STORE CAPITAL Corp [STOR] Filings

10-Q 1 stor-20220630x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-36739

STORE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

45-2280254

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 256-1100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☐

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	STOR	New York Stock Exchange

As of August 2, 2022, there were 282,687,795 shares of the registrant’s $0.01 par value common stock outstanding.

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TABLE OF CONTENTS

Part I. - FINANCIAL INFORMATION	Page
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021 (unaudited)	4
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021 (unaudited)	5
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	47
Part II. - OTHER INFORMATION	47
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3. Defaults Upon Senior Securities	48
Item 4. Mine Safety Disclosures	48
Item 5. Other Information	48
Item 6. Exhibits	49
Signatures	50

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STORE Capital Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	June 30,		December 31,
	2022		2021
	(unaudited)		(audited)
Assets
Investments:
Real estate investments:
Land and improvements	$	3,300,120	$	3,133,402
Buildings and improvements		7,341,664		6,802,918
Intangible lease assets		62,132		54,971
Total real estate investments		10,703,916		9,991,291
Less accumulated depreciation and amortization		(1,289,861)		(1,159,292)
		9,414,055		8,831,999
Real estate investments held for sale, net		23,179		25,154
Operating ground lease assets		32,601		33,318
Loans and financing receivables, net		710,186		697,269
Net investments		10,180,021		9,587,740
Cash and cash equivalents		30,855		64,269
Other assets, net		115,616		121,073
Total assets	$	10,326,492	$	9,773,082

Liabilities and stockholders’ equity
Liabilities:
Credit facility	$	45,000	$	130,000
Unsecured notes and term loans payable, net		2,381,200		1,782,813
Non-recourse debt obligations of consolidated special purpose entities, net		2,252,667		2,425,708
Dividends payable		108,835		105,415
Operating lease liabilities		37,035		37,637
Accrued expenses, deferred revenue and other liabilities		140,433		147,380
Total liabilities		4,965,170		4,628,953
Stockholders’ equity:
Common stock, $0.01 par value per share, 375,000,000 shares authorized, 282,688,860 and 273,806,225 shares issued and outstanding, respectively		2,827		2,738
Capital in excess of par value		5,997,378		5,745,692
Distributions in excess of retained earnings		(642,945)		(602,137)
Accumulated other comprehensive income (loss)		4,062		(2,164)
Total stockholders’ equity		5,361,322		5,144,129
Total liabilities and stockholders’ equity	$	10,326,492	$	9,773,082

See accompanying notes.

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STORE Capital Corporation

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Rental revenues	$	209,994	$	180,164	$	412,055	$	349,492
Interest income on loans and financing receivables		13,039		11,660		27,969		24,223
Other income		739		222		5,864		592
Total revenues		223,772		192,046		445,888		374,307
Expenses:
Interest		45,908		41,709		89,907		83,537
Property costs		2,314		5,168		6,555		9,831
General and administrative		15,938		16,089		32,954		41,095
Depreciation and amortization		76,017		65,035		148,656		128,602
Provisions for impairment		5,300		6,600		6,212		13,950
Total expenses		145,477		134,601		284,284		277,015
Other income:
Net gain on dispositions of real estate		13,656		5,880		19,732		21,550
Loss from non-real estate, equity method investments		(1,175)		(705)		(3,332)		(1,068)
Income before income taxes		90,776		62,620		178,004		117,774
Income tax expense		271		189		477		383
Net income	$	90,505	$	62,431	$	177,527	$	117,391

Net income per share of common stock
Basic	$	0.32	$	0.23	$	0.64	$	0.44
Diluted	$	0.32	$	0.23	$	0.64	$	0.44
Weighted average common shares outstanding:
Basic		280,839,392		270,293,555		277,937,454		268,340,974
Diluted		280,839,392		270,293,555		277,937,454		268,340,974

See accompanying notes.

