformance risk. Long-term Debt Maturity Schedule As of September 30, 2024, the scheduled maturities, including balloon payments, on the Company’s aggregate long-term debt obligations are as follows (in thousands):
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Equity | 5. Equity Stockholders’ Equity (Predecessor) In November 2020, the Company established its fifth “at the market” equity distribution program, or ATM program, pursuant to which, from time to time, it could offer and sell up to $900.0 million of registered shares of common stock through a group of banks acting as its sales agents (the “2020 ATM Program”). For the period from January 1, 2023 to February 2, 2023, there were no common stock issuances under the 2020 ATM Program. Upon closing of the Merger, on February 3, 2023, the 2020 ATM Program was terminated. Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Merger, each share of common stock of the Company, par value $0.01 per share (“Common Stock”), other than shares of Common Stock held by STORE Capital, the Parent Parties or any of their respective wholly-owned subsidiaries, issued and outstanding immediately prior to the merger effective time, was automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, without interest. Members’ Equity (Successor) In connection with the Merger, the Company issued 1,000 common units (“Common Units”) to its members for an aggregate cash amount of $8.3 billion. Prior to the Merger, the Company issued 125 Series A Preferred Units (the “Preferred Units”) for an aggregate cash amount of $125,000. The issuance of the Preferred Units was made through a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In accordance with the Company’s operating agreement, members holding Preferred Units (“Preferred Members”) receive distributions bi-annually and Members holding Common Units (“Common Members”) may receive distributions monthly. Common Members may be subject to capital calls. Except for their initial capital contribution, no Preferred Members may make any additional capital contributions. Additionally, no Preferred Members have the right to demand a withdrawal, reduction or return of its capital contributions or receive interest thereon. The Preferred Units rank senior to the Common Units of the Company and to all other membership interests and equity securities issued by the Company with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company. |
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Commitments and Contingencies | 6. Commitments and Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Management believes that the final outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations. In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. As of September 30, 2024, the Company had commitments to its customers to fund improvements to owned or mortgaged real estate properties totaling approximately $205.8 million, of which $180.7 million is expected to be funded in the next twelve months. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts. The Company has employment agreements with each of its executive officers that provide for minimum annual base salaries and cash incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives on an annual and multi-year basis. In the event an executive officer’s employment terminates under certain circumstances, the Company would be liable for cash severance and continuation of healthcare benefits under the terms of the employee agreements. |
Fair Value of Financial Instruments |
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Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The Company’s derivatives are required to be measured at fair value in the Company’s consolidated financial statements on a recurring basis. Derivatives are measured under a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy. The Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a net basis by counterparty. The net derivative assets are included in other assets, and the net derivative liabilities, if any, are included in accrued expenses, deferred revenue and other liabilities on the condensed consolidated balance sheets. The following table summarizes the net derivative balances recorded on the condensed consolidated balance sheets and provides information as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties in accordance with the associated master International Swap and Derivatives Association agreement (in thousands):
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based on market conditions and perceived risks at September 30, 2024 and December 31, 2023. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and tenant deposits. Generally, these assets and liabilities are short‑term in duration and are recorded at fair value on the condensed consolidated balance sheets. The Company believes the carrying value of the borrowings on its credit facility approximate fair value based on their nature, terms and variable interest rate. Additionally, the Company believes the current carrying values of its fixed‑rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The estimated fair values of the Company’s aggregate long-term debt obligations have been derived based on market observable inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 within the fair value hierarchy. At September 30, 2024, these debt obligations had an aggregate carrying value of $5.8 billion and an estimated fair value of $6.0 billion. At December 31, 2023, these debt obligations had an aggregate carrying value of $5.4 billion and an estimated fair value of $5.3 billion. |
Summary of Significant Accounting Principles (Policies) |
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Basis of Accounting and Principles of Consolidation | Basis of Accounting and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These condensed consolidated statements include the accounts of STORE Capital Corporation and its wholly-owned subsidiaries and special purpose entities that it controlled through its voting interest for the periods prior to the Merger. For the periods after the Merger, these condensed consolidated statements include the accounts of STORE Capital LLC, its wholly-owned subsidiaries, and special purpose entities and variable interest entities (“VIEs”) that it controls through its voting interest and other means. