Investments | 3. Investments At March 31, 2022, STORE Capital had investments in 2,965 property locations representing 2,911 owned properties (of which 86 are accounted for as financing arrangements and 23 are accounted for as direct financing receivables), 24 properties where all the related land is subject to an operating ground lease and 30 properties which secure mortgage loans. The gross investment portfolio totaled $11.2 billion at March 31, 2022 and consisted of the gross acquisition cost of the real estate investments totaling $10.4 billion, loans and financing receivables with an aggregate carrying amount of $736.4 million and operating ground lease assets totaling $33.0 million. As of March 31, 2022, approximately 35% of these investments are assets of consolidated special purpose entity subsidiaries and are pledged as collateral under the non-recourse obligations of these 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, 2022, 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, 2021 2,866 $ 10,748,937 Acquisition of and additions to real estate (a) 97 466,817 Investment in loans and financing receivables 14 45,721 Sales of real estate (11) (52,490) Principal collections on loans and financing receivables (1) (5,090) Net change in operating ground lease assets (b) (358) Provisions for impairment (912) Other (4,607) Gross investments, March 31, 2022 (c) 11,198,018 Less accumulated depreciation and amortization (c) (1,224,530) Net investments, March 31, 2022 2,965 $ 9,973,488 (a) Excludes $15.6 million of tenant improvement advances disbursed in 2022 which were accrued as of December 31, 2021. (b) Represents amortization recognized on operating ground lease assets during the three months ended March 31, 2022. (c) Includes the dollar amount of investments ( $33.5 million) and the accumulated depreciation ( $0.3 million) related to real estate investments held for sale at March 31, 2022. The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands): Three Months Ended March 31, 2022 2021 Rental revenues: Operating leases (a)(c) $ 201,892 $ 169,316 Sublease income - operating ground leases (b) 703 703 Amortization of lease related intangibles and costs (534) (691) Total rental revenues $ 202,061 $ 169,328 Interest income on loans and financing receivables: Mortgage and other loans receivable (c) $ 7,879 $ 5,929 Sale-leaseback transactions accounted for as financing arrangements 5,327 4,096 Direct financing receivables 1,724 2,538 Total interest income on loans and financing receivables $ 14,930 $ 12,563 (a) For the three months ended March 31, 2022 and 2021, includes $654,000 and $621,000 , respectively, of property tax tenant reimbursement revenue and includes $0.4 million and $3.1 million, 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. (c) For the three months ended March 31, 2022 and 2021, includes $0.7 million and $2.0 million, respectively, of revenue that has been recognized related to rent and financing relief arrangements granted as a result of the COVID-19 pandemic with a corresponding increase in receivables which are included in other assets, net on the condensed consolidated balance sheets. 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 573 customers geographically dispersed throughout 49 states. Only one state, Texas (11%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at March 31, 2022. None of the Company’s customers represented more than 10% of the Company’s real estate investment portfolio at March 31, 2022, with the largest customer representing 2.9% of the total investment portfolio. On an annualized basis, as of March 31, 2022, the largest customer also represented 3.0% of the Company’s total investment portfolio revenues and the Company’s customers operated their businesses across approximately 895 concepts; the largest of these concepts represented 2.2% of the Company’s total investment portfolio revenues. The following table shows information regarding the diversification of the Company’s total investment portfolio among the different industries in which its tenants and borrowers operate as of March 31, 2022 (dollars in thousands): Percentage of Number of Dollar Total Dollar Investment Amount of Amount of Locations Investments Investments Restaurants 763 $ 1,350,702 12 % Early childhood education centers 277 650,023 6 Metal fabrication 112 642,473 6 Automotive repair and maintenance 241 626,362 6 Health clubs 91 570,156 5 Furniture stores 64 413,447 4 Farm and ranch supply stores 41 377,293 3 All other service industries 1,019 3,906,607 35 All other retail industries 155 1,138,141 10 All other manufacturing industries 202 1,522,814 13 Total (a) 2,965 $ 11,198,018 100 % (a) Includes the dollar amount of investments ( $33.5 million) related to real estate investments held for sale at March 31, 2022. Real Estate Investments The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at March 31, 2022 was approximately 13.3 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, 2022, 16 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, 2022, are as follows (in thousands): Remainder of 2022 $ 628,535 2023 838,444 2024 830,643 2025 827,634 2026 821,328 2027 809,939 Thereafter 6,444,417 Total future minimum rentals (a) $ 11,200,940 (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 rentals 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, 2022 2021 In-place leases $ 39,767 $ 35,522 Ground lease-related intangibles 19,449 19,449 Above-market leases — — Total intangible lease assets 59,216 54,971 Accumulated amortization (24,643) (25,285) Net intangible lease assets $ 34,573 $ 29,686 Aggregate lease intangible amortization included in expense was $0.9 million during both the three months ended March 31, 2022 and 2021. The amount amortized as a decrease to rental revenue for capitalized above-market lease intangibles was $0.2 million during the three months ended March 31, 2021. Based on the balance of the intangible assets at March 31, 2022, the aggregate amortization expense is expected to be $2.7 million for the remainder of 2022, $3.2 million in 2023, $2.7 million in 2024, $2.2 million in 2025, $2.1 million in 2026 and $1.9 million in 2027. The weighted average remaining amortization period is approximately 10 years for the in-place lease intangibles and approximately 42 years for the amortizing ground lease-related intangibles. Operating Ground Lease Assets As of March 31, 2022, STORE Capital had operating ground lease assets aggregating $33.0 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 $755,000 and $794,000 during the three months ended March 31, 2022 and 2021, respectively. The Company also recognized, in rental revenues, sublease revenue associated with its operating ground leases of $703,000 for both the three months ended March 31, 2022 and 2021, respectively. The future minimum lease payments to be paid under the operating ground leases as of March 31, 2022 were as follows (in thousands): Ground Ground Leases Leases Paid by Paid by STORE Capital's STORE Capital Tenants (a) Total Remainder of 2022 $ 300 $ 2,081 $ 2,381 2023 4,149 2,629 6,778 2024 55 2,711 2,766 2025 57 2,395 2,452 2026 57 2,233 2,290 2027 57 2,227 2,284 Thereafter 3,014 42,282 45,296 Total lease payments 7,689 56,558 64,247 Less imputed interest (2,855) (27,897) (30,752) Total operating lease liabilities - ground leases $ 4,834 $ 28,661 $ 33,495 (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 $56.6 million commitment, $19.0 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): Interest Maturity March 31, December 31, Type Rate (a) Date 2022 2021 Six mortgage loans receivable 7.98 % 2022 - 2026 $ 114,896 $ 114,911 Three mortgage loans receivable 8.75 % 2032 - 2036 11,689 14,444 Fifteen mortgage loans receivable (b) 8.72 % 2051 - 2060 217,991 216,547 Total mortgage loans receivable 344,576 345,902 Equipment and other loans receivable 7.95 % 2022 - 2036 21,744 25,409 Total principal amount outstanding—loans receivable 366,320 371,311 Unamortized loan origination costs 1,025 1,046 Sale-leaseback transactions accounted for as financing arrangements (c) 7.55 % 2034 - 2043 298,772 255,483 Direct financing receivables 78,559 78,637 Allowance for credit and loan losses (d) (8,266) (9,208) Total loans and financing receivables $ 736,410 $ 697,269 (a) Represents the weighted average interest rate as of the balance sheet date. (b) Four 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 2043 and the purchase options expire between 2024 and 2042. (d) Balance includes $2.5 million of loan loss reserves recognized prior to December 31, 2019, $2.5 million credit loss reserves recognized upon the adoption of ASC Topic 326 on January 1, 2020 and an aggregate $3.3 million of credit losses recognized since the adoption of ASC Topic 326. Loans Receivable At March 31, 2022, the Company held 42 loans receivable with an aggregate carrying amount of $360.6 million. Twenty-four of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property; the interest rates on 11 of the mortgage loans are subject to increases over the term of the loans. Six of the mortgage loans are shorter-term loans (maturing prior to 2027) that generally require monthly interest-only payments with a balloon payment at maturity. The remaining mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 40-year amortization period with balloon payments, 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 interest-only payments with a balloon payment 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 20%, 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 2022 $ 2,230 $ 28,930 $ 31,160 2023 3,099 80,698 83,797 2024 1,964 — 1,964 2025 1,902 — 1,902 2026 1,977 20,371 22,348 2027 1,687 548 2,235 Thereafter 172,616 50,298 222,914 Total principal payments $ 185,475 $ 180,845 $ 366,320 Sale-Leaseback Transactions Accounted for as Financing Arrangements As of March 31, 2022 and December 31, 2021, the Company had $298.8 million and $255.5 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, 2022, were as follows (in thousands): Remainder of 2022 $ 17,210 2023 23,016 2024 23,151 2025 23,291 2026 23,385 2027 23,485 Thereafter 280,926 Total future scheduled payments $ 414,464 Direct Financing Receivables As of both March 31, 2022 and December 31, 2021, the Company had $78.6 million of investments accounted for as direct financing leases under previous accounting guidance; the components of these investments were as follows (in thousands): March 31, December 31, 2022 2021 Minimum lease payments receivable $ 157,409 $ 159,371 Estimated residual value of leased assets 8,938 8,938 Unearned income (87,788) (89,672) Net investment $ 78,559 $ 78,637 As of March 31, 2022, the future minimum lease payments to be received under the direct financing lease receivables are expected to be $5.9 million for the remainder 2022, average million 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, 2022, $161.9 million of loans and financing receivables were categorized as investment grade and $581.8 million were categorized as non-investment grade. During the three months ended March 31, 2022, there were $0.3 million of reductions of prior provisions for credit losses recognized, no write-offs charged against the allowance and no recoveries of amounts previously written off. As of March 31, 2022, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $26.5 million in 2022, $17.0 million in 2021, none in 2020, $88.9 million in 2019, none in 2018, and $29.5 million prior to 2018. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $14.5 million in 2022, $103.3 million in 2021, $136.2 million in 2020, $146.5 million in 2019, $27.4 million in 2018 and $153.9 million prior to 2018. |