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STORE Capital Corporation

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	90,505	$	62,431	$	177,527	$	117,391
Other comprehensive income (loss):
Unrealized gains (losses) on cash flow hedges		4,342		—		4,342		(3)
Cash flow hedge losses reclassified to interest expense		1,823		146		1,884		511
Total other comprehensive income		6,165		146		6,226		508
Total comprehensive income	$	96,670	$	62,577	$	183,753	$	117,899

See accompanying notes.

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STORE Capital Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(In thousands, except share and per share data)


						Distributions		Accumulated
				Capital in		in Excess of		Other		Total
	Common Stock			Excess of		Retained		Comprehensive		Stockholders’
	Shares	Par Value		Par Value		Earnings		Income (Loss)		Equity
Three Months Ended June 30, 2022
Balance at March 31, 2022	279,595,851	$	2,796	$	5,910,856	$	(624,558)	$	(2,103)	$	5,286,991
Net income	—		—		—		90,505		—		90,505
Other comprehensive income	—		—		—		—		6,165		6,165
Issuance of common stock, net of costs of $999	3,068,633		31		83,413		—		—		83,444
Equity-based compensation	38,346		—		3,408		27		—		3,435
Shares repurchased under stock compensation plan	(13,970)		—		(299)		(84)		—		(383)
Common dividends declared ($0.385 per share)	—		—		—		(108,835)		—		(108,835)
Balance at June 30, 2022	282,688,860	$	2,827	$	5,997,378	$	(642,945)	$	4,062	$	5,361,322

Six Months Ended June 30, 2022
Balance at December 31, 2021	273,806,225	$	2,738	$	5,745,692	$	(602,137)	$	(2,164)	$	5,144,129
Net income	—		—		—		177,527		—		177,527
Other comprehensive income	—		—		—		—		6,226		6,226
Issuance of common stock, net of costs of $3,268	8,607,771		86		249,520		—		—		249,606
Equity-based compensation	477,660		3		6,473		108		—		6,584
Shares repurchased under stock compensation plan	(202,796)		—		(4,307)		(1,964)		—		(6,271)
Common dividends declared ($0.77 per share) and dividend equivalents on restricted stock units	—		—		—		(216,479)		—		(216,479)
Balance at June 30, 2022	282,688,860	$	2,827	$	5,997,378	$	(642,945)	$	4,062	$	5,361,322

						Distributions		Accumulated
				Capital in		in Excess of		Other		Total
	Common Stock			Excess of		Retained		Comprehensive		Stockholders’
	Shares	Par Value		Par Value		Earnings		Loss		Equity
Three Months Ended June 30, 2021
Balance at March 31, 2021	270,008,071	$	2,700	$	5,597,279	$	(506,141)	$	(2,433)	$	5,091,405
Net income	—		—		—		62,431		—		62,431
Other comprehensive income	—		—		—		—		146		146
Issuance of common stock, net of costs of $897	1,648,040		16		55,395		—		—		55,411
Equity-based compensation	48,167		1		4,788		—		—		4,789
Shares repurchased under stock compensation plan	(16,156)		—		(339)		(200)		—		(539)
Common dividends declared ($0.36 per share)	—		—		—		(97,807)		—		(97,807)
Balance at June 30, 2021	271,688,122	$	2,717	$	5,657,123	$	(541,717)	$	(2,287)	$	5,115,836

Six Months Ended June 30, 2021
Balance at December 31, 2020	266,112,676	$	2,661	$	5,475,889	$	(459,977)	$	(2,795)	$	5,015,778
Net income	—		—		—		117,391		—		117,391
Other comprehensive income	—		—		—		—		508		508
Issuance of common stock, net of costs of $2,858	5,131,091		51		169,463		—		—		169,514
Equity-based compensation	727,753		5		17,689		—		—		17,694
Shares repurchased under stock compensation plan	(283,398)		—		(5,918)		(3,427)		—		(9,345)
Common dividends declared ($0.72 per share) and dividend equivalents on restricted stock units	—		—		—		(195,704)		—		(195,704)
Balance at June 30, 2021	271,688,122	$	2,717	$	5,657,123	$	(541,717)	$	(2,287)	$	5,115,836

See accompanying notes.