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are special purpose entities or VIEs. Each special purpose entity or VIE is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities or VIEs may only be used to settle the liabilities of such entity and are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the applicable special purpose entity or VIE. At September 30, 2024 and December 31, 2023, these special purpose entities held assets totaling $13.0 billion and $12.9 billion, respectively, and had third-party liabilities totaling $3.1 billion and $2.8 billion, respectively. At September 30, 2024 and December 31, 2023, these VIEs held assets totaling $268.6 million and $267.9 million, respectively, and had third-party liabilities totaling $1.3 million and $3.1 million, respectively. These assets and liabilities are included in the accompanying condensed consolidated balance sheets. The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, the variable interest holder’s form of ownership interest, the variable interest holder’s representation on the VIE’s governing body, the size and seniority of the variable interest holder’s investment, the variable interest holder’s ability and the rights of other investors to participate in policy making decisions, the variable interest holder’s ability to manage its ownership interest relative to the other interest holders, and the variable interest holder’s ability to replace the VIE manager and/or liquidate the entity. For its investments in entities that are not considered to be VIEs, the Company evaluates the type of ownership rights held by each party with an interest in the entity to determine if the Company holds a controlling financial interest. The assessment of whether the Company holds a controlling financial interest is made at inception of the entity and continually reassessed. Consolidated VIE The Company holds a 95% ownership interest in and is the managing member of a joint venture entity formed in December 2023 that owns and leases real estate to lessees that are affiliates of the noncontrolling interest holder. The Company also provided a $105.2 million loan to the joint venture. The Company classifies the joint venture as a VIE, as the equity holders do not have the obligation to absorb all future losses of the joint venture due to a provision that protects the equity holders from certain losses if an event of default occurs under the leases. The Company consolidates the joint venture as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the joint venture primarily consist of leased properties (net lease real estate accounted for as financing arrangements) and cash; its obligations primarily consist of debt service payments to the Company, which are eliminated in consolidation. Accounting for the Merger The Merger was accounted for using the asset acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”), which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets purchased and the liabilities assumed. Direct transaction costs incurred by STORE Capital LLC as the acquirer and amounts transferred to reimburse STORE Capital Corporation for costs incurred as the acquiree to sell the business are included in the consideration transferred and capitalized as a component of the cost of the assets acquired. An assembled workforce intangible asset is recorded at the acquisition date if it is part of the asset group acquired. Goodwill is not recognized in an asset acquisition and consideration transferred in excess over the fair value of the net assets acquired, if any, is allocated on a relative fair value basis to the identifiable assets and liabilities. See Note 10 of the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As noted above, the condensed consolidated financial statements of STORE Capital LLC reflect the recording of assets and liabilities at fair value as of the date of the Merger. The Merger resulted in the termination of the prior reporting entity and a corresponding creation of a new reporting entity. Accordingly, the Company’s condensed consolidated financial statements and transactional records prior to the Closing Date, or February 3, 2023, reflect the historical accounting basis of assets and liabilities and are labeled “Predecessor” while such records subsequent to the Closing Date reflect the fair value of assets acquired and liabilities assumed in the Company’s condensed consolidated financial statements and are labeled “Successor”. This change in reporting entity is represented in the condensed consolidated financial statements by a black line that appears between “Predecessor” and “Successor” on the statements and in the relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Merger are not comparable. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. |
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Segment Reporting | Segment Reporting The FASB’s ASC Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment. |
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Investment Portfolio | Investment Portfolio STORE Capital invests in real estate assets through three primary transaction types as summarized below. At the beginning of 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC Topic 842”) which had an impact on certain accounting related to the Company’s investment portfolio. • Real Estate Investments – investments are generally made in one of two ways, either through sale-leaseback transactions in which the Company acquires the real estate from the owner-operators and then leases the real estate back to them, or through acquisitions from third-party sellers in connection with which a new lease is entered into with the tenant. Both approaches result in long-term leases which are generally classified as operating leases and, in both cases, the operators become the Company’s long‑term tenants (its customers). In certain instances, the terms of the lease result in classification as a finance lease instead of an operating lease. Furthermore, certain of the lease contracts that are specifically associated with a sale-leaseback transaction may contain terms, such as a tenant purchase option, which results in the transaction being accounted for as a financing arrangement, due to the Company’s adoption of ASC Topic 842, rather than as an investment in real estate subject to an operating or finance lease. • Mortgage Loans Receivable – investments are made by issuing mortgage loans to the owner-operators of the real estate that serves as the collateral for the loans and the operators become long-term borrowers and customers of the Company. On occasion, the Company may also make other types of loans to its customers, such as equipment loans. •
Hybrid Real Estate Investments – investments are made through modified sale-leaseback transactions, where the Company acquires land from the owner-operators, leases the land back through long-term leases and simultaneously issues mortgage loans to the operators secured by the buildings and improvements on the land. Subsequent to the adoption of ASC Topic 842, new or modified hybrid real estate investment transactions are generally accounted for as operating leases of the land and mortgage loans on the buildings and improvements. |
