Investments | 3. Investments At March 31, 2024, STORE Capital had investments in 3,224 property locations representing 3,186 owned properties (of which 152 are accounted for as financing arrangements and 21 are accounted for as sales-type receivables), 24 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 $ 15.1 billion at March 31, 2024 and consisted of the gross acquisition cost of the real estate investments totaling $ 13.8 billion including an offset by intangible lease liabilities totaling $ 147.7 million, loans and financing receivables with an aggregate carrying amount of $ 1.3 billion and operating ground lease assets totaling $ 51.9 million . As of March 31, 2024, approximately 33 % 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 three months ended March 31, 2024, the Company had the following gross real estate and other investment activity (dollars in thousands): Number of Dollar Investment Amount of Locations Investments Gross investments, December 31, 2023 3,206 $ 14,801,634 Acquisition of and additions to real estate (a)(d) 23 187,360 Investment in loans and financing receivables 12 137,611 Sales of real estate ( 17 ) ( 51,570 ) Principal collections on loans and financing receivables — ( 428 ) Net change in operating ground lease assets (b) ( 189 ) Provisions for impairment ( 7,817 ) Other ( 1,520 ) Gross investments, March 31, 2024 (c) 15,065,081 Less accumulated depreciation and amortization (c) ( 664,115 ) Net investments, March 31, 2024 3,224 $ 14,400,966 (a) Excludes $ 19.5 million of tenant improvement advances disbursed in 2024 which were accrued as of December 31, 2023. (b) Represents amortization recognized on operating ground lease assets during the three months ended March 31, 2024. (c) Includes the below-market lease liabilities ($ 147.7 million) and the accumulated amortization ($ 10.4 million) of the liabilities recorded on the condensed consolidated balance sheets as intangible lease liabilities as of March 31, 2024. (d) Includes $ 3.1 million of tenant funded improvements during 2024. The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands): Successor Predecessor Three Months Ended Period from Period from Rental revenues: Operating leases (a) $ 246,219 $ 153,339 $ 75,005 Sublease income - operating ground leases (b) 703 348 234 Amortization of lease related intangibles and costs 1,375 2,066 ( 231 ) Total rental revenues $ 248,297 $ 155,753 $ 75,008 Interest income on loans and financing receivables: Mortgage and other loans receivable $ 2,255 $ 4,803 $ 2,434 Sale-leaseback transactions accounted for as 16,891 4,897 2,444 Sales-type and financing receivables 3,967 2,062 448 Total interest income on loans and financing receivables $ 23,113 $ 11,762 $ 5,326 (a) For the three months ended March 31, 2024, the period from February 3, 2023 through March 31, 2023 and for the period January 1, 2023 through February 2, 2023, includes $ 1.1 million , $ 0.5 million and $ 0.3 million, respectively, of property tax tenant reimbursement revenue and includes $ 403,000 , $ 129,000 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 623 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 March 31, 2024 are service at 61 %, service-oriented retail at 14 % and manufacturing at 25 %. Only one state, Texas ( 11 %), accounted for 10 % or more of the total dollar amount of STORE Capital’s investment portfolio at March 31, 2024. None of the Company’s customers represented more than 10 % of the Company’s investment portfolio at March 31, 2024, with the largest customer representing 2.5 % of the total investment portfolio. On an annualized basis, as of March 31, 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 March 31, 2024 was approximately 13.8 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 March 31, 2024, 28 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 March 31, 2024, are as follows (in thousands): Remainder of 2024 $ 727,014 2025 970,613 2026 963,669 2027 952,788 2028 933,807 2029 906,783 Thereafter 7,367,108 Total future minimum rentals (a) $ 12,821,782 (a) Excludes future minimum rentals to be received under lease contracts associated with sale-leaseback transactions accounted for as financing arrangements. 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): March 31, December 31, In-place leases $ 574,598 $ 577,808 Above-market leases 37,460 37,519 Total intangible lease assets 612,058 615,327 Accumulated amortization ( 65,491 ) ( 51,650 ) Net intangible lease assets $ 546,567 $ 563,677 Aggregate lease intangible asset amortization included in depreciation and amortization expense was $ 13.4 million, $ 9.0 million, and $ 0.3 million during the three months ended March 31, 2024 , the period from February 3, 2023 through March 31, 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 the three months ended March 31, 2024 and $ 0.5 million during the period from February 3, 2023 through March 31, 2023. 