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STORE Capital Corporation

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)


	Six Months Ended June 30,
	2022		2021
Operating activities
Net income	$	177,527	$	117,391
Adjustments to net income:
Depreciation and amortization		148,656		128,602
Amortization of deferred financing costs and other noncash interest expense		5,184		4,698
Amortization of equity-based compensation		6,477		17,694
Provisions for impairment		6,212		13,950
Net gain on dispositions of real estate		(19,732)		(21,550)
Loss from non-real estate, equity method investments		3,332		1,068
Distribution received from non-real estate, equity method investment		468		—
Noncash revenue and other		(2,460)		(5,436)
Changes in operating assets and liabilities:
Other assets		8,145		10,666
Accrued expenses, deferred revenue and other liabilities		(5,944)		(1,791)
Net cash provided by operating activities		327,865		265,292
Investing activities
Acquisition of and additions to real estate		(834,645)		(570,156)
Investment in loans and financing receivables		(62,369)		(44,933)
Collections of principal on loans and financing receivables		49,968		6,691
Proceeds from dispositions of real estate		117,239		172,492
Contribution made to non-real estate, equity method investment		(468)		—
Net cash used in investing activities		(730,275)		(435,906)
Financing activities
Borrowings under credit facility		343,000		279,000
Repayments under credit facility		(428,000)		(279,000)
Borrowings under unsecured notes and term loans payable		600,000		—
Repayments under unsecured notes and term loans payable		—		(100,000)
Borrowings under non-recourse debt obligations of consolidated special purpose entities		—		514,785
Repayments under non-recourse debt obligations of consolidated special purpose entities		(176,214)		(116,447)
Financing costs paid		(3,024)		(10,755)
Proceeds from the issuance of common stock		252,873		172,372
Stock issuance costs paid		(3,268)		(2,931)
Shares repurchased under stock compensation plans		(6,271)		(9,345)
Dividends paid		(214,331)		(195,396)
Net cash provided by financing activities		364,765		252,283
Net (decrease) increase in cash, cash equivalents and restricted cash		(37,645)		81,669
Cash, cash equivalents and restricted cash, beginning of period		70,049		176,576
Cash, cash equivalents and restricted cash, end of period	$	32,404	$	258,245

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	30,855	$	168,567
Restricted cash included in other assets		1,549		89,678
Total cash, cash equivalents and restricted cash	$	32,404	$	258,245

Supplemental disclosure of noncash investing and financing activities:
Accrued tenant improvements included in real estate investments	$	17,593	$	15,484
Acquisition of real estate assets from borrowers under loans and financing receivables		8,945		35,384
Accrued financing and stock issuance costs		66		209
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	83,631	$	79,088
Cash paid during the period for income and franchise taxes		2,183		1,859

See accompanying notes.

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STORE Capital Corporation

Notes to Condensed Consolidated Financial Statements

June 30, 2022

1. Organization

STORE Capital Corporation (STORE Capital or the Company) 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, retail and manufacturing sectors of the United States economy. From time to time, it also provides mortgage financing to its customers.

On November 21, 2014, the Company completed the initial public offering of its common stock. The shares began trading on the New York Stock Exchange on November 18, 2014 under the ticker symbol “STOR”.

STORE Capital has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a real estate investment trust (REIT) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. As a REIT, it will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its stockholders and meets other specific requirements.

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, 2021.

These condensed consolidated statements include the accounts of STORE Capital and its subsidiaries, which are wholly owned and controlled by the Company through its voting interest. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all of 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 wholly owned consolidated subsidiaries were formed as special purpose entities. Each special purpose entity is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the special purpose entity. At June 30, 2022 and December 31, 2021, these special purpose entities held assets totaling $9.1 billion and $8.5 billion, respectively, and had third-party liabilities totaling $2.4 billion and $2.6 billion, respectively. These assets and liabilities are included in the accompanying condensed consolidated balance sheets.