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Accounting for Real Estate Investments | Accounting for Real Estate Investments Classification and Cost STORE Capital records the acquisition of real estate properties at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Intangible assets and liabilities acquired may include the value of existing in-place leases, above-market or below-market lease value of in-place leases and ground lease-related intangibles, as applicable. Management uses multiple sources to estimate fair value, including independent appraisals and information obtained about each property as a result of its pre‑acquisition due diligence and its marketing and leasing activities. Certain of the Company’s lease contracts allow its tenants the option, at their election, to purchase the leased property from the Company at a specified time or times (generally at the greater of the then-fair market value or the Company’s cost, as defined in the lease contracts). Subsequent to the adoption of ASC Topic 842, for real estate assets acquired through a sale-leaseback transaction and subject to a lease contract that contains a purchase option, the Company accounts for such an acquisition as a financing arrangement and records the investment in loans and financing receivables on the condensed consolidated balance sheets; should the purchase option later expire or be removed from the lease contract, the Company would derecognize the asset accounted for as a financing arrangement and recognize the transferred leased asset in real estate investments. In‑place lease intangibles are valued based on management’s estimates of lost rent and carrying costs during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases. In estimating lost rent and carrying costs, management considers market rents, real estate taxes, insurance, costs to execute similar leases (including leasing commissions) and other related costs. The value assigned to in‑place leases is amortized on a straight‑line basis as a component of depreciation and amortization expense typically over the remaining term of the related leases. The fair value of any above‑market or below‑market lease is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the contractual renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations. The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 20 to 40 years for buildings and is generally 10 to 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. |
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Revenue Recognition | Revenue Recognition STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight‑line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, straight-line operating lease receivables, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represent unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the leases; these receivables are included in other assets, net on the condensed consolidated balance sheets. The Company reviews its straight-line operating lease receivables for collectibility on a contract by contract basis and any amounts not considered substantially collectible are written off against rental revenues. As of September 30, 2024 and December 31, 2023, the Company had $32.5 million and $13.3 million, respectively, of straight-line operating lease receivables. Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (“CPI”) may adjust over a one-year period or over multiple‑year periods. Often, these escalators increase rent at (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred. In addition to base rental revenue, certain leases also have contingent rentals that are based on a percentage of the tenant’s gross sales; the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is achieved. Approximately 3.1% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales; historically, contingent rent recognized has been less than 2.0% of rental revenues. The Company reviews its operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectibility of lease payments with respect to any tenant is not probable, a direct write‑off of the receivable is made and any future rental revenue is recognized only when the tenant makes a rental payment or when collectibility is again deemed probable. Direct costs incremental to successful lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. The Company periodically commits to fund the construction of new properties for its customers; rental revenue collected during the construction period is deferred and amortized over the remaining lease term when the construction project is complete. Substantially all of the Company’s leases are triple net, which means that the lessees are directly responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. For a few lease contracts, the Company collects property taxes from its customers and remits those taxes to governmental authorities. Subsequent to the adoption of ASC Topic 842, these property tax payments are presented on a gross basis as part of both rental revenues and property costs in the condensed consolidated statements of operations. |
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Impairment | Impairment STORE Capital reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. Such events or changes in circumstances may include an expectation to sell certain assets in accordance with the Company’s long-term strategic plans. Management considers factors such as expected future undiscounted cash flows, capitalization and discount rates, terminal value, tenant improvements, market trends (such as the effects of leasing demand and competition) and other factors including bona fide purchase offers received from third parties in making this assessment. These factors are classified as Level 3 inputs within the fair value hierarchy, discussed in Fair Value Measurement below. If an asset is determined to be impaired, the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results. During the three and nine months ended September 30, 2024 the Company recognized an aggregate provision for the impairment of real estate of $8.7 million and $22.8 million, respectively. For the assets impaired in 2024, the estimated aggregate fair value of the impaired real estate assets at the time of impairment aggregated $77.9 million. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an aggregate provision for the impairment of real estate of $5.5 million and $12.1 million, respectively. No impairment of real estate was recognized during the period from January 1, 2023 through February 2, 2023. |
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Accounting for Loans and Financing Receivables | Accounting for Loans and Financing Receivables Loans Receivable – Classification, Cost and Revenue Recognition STORE Capital holds its loans receivable, which are primarily mortgage loans secured by real estate, for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any. The Company recognizes interest income on loans receivable using the effective‑interest method applied on a loan‑by‑loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method. A loan receivable is placed on nonaccrual status when the loan has become more than 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of September 30, 2024 and December 31, 2023, the Company had loans receivable with an aggregate outstanding principal balance of $65.7 million and $54.8 million, respectively, on nonaccrual status. Sales-Type Receivables – Classification, Cost and Revenue Recognition Sales-type receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property. Impairment and Provision for Credit Losses The Company accounts for provision of credit losses in accordance with ASU 2016-13, Financial Instruments — Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments (“ASC Topic 326”). In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The primary credit quality indicator is the implied credit rating associated with each borrower, utilizing two categories, investment grade and non-investment grade. The Company computes implied