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 March 31, 2024, the aggregate amortization expense is expected to be $ 39.7 million for the remainder of 2024, $ 50.2 million in 2025, $ 48.7 million in 2026, $ 46.9 million in 2027, $ 44.4 million in 2028, $ 41.3 million in 2029 and $ 241.4 million thereafter. The amount expected to be amortized as a decrease to rental revenue is expected to be $ 2.2 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 $ 18.4 million thereafter. The weighted average remaining amortization period is approximately 12.2 years for the in‑place lease intangibles and approximately 14.1 years for the above-market lease intangibles. Intangible Lease Liabilities The following details intangible lease liabilities and related accumulated amortization (in thousands): March 31, December 31, Below-market leases $ 147,748 $ 148,686 Accumulated amortization ( 10,376 ) ( 8,170 ) Net intangible lease liabilities $ 137,372 $ 140,516 Lease intangible liabilities are amortized as an increase to rental revenues. For the three months ended March 31, 2024 and for the period from February 3, 2023 through March 31, 2023, amortization was $ 2.2 million and $ 2.6 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 balan ce of the intangible liabilities at March 31, 2024, the amortization included in rental revenue is expected to be $ 6.6 million for the remainder of 2024, $ 8.9 million in 2025, $ 8.8 million in 2026, $ 8.6 million in 2027, $ 8.4 million in 2028, $ 8.1 million in 2029 and $ 88.0 million thereafter. The weighted average remaining amortization period, including extension periods, is approximately 23.0 years. Operating Ground Lease Assets As of March 31, 2024, STORE Capital had operating ground lease assets aggregating $ 51.9 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 $ 884,000 , $ 571,000 and $ 273,000 during the three months ended March 31, 2024, the period from February 3, 2023 through March 31, 2023 and for 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 $ 703,000 , $ 348,000 and $ 234,000 during the three months ending March 31, 2024, the period from February 3, 2023 through March 31, 2023 and for 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 March 31, 2024 were as follows (in thousands): Ground Ground Leases Leases Paid by Paid by STORE Capital's STORE Capital Tenants (a) Total Remainder of 2024 $ 42 $ 2,159 $ 2,201 2025 57 2,725 2,782 2026 57 2,731 2,788 2027 57 2,731 2,788 2028 57 2,761 2,818 2029 58 2,848 2,906 Thereafter 3,258 97,414 100,672 Total lease payments 3,586 113,369 116,955 Less imputed interest ( 2,963 ) ( 68,057 ) ( 71,020 ) Total operating lease liabilities - ground leases $ 623 $ 45,312 $ 45,935 (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 $ 113.4 million commitment, $ 79.6 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): Type Interest Maturity March 31, December 31, Nine mortgage loans receivable (b) 8.83 % 2024-2056 $ 124,990 $ 125,093 Equipment and other loans receivable 9.86 % 2024-2036 21,461 13,958 Total principal amount outstanding—loans receivable 146,451 139,051 Unamortized loan origination costs 95 61 Unamortized loan premium 658 664 Sale-leaseback transactions accounted for as 8.45 % 2034-2122 902,152 839,902 Sales-type financing receivables 209,836 131,969 Allowance for credit and loan losses ( 8,783 ) ( 7,716 ) Total loans and financing receivables $ 1,250,409 $ 1,103,931 (a) Represents the weighted average interest rate as of the balance sheet date. (b) One of these mortgage loans allow for prepayment in whole, but not in part, with penalties 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 March 31, 2024, the Company held 21 loans receivable with an aggregate carrying amount of $ 146.1 million. Nine of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property; the interest rates o n 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 in whole, but not in part, 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): Scheduled Principal Balloon Total Payments Payments Payments Remainder of 2024 $ 940 $ 13,835 $ 14,775 2025 1,182 — 1,182 2026 935 6,923 7,858 2027 1,063 548 1,611 2028 1,647 1,593 3,240 2029 1,378 — 1,378 Thereafter 62,370 54,037 116,407 Total principal payments $ 69,515 $ 76,936 $ 146,451 Sale-Leaseback Transactions Accounted for as Financing Arrangements As of March 31, 2024 and December 31, 2023, the Company had $ 902.2 m illion 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 March 31, 2024, were as follows (in thousands): Remainder of 2024 $ 54,296 2025 73,416 2026 74,502 2027 75,620 2028 76,770 2029 78,014 Thereafter 2,610,611 Total future scheduled payments $ 3,043,229 Sales-Type Financing Receivables As of March 31, 2024 and December 31, 2023, the Company had $ 209.8 million and $ 132.0 million, respectively, of investments accounted for as sales-type leases; the components of these investments were as follows (in thousands): March 31, December 31, Minimum lease payments receivable $ 607,142 $ 365,516 Estimated residual value of leased assets 2,581 1,521 Unearned income ( 399,887 ) ( 235,067 ) Net investment $ 209,836 $ 131,969 As of March 31, 2024, the future minimum lease payments to be received under the sales-type financing lease receivables are expected to be $ 13.3 mi llion for the remainder of 2024, to average approximately $ 18.7 million for each of the next five years and to total $ 500.2 million 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 March 31, 2024, $ 115.3 million of loans and financing receivables were categorized as investment grade and $ 1.1 billion were categorized as non-investment grade. During the three months ended March 31, 2024, there were $ 1.1 million of provisions for credit losses recognized, no write-offs charged against the allowance and no recoveries of amounts previously written off. As of March 31, 2024, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $ 15.6 million in 2024, $ 3.7 million in 2023, $ 14.8 million in 2022, $ 8.2 million in 2021, none in 2020, and $ 73.0 million prior to 2020. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $ 128.5 million in 2024, $ 651.8 million in 2023, $ 77.6 million in 2022, $ 61.9 million in 2021, $ 12.1 million in 2020 and $ 211.2 million prior to 2020. |