credit ratings based on regularly received borrower financial statements using Moody’s Analytics RiskCalc. The Company considers the implied credit ratings, loan and financing receivable term to maturity and underlying collateral value and quality, if any, to calculate the expected credit loss over the remaining life of the receivable. Loans are written off against the allowance for credit loss when all or a portion of the principal amount is determined to be uncollectible. During the three and nine months ended September 30, 2024 the Company recognized an estimated $2.7 million and $6.0 million, respectively, provision for credit losses related to its loans and financing receivables; the provision for credit losses is included in provisions for impairment on the condensed consolidated statements of operations. For the three months ended September 30, 2023 and for the period from February 3, 2023 through September 30, 2023, the Company recognized an estimated $1.1 million and $6.8 million, respectively, of provisions for credit losses. For the period from January 1, 2023 through February 2, 2023, no provisions for credit losses were recognized. For the three and nine months ended September 30, 2024, the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023 the Company did not write off any credit losses associated with loans receivable. |
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Sales-Type Receivables - Classification, Cost and Revenue Recognition | Sales-Type Receivables – Classification, Cost and Revenue Recognition Sales-type receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property. |
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Accounting for Operating Ground Lease Assets | Accounting for Operating Ground Lease Assets As part of certain real estate investment transactions, the Company may enter into long-term operating ground leases as a lessee. The Company is required to recognize an operating ground lease (or right-of-use) asset and related operating lease liability for each of these operating ground leases. Operating ground lease assets and operating lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments. Many of these operating lease contracts include options for the Company to extend the lease; the option periods are included in the minimum lease term if it is reasonably likely the Company will exercise the option(s). Rental expense for the operating ground lease contracts is recognized in property costs on a straight-line basis over the lease term. Some of the contracts have contingent rent escalators indexed to future increases in the CPI and a few contracts have contingent rentals that are based on a percentage of the gross sales of the property; these payments are recognized in expense as incurred. The payment obligations under these contracts are typically the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with the respective tenants. As a result, the Company also recognizes sublease rental revenue on a straight-line basis over the term of the Company’s sublease with the tenant; the sublease income is included in rental revenues. |
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Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money‑market funds of major financial institutions, consisting predominantly of U.S. Government obligations. |
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Restricted Cash | Restricted Cash Restricted cash may include reserve account deposits held by lenders, including deposits required to be used for future investment in real estate assets, escrow deposits and cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code. The Company had $28.8 million and $10.8 million of restricted cash at September 30, 2024 and December 31, 2023, respectively, which are included in , on the condensed consolidated balance sheets. |
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Deferred Financing and Other Debt Costs | Deferred Financing and Other Debt Costs Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Costs paid to a lender as part of a debt issuance are recorded as a debt discount and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Financing costs related to the establishment of the Company's credit facility are deferred and amortized to interest expense over the term of the credit facility and are included in other assets, net, on the condensed consolidated balance sheets. |
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Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company may enter into derivative contracts as part of its overall financing strategy to manage the Company’s exposure to changes in interest rates associated with current and/or future debt issuances. The Company does not use derivatives for trading or speculative purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records its derivatives on the balance sheet at fair value. All derivatives subject to a master netting arrangement in accordance with the associated master International Swap and Derivatives Association agreement have been presented on a net basis by counterparty portfolio for purposes of balance sheet presentation and related disclosures. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified to operations as an adjustment to interest expense as interest payments are made on the hedged debt transaction. As of September 30, 2024, the Company had 21 interest rate swap agreements in place. Eleven of the interest rate swap agreements have an aggregate notional value of $921.1 million, with ten maturing in May 2027 and one maturing in May 2029, and are designated cash flow hedges of the Company’s $921.1 million variable-rate bank unsecured term loan which matures in April 2027 (Note 4). Three interest rate swap agreements with an aggregate notional value of $375.0 million and maturing in February 2027 are designated cash flow hedges of the Company’s variable-rate unsecured revolving credit facility which matures in February 2027 (Note 4). Seven of the interest rate swap agreements with an aggregate notional value of $727.5 million, two with maturities in February 2027, and five with maturities in July 2028, are designated cash flow hedges of the Company’s $727.5 million floating-rate bank incremental unsecured term loan which matures in July 2026 (Note 4). |
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Fair Value Measurement | Fair Value Measurement The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1—Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access. • Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs. •
Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions. |
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Income Taxes | Income Taxes As a REIT, the Company generally will not be subject to federal income tax. It is still subject, however, to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly owned taxable REIT subsidiary (“TRS”) created to engage in non-qualifying REIT activities. The TRS is subject to federal, state and local income taxes. Following the Merger, the Company’s new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a captive REIT. Within the jurisdictions where the Company is treated as a captive REIT, the dividends paid deduction may be disallowed, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded. Based on the projected increase in income tax liabilities related to STORE Capital's new status as a captive REIT in multiple state tax jurisdictions, the Company, in addition to its existing obligation to compute current income tax expense, is now in a position where it needs to calculate deferred income taxes attributable to its temporary differences. While current income taxes are based upon the current period's income taxable for state tax reporting purposes, deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards. As required by ASC Topic 740, Income Taxes, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets, which is ultimately dependent upon the sources of future taxable income during the periods temporary differences become deductible. Based on the weight of available evidence, both positive and negative, management has determined that it is "more-likely-than-not" that the Company will not realize the benefits of its deferred tax assets. The Company recorded income tax benefit of $2.7 million and income tax expense of $1.6 million for the three and nine months ended September 30, 2024, respectively, and income tax expense of $1.9 million, $5.9 million, and $0.7 million for the three months ended September 30, 2023, the period from February 3, 2023 through September 30, 2023 and the period from January 1, 2023 through February 2, 2023, respectively. Certain state tax returns filed for 2020 and federal and state tax returns filed for 2021 through 2023 are subject to examination by these jurisdictions. As of September 30, 2024, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as general and administrative expense. There was no accrual for interest or penalties at September 30, 2024 or December 31, 2023. |
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Related Party Transactions | Related Party Transactions The Company has a service contract with PCSD Ivory Private Limited, an entity affiliated with GIC, the Company’s majority member, under which it has agreed to perform certain loan servicing and other administrative services on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. During the three and nine months ended September 30, 2024, the Company collected $0.2 million and $0.6 million of fee income, respectively, which is recorded in other income on the condensed consolidated statements of operations. No such amounts were recorded for the period from February 3, 2023 through September 30, 2023 or the period from January 1, 2023 through February 2, 2023. |
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Net Income Per Common Share | Net Income Per Common Share Net income per common share has been computed for STORE Capital Corporation pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share (dollars in thousands):
(a) For the period from January 1, 2023 to February 2, 2023, excludes 197,026 shares related to unvested restricted shares as the effect would have been antidilutive. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or the SEC. The Company adopts the new pronouncements as of the specified effective date. When permitted, the Company may elect to early adopt the new pronouncements. Unless otherwise discussed, these new accounting pronouncements include technical corrections to existing guidance or introduce new guidance related to specialized industries or entities and, therefore, will have minimal, if any, impact on the Company’s financial position, results of operations or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. While STORE only has one reportable segment, the Company is currently evaluating the potential impact the adoption of ASU 2023-07 will have on its future disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact the adoption of ASU 2023-09 will have on the consolidated financial statements or notes to the consolidated financial statements. |
Summary of Significant Accounting Principles (Tables) |
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Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Principles | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Numerator and Denominator Used in Computation of Basic and Diluted Income Per Common Share | The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share (dollars in thousands):
(a)
For the period from January 1, 2023 to February 2, 2023, excludes 197,026 shares related to unvested restricted shares as the effect would have been antidilutive. |
Investments (Tables) |
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Investments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Gross Real Estate and Loan Activity | During the nine months ended September 30, 2024, the Company had the following gross real estate and other investment activity (dollars in thousands):
(a) Excludes $24.2 million of total tenant improvement advances disbursed in 2024 which were accrued as of December 31, 2023. (b) Represents new operating ground lease asset recognized net of amortization during the nine months ended September 30, 2024. (c) Includes the below-market lease liabilities ($143.8 million) and the accumulated amortization ($14.4 million) of the liabilities recorded on the condensed consolidated balance sheets as intangible lease liabilities as of September 30, 2024. (d) Includes $13.2 million of tenant funded improvements during 2024. (e)
In connection with certain acquisitions completed during the nine months ended September 30, 2024, the Company modified existing operating leases in a manner which required them to be accounted for as finance leases in accordance with ASC Topic 842. As a result, the Company reclassified $156.5 million of net real estate investments to loans and financing receivables, net on the condensed consolidated balance sheets. The Company also recognized a $16.0 million non-cash net gain in connection with the modification which is included in net gain (loss) on dispositions of real estate in the condensed consolidated statements of operations. |
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Schedule of Revenue Recognized from Investment Portfolio | The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands):
(a) For the three months ended September 30, 2024 and 2023, includes $1.1 million and $893,000, respectively, of property tax tenant reimbursement revenue and includes $385,000 and $592,000, respectively, of variable lease revenue. For the nine months ended September 30, 2024, the period from February 3, 2023 through September 30, 2023, and the period from January 1, 2023 through February 2, 2023 includes $3.3 million, $2.3 million and $252,000, respectively, of property tax tenant reimbursement revenue and includes $921,000, $909,000 and $24,000, respectively, of variable lease revenue. (b)
Represents total revenue recognized for the sublease of properties subject to operating ground leases to the related tenants; includes both payments made by the tenants to the ground lessors and straight-line revenue recognized for scheduled increases in the sublease rental payments. |
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Schedule of Future Minimum Rentals to be Received under Operating Leases | Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases in place as of September 30, 2024, are as follows (in thousands):
(a)
Excludes future minimum rentals to be received under lease contracts associated with sale-leaseback transactions accounted for as financing arrangements and sales-type financing receivables. See Loans and Financing Receivables section below. |
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Schedule Detailing Intangible Lease Assets and Related Accumulated Amortization | The following details intangible lease assets and related accumulated amortization (in thousands):
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Schedule of Intangible Lease Liabilities | The following details intangible lease liabilities and related accumulated amortization (in thousands):
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Summary of Future Minimum Lease Payments | The future minimum lease payments to be paid under the operating ground leases as of September 30, 2024 were as follows (in thousands):
(a)
STORE Capital’s tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event the tenant fails to make the required ground lease payments, the Company would be primarily responsible for the payment, assuming the Company does not re-tenant the property or sell the leasehold interest. Of the total $126.8 million commitment, $86.5 million is due for periods beyond the current term of the Company’s leases with the tenants. Amounts exclude contingent rent due under three leases where the ground lease payment, or a portion thereof, is based on the level of the tenant’s sales. |
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Schedule Summarizing Loans and Direct Financing Receivables | The Company’s loans and financing receivables are summarized below (dollars in thousands):
(a) Represents the weighted average interest rate as of the balance sheet date. (b) One of these mortgage loans allows for a prepayment in whole, but not in part, with a penalty ranging from 20% to 70% depending on the timing of the prepayment. (c)
In accordance with ASC Topic 842, represents sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to operating leases. Interest rate shown is the weighted average initial rental or capitalization rate on the leases; the leases mature between 2034 and 2122 and the purchase options expire between 2024 and 2073. |
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Schedule of Maturities of Loans Receivable |
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Schedule of Sale-Leaseback Transactions |
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Schedule of Investments Accounted as Sales-Type Leases | As of September 30, 2024 and December 31, 2023, the Company had $462.0 million and $132.0 million, respectively, of investments accounted for as sales-type leases; the components of these investments were as follows (in thousands):
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Debt (Tables) |
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Schedule of Maturities of Long-Term Debt | As of September 30, 2024, the scheduled maturities, including balloon payments, on the Company’s aggregate long-term debt obligations are as follows (in thousands):
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Schedule of Debt | The Company’s senior unsecured notes and term loans payable are summarized below (dollars in thousands):
(a) Term loan was issued in December 2023 with borrowings of $592.5 million and amended in January 2024 to increase the total term loan borrowings to $727.5 million. (b) Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.35% at September 30, 2024. The Company has entered into seven interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024. (c)
Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus an adjustment of 0.10% plus the applicable spread, which was 1.25% at September 30, 2024. The Company has entered into 11 interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2024. |
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Non-recourse Debt Obligations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | The Company’s non-recourse debt obligations of consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):
(a) Notes were prepaid, without penalty, in April 2024 using a portion of the proceeds from the aggregate $450.0 million STORE Master Funding Series 2024-1 issuance. (b) Prepayable, without penalty, 24 months prior to maturity. (c) Prepayable, without penalty, 36 months prior to maturity. (d) Note was repaid, without penalty, in April 2024 at maturity. (e) Prepayable, without penalty, three months prior to maturity. (f)
Prepayable, without penalty, four months prior to maturity. |
Fair Value of Financial Instruments (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Fair Value of Financial Instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Asset and Liability Balances of Derivative Instrument | The following table summarizes the net derivative balances recorded on the condensed consolidated balance sheets and provides information as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties in accordance with the associated master International Swap and Derivatives Association agreement (in thousands):
|
Summary of Significant Accounting Principles - Reconciliation of Numerator and Denominator Used in Computation of Basic and Diluted Income Per Common Share (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Numerator: | |||||
Net Income (Loss) | $ 25,787 | $ 32,126 | $ (13,426) | $ (88,691) | $ 83,671 |
Less: Earnings attributable to unvested restricted shares | (41) | ||||
Net income used in basic and diluted income per share | $ 25,746 | ||||
Denominator: | |||||
Weighted average common shares outstanding | 282,684,998 | ||||
Less: Weighted average number of shares of unvested restricted stock (in shares) | (446,847) | ||||
Weighted average shares outstanding used in basic income per share (in shares) | 282,238,151 | ||||
Effects of dilutive securities: | |||||
Add: Treasury stock method impact of potentially dilutive securities (in shares) | 100,254 | ||||
Weighted average shares outstanding used in diluted income per share (in shares) | 282,338,405 |
Summary of Significant Accounting Principles - Reconciliation of Numerator and Denominator Used in Computation of Basic and Diluted Income Per Common Share (Parenthetical) (Details) |
1 Months Ended |
---|---|
Feb. 02, 2023
shares
| |
Net Income Per Common Share | |
Antidilutive unvested restricted shares (in shares) | 197,026 |
Investments - Schedule of Gross Real Estate and Loan Activity (Parenthetical) (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2024 |
Dec. 31, 2023 |
|
Tenant improvement advances disbursed | $ 24,200 | |
Below-market lease liabilities | 143,800 | |
Accumulated amortization | 14,399 | $ 8,170 |
Tenant funded improvements | 13,167 | |
Loans and financing receivables, net | 1,653,817 | $ 1,103,931 |
Reclassification of real estate investments to loans and financing receivables | 156,500 | |
Non-cash gain | $ 16,000 |
Investments - Revenue Recognized from Investment Portfolio (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Rental revenues: | |||||
Operating leases | $ 75,005 | $ 245,228 | $ 234,405 | $ 620,605 | $ 736,537 |
Sublease income - operating ground lease assets | 234 | 780 | 703 | 1,874 | 2,186 |
Amortization of lease related intangibles and costs | (231) | 1,380 | 1,387 | 3,796 | 4,102 |
Rental revenues | 75,008 | 247,388 | 236,495 | 626,275 | 742,825 |
Interest income on loans and financing receivables: | |||||
Mortgage and other loans receivable | 2,434 | 3,310 | 14,505 | 26,375 | 7,190 |
Sale-leaseback transactions accounted for as financing arrangements | 2,444 | 21,403 | 7,830 | 21,141 | 57,116 |
Sales-type and financing receivables | 448 | 8,939 | 2,744 | 7,703 | 18,129 |
Total interest income on loans and financing receivables | $ 5,326 | $ 33,652 | $ 25,079 | $ 55,219 | $ 82,435 |
Investments - Revenue Recognized from Investment Portfolio (Parenthetical) (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Investments [Abstract] | |||||
Property tax tenant reimbursement revenue | $ 252,000 | $ 1,100,000 | $ 893,000 | $ 2,300,000 | $ 3,300,000 |
Variable lease revenue | $ 24,000 | $ 385,000 | $ 592,000 | $ 909,000 | $ 921,000 |
Investments - Real Estate Investments - Additional Information (Details) |
9 Months Ended |
---|---|
Sep. 30, 2024
Property
Options
Item
| |
Real Estate Investments [Line items] | |
Remaining noncancelable lease term | 14 years |
Number of real estate properties vacant not subject to lease | Property | 18 |
Term of renewal options | 5 years |
Option to extend | true |
Maximum | |
Real Estate Investments [Line items] | |
Number of renewal periods at the option of the Company | 4 |
Minimum | |
Real Estate Investments [Line items] | |
Typical number of renewal options | Item | 1 |
Number of renewal periods at the option of the Company | 2 |
Investments - Real Estate Investments - Schedule of future minimum rentals to be received under the remaining noncancelable term of the operating leases (Details) $ in Thousands |
Sep. 30, 2024
USD ($)
|
---|---|
Future minimum rentals to be received under the remaining noncancelable term of the operating leases | |
Remainder of 2024 | $ 240,706 |
2025 | 969,998 |
2026 | 966,009 |
2027 | 955,148 |
2028 | 939,628 |
2029 | 913,271 |
Thereafter | 7,760,272 |
Total future minimum rentals | $ 12,745,032 |
Investments - Intangible Lease Assets - Schedule detailing intangible lease assets and related accumulated amortization (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Intangible Lease Assets | ||
Intangible lease assets | $ 595,851 | $ 615,327 |
Accumulated amortization | (89,566) | (51,650) |
Net intangible lease assets | 506,285 | 563,677 |
In -place leases | ||
Intangible Lease Assets | ||
Intangible lease assets | 558,462 | 577,808 |
Above-market leases | ||
Intangible Lease Assets | ||
Intangible lease assets | $ 37,389 | $ 37,519 |
Investments - Intangible Lease Assets - Additional Information (Details) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
|
Intangible Lease Assets [Line items] | |||||
Remainder of 2024 | $ 13.4 | $ 13.4 | |||
2025 | 49.1 | 49.1 | |||
2026 | 47.4 | 47.4 | |||
2027 | 45.6 | 45.6 | |||
2028 | 43.4 | 43.4 | |||
2029 | 40.4 | 40.4 | |||
Thereafter | 234.4 | 234.4 | |||
Depreciation and amortization expense | |||||
Intangible Lease Assets [Line items] | |||||
Amount amortized | $ 0.3 | $ 13.2 | $ 13.7 | $ 36.1 | $ 39.5 |
In -place leases | |||||
Intangible Lease Assets [Line items] | |||||
Weighted average remaining amortization period | 11 years 9 months 18 days | 11 years 9 months 18 days | |||
Above-market leases | |||||
Intangible Lease Assets [Line items] | |||||
Remainder of 2024 | $ 0.7 | $ 0.7 | |||
2025 | 2.8 | 2.8 | |||
2026 | 2.8 | 2.8 | |||
2027 | 2.7 | 2.7 | |||
2028 | 2.6 | 2.6 | |||
2029 | 2.5 | 2.5 | |||
Thereafter | $ 18.5 | $ 18.5 | |||
Weighted average remaining amortization period | 13 years 8 months 12 days | 13 years 8 months 12 days | |||
Above-market leases | Decrease to rental revenue | |||||
Intangible Lease Assets [Line items] | |||||
Amount amortized | $ 0.0 | $ 0.7 | $ 0.7 | $ 2.0 | $ 2.1 |
Investment - Intangible Lease Liabilities - Schedule of intangible lease liabilities (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Investments [Abstract] | ||
Below Market Lease, Gross | $ 143,775 | $ 148,686 |
Accumulated amortization | (14,399) | (8,170) |
Net intangible lease liabilities | $ 129,376 | $ 140,516 |
Investments - Intangible Lease Liabilities- Additional Information (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Dec. 31, 2023 |
|
Investments [Abstract] | ||||||
Net intangible lease liabilities | $ 129,376 | $ 129,376 | $ 140,516 | |||
Lease intangible liabilities amortization | $ 0 | 2,300 | $ 2,300 | $ 6,000 | 6,700 | |
Remainder of 2024 | 2,200 | 2,200 | ||||
2025 | 8,600 | 8,600 | ||||
2026 | 8,600 | 8,600 | ||||
2027 | 8,400 | 8,400 | ||||
2028 | 8,200 | 8,200 | ||||
2029 | 8,000 | 8,000 | ||||
Thereafter | $ 85,400 | $ 85,400 | ||||
Weighted average remaining amortization period | 22 years 6 months |
Investment - Operating Lease Asset - Additional Information (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|---|
Feb. 02, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Dec. 31, 2023 |
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating ground lease assets | $ 57,548,000 | $ 57,548,000 | $ 52,068,000 | |||
Rental revenue | $ 234,000 | 780,000 | $ 703,000 | $ 1,874,000 | 2,186,000 | |
Ground leases | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating ground lease assets | 57,500,000 | 57,500,000 | ||||
Lease costs | 273,000 | 1,000,000 | 874,000 | 2,300,000 | 2,800,000 | |
Rental revenue | $ 234,000 | $ 780,000 | $ 703,000 | $ 1,900,000 | $ 2,200,000 |
Investment - Operating Lease Asset - Summary of future minimum lease payments (Parenthetical) (Details) $ in Millions |
9 Months Ended |
---|---|
Sep. 30, 2024
USD ($)
Lease
| |
Ground lease by STORE capital | |
Lessee, Lease, Description [Line Items] | |
Total lease payments | $ 126.8 |
Long-term lease commitment | $ 86.5 |
Ground lease by STORE capital tenants | |
Lessee, Lease, Description [Line Items] | |
Number of ground lease payments based on level of tenant's sales | Lease | 3 |
Investments - Schedule Summarizing Loans and Direct Financing Receivables (Parenthetical) (Details) - Mortgage Loans Receivable With Maturities Ranging From 2042 To 2062 |
9 Months Ended |
---|---|
Sep. 30, 2024
Loan
| |
Loans and direct financing receivables | |
Number of mortgage loans allowing for prepayment in whole | 1 |
Maximum | |
Loans and direct financing receivables | |
Prepayment penalties (as a percent) | 70.00% |
Minimum | |
Loans and direct financing receivables | |
Prepayment penalties (as a percent) | 20.00% |
Investments - Loans Receivable - Additional Information (Details) $ in Millions |
9 Months Ended |
---|---|
Sep. 30, 2024
USD ($)
Loan
| |
Scheduled Loan Receivable Maturities | |
Number of loans receivable | 24 |
Net carrying amount of loans receivable | $ | $ 145.8 |
Number of mortgage loans | 9 |
Number of mortgage loans subject to interest rate increases | 5 |
Minimum | |
Scheduled Loan Receivable Maturities | |
Amortization period of long-term mortgage loans | 20 years |
Long-term mortgage loans receivable prepayment penalty rate (as a percent) | 1.00% |
Maximum | |
Scheduled Loan Receivable Maturities | |
Amortization period of long-term mortgage loans | 40 years |
Long-term mortgage loans receivable prepayment penalty rate (as a percent) | 15.00% |
Investments - Schedule of Maturities of Loans Receivable (Details) $ in Thousands |
Sep. 30, 2024
USD ($)
|
---|---|
Scheduled Loan Receivable Maturities | |
Remainder of 2024 | $ 10,569 |
2025 | 1,483 |
2026 | 11,540 |
2027 | 2,080 |
2028 | 3,640 |
2029 | 1,663 |
Thereafter | 117,222 |
Total principal payments | 148,197 |
Scheduled Principal Payments | |
Scheduled Loan Receivable Maturities | |
Remainder of 2024 | 394 |
2025 | 1,483 |
2026 | 1,705 |
2027 | 1,685 |
2028 | 1,687 |
2029 | 1,663 |
Thereafter | 63,184 |
Total principal payments | 71,801 |
Balloon Payments | |
Scheduled Loan Receivable Maturities | |
Remainder of 2024 | 10,175 |
2025 | 0 |
2026 | 9,835 |
2027 | 395 |
2028 | 1,953 |
2029 | 0 |
Thereafter | 54,038 |
Total principal payments | $ 76,396 |
Investments - Sale-Leaseback Transactions Accounted for as Financing Arrangements - Additional Information (Details) - USD ($) $ in Millions |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Investments [Abstract] | ||
Sale-leaseback transactions accounted for as financing arrangements | $ 1,100.0 | $ 839.9 |
Investments - Sales-Type Financing Receivables - Additional Information (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Financing Receivable, Past Due [Line Items] | ||
Sales-type financing receivables | $ 461,961 | $ 131,969 |
Remainder of 2024 | 9,200 | |
2025 | 36,900 | |
2026 | 37,600 | |
2027 | 38,400 | |
2028 | 39,300 | |
2029 | 40,300 | |
Thereafter | $ 1,100,000 |
Investments - Sale-Leaseback Transactions Accounted for as Financing Arrangements (Details) $ in Thousands |
Sep. 30, 2024
USD ($)
|
---|---|
Investments [Abstract] | |
Remainder of 2024 | $ 21,346 |
2025 | 87,638 |
2026 | 89,042 |
2027 | 90,443 |
2028 | 91,886 |
2029 | 93,430 |
Thereafter | 2,985,500 |
Total future scheduled payments | $ 3,459,285 |
Investments - Schedule of Investments Accounted as Sales-Type Leases (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Investments [Abstract] | ||
Minimum lease payments receivable | $ 1,330,558 | $ 365,516 |
Estimated residual value of leased assets | 7,173 | 1,521 |
Unearned income | (875,770) | (235,067) |
Net investment | $ 461,961 | $ 131,969 |
Debt - Schedule of Senior Unsecured Notes and Term Loans Payable (Parenthetical) (Details) $ in Millions |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2024
Agreement
|
Jan. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
|
Term Loan issued December 2023 | |||
Debt Instrument [Line Items] | |||
Principal amount | $ | $ 727.5 | $ 592.5 | |
Unsecured Seven Year Term Loan | |||
Debt Instrument [Line Items] | |||
Adjustment to floating rate | 0.10% | ||
Credit spread (as a percent) | 1.35% | ||
Number of agreements | 7 | ||
Unsecured Eleven Year Term Loan | |||
Debt Instrument [Line Items] | |||
Credit spread (as a percent) | 1.25% | ||
Number of agreements | 11 | ||
Unsecured Five Year Term Loan | |||
Debt Instrument [Line Items] | |||
Adjustment to floating rate | 0.10% |
Debt - Non-recourse Debt Obligations of Consolidated Special Purpose Entities, Net - Additional Information (Details) $ in Millions |
9 Months Ended |
---|---|
Sep. 30, 2024
USD ($)
| |
Minimum | |
Debt | |
Maximum number of months | 24 months |
Maximum | |
Debt | |
Maximum number of months | 36 months |
Non-Recourse Net-Lease Mortgage Notes: | |
Debt | |
Retained non-amortizing notes | $ 210.0 |
Non-Recourse Net-Lease Mortgage Notes: | Consolidated Special Purpose Entities | |
Debt | |
Aggregate investment amount | 4,900.0 |
Nonrecourse Mortgage Notes Payable: | Consolidated Special Purpose Entities | |
Debt | |
Aggregate investment amount | $ 233.5 |
Debt - Credit Risk Related Contingent Features - Additional Information (Details) $ in Millions |
Sep. 30, 2024
USD ($)
|
---|---|
Debt | |
Derivative liabilities | $ 17.9 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities |
Debt - Schedule of Aggregate of Long-Term Debt Obligations (Details) $ in Thousands |
Sep. 30, 2024
USD ($)
|
---|---|
Debt Instrument [Line Items] | |
Remainder of 2024 | $ 38,755 |
2025 | 281,279 |
2026 | 1,164,260 |
2027 | 1,395,684 |
2028 | 1,121,456 |
2029 | 488,943 |
Thereafter | 1,669,908 |
Long-term Debt | 6,160,285 |
Scheduled Principal Payments | |
Debt Instrument [Line Items] | |
Remainder of 2024 | 6,355 |
2025 | 24,667 |
2026 | 22,618 |
2027 | 14,112 |
2028 | 7,841 |
2029 | 5,358 |
Thereafter | 20,801 |
Long-term Debt | 101,752 |
Balloon Payments | |
Debt Instrument [Line Items] | |
Remainder of 2024 | 32,400 |
2025 | 256,612 |
2026 | 1,141,642 |
2027 | 1,381,572 |
2028 | 1,113,615 |
2029 | 483,585 |
Thereafter | 1,649,107 |
Long-term Debt | $ 6,058,533 |
Equity - Additional Information (Details) - USD ($) |
1 Months Ended | |||
---|---|---|---|---|
Feb. 03, 2023 |
Feb. 02, 2023 |
Feb. 02, 2023 |
Nov. 30, 2020 |
|
Common stock | ||||
Common Units, Issued (in shares) | 1,000 | |||
Proceeds from issuance of common units | $ 8,300,000,000 | |||
Affiliates of GIC and Oak Street Real Estate Capital | STORE Capital | ||||
Common stock | ||||
Common stock, par value per share | $ 0.01 | |||
Series A Preferred Units | Series A Preferred Units | ||||
Common stock | ||||
Preferred Units Issued | 125 | |||
Issuance of preferred units. | $ 125,000 | |||
2020 ATM Program | ||||
Common stock | ||||
Shares Sold | 0 | |||
Maximum value of shares that can be offered and sold | $ 900,000,000 |
Commitments and Contingencies - Additional Information (Details) - Commitments to Fund Improvements to Real Estate Properties $ in Millions |
Sep. 30, 2024
USD ($)
|
---|---|
Commitments and Contingencies | |
Real estate property improvement commitments | $ 205.8 |
Real estate property improvement commitments, in next twelve months | $ 180.7 |
Fair Value of Financial Instruments - Additional Information (Details) - Level 2 Fair Value - USD ($) $ in Billions |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Carrying value | ||
Derivatives [Line items] | ||
Long-term debt obligations | $ 5.8 | $ 5.4 |
Fair value | ||
Derivatives [Line items] | ||
Long-term debt obligations | $ 6.0 | $ 5.3 |
Fair Value of Financial Instruments - Summary of Asset and Liability Balances of Derivative Instrument (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|---|
Derivative Liability [Abstract] | |||
Net derivative liabilities presented in the condensed consolidated balance sheets | $ 17,900 | ||
International Swap and Derivatives Association Agreement | |||
Derivative Asset [Abstract] | |||
Gross amount of derivative assets | $ 13,817 | $ 26,470 | |
Gross amount of eligible offsetting recognized derivative liabilities | 6,461 | 6,262 | |
Net derivative assets presented in the condensed consolidated balance sheets | 7,356 | 20,208 | |
Derivative Liability [Abstract] | |||
Gross amount of derivative liabilities | (18,872) | (11,077) | |
Gross amount of eligible offsetting recognized derivative assets | (6,461) | (6,262) | |
Net derivative liabilities presented in the condensed consolidated balance sheets | $ (12,411) | $ (4,815) |