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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 Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (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 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 through long-term leases which are generally classified as operating leases; the operators become the Company’s long-term tenants (its customers). Certain of the lease contracts that are 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 adoption of ASC Topic 842, rather than as an investment in real estate subject to an operating lease.

●

Mortgage Loans Receivable – investments are made by issuing mortgage loans to the owner-operators of the real estate that serve 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. Prior to 2019, these hybrid real estate investment transactions were generally accounted for as direct financing leases. 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.

Impact of the COVID-19 Pandemic

Since the beginning of the novel coronavirus (COVID-19) pandemic in early 2020, the Company has provided to certain tenants rent deferral arrangements in the form of both short-term notes and lease modifications. The FASB provided accounting relief under which concessions provided to tenants in direct response to the COVID-19 pandemic are not required to be evaluated or accounted for as lease modifications in accordance with ASC Topic 842. The Company elected to apply this accounting relief to the rent deferral arrangements it has entered into with its tenants, which primarily affected the timing (but not the amount) of lease and loan payments due to the Company under its contracts; net revenue recognized under these deferral arrangements results in a corresponding increase in receivables that are included in other assets, net on the condensed consolidated balance sheets. For the three and six months ended June 30, 2022, the Company recognized an additional $0.3 million and $1.0 million, respectively, of net revenue and collected $3.8 million and $7.2 million, respectively, of the receivables associated with these deferral arrangements. During the three and six months ended June 30, 2021, the Company recognized $2.9 million and $4.9 million,

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respectively, of net revenue and collected $5.4 million and $11.3 million, respectively, in repayments of amounts deferred.

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 which 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 sheet; 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 fixed-rate 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 30 to 40 years for buildings and is generally 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 June 30, 2022 and December 31, 2021, the Company had $42.9 million and $39.4 million, respectively, of straight-line operating lease

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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. Generally, these escalators increase rent at the lesser of (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 actually reached. Approximately 3.7% 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 income.

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 six months ended June 30, 2022, the Company recognized aggregate provisions for the impairment of real estate of $5.3 million and $6.5 million, respectively. For the assets impaired in 2022, the estimated aggregate fair value of the impaired real estate assets at the time of impairment was $36.6 million. The Company recognized an aggregate provision for the impairment of real estate of $6.6 million and $12.0 million during the three and six months ended June 30, 2021, respectively.

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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 June 30, 2022 and December 31, 2021, the Company had loans receivable with an aggregate outstanding principal balance of $22.1 million and $28.8 million, respectively, on nonaccrual status.

Direct Financing Receivables – Classification, Cost and Revenue Recognition

Direct financing receivables include hybrid real estate investment transactions completed prior to 2019. The Company recorded the direct financing receivables at their net investment, determined as the aggregate minimum lease payments and the estimated residual value of the leased property less unearned income. The unearned income is recognized over the life of the related contracts so as to produce a constant rate of return on the net investment in the asset. Subsequent to the adoption of ASC Topic 842, existing direct financing receivables will continue to be accounted for in the same manner, unless the underlying contracts are modified.

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. For the six months ended June 30, 2022, the Company recognized an estimated $0.3 million net reduction of prior provisions for credit losses related to its loans and financing receivables; the reduction of the provision for credit losses is included in provisions for impairment on the condensed consolidated statements of income. During the three and six months ended June 30, 2022, the Company wrote off $3.7 million of loans receivable against previously established reserves for credit losses. For the six months ended June 30, 2021, the Company recognized an estimated $2.0 million of provisions for credit losses.

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 only if it is reasonably likely the Company will exercise the option(s). Rental

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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 a major financial institution, 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 $1.5 million and $5.8 million of restricted cash at June 30, 2022 and December 31, 2021, respectively, which are included in other assets, net, on the condensed consolidated balance sheets.

Deferred 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. Deferred 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.

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As of June 30, 2022, the Company had seven interest rate swap agreements in place. One of the interest rate swap agreements has a notional amount of $200.0 million and was designated as a cash flow hedge of the Company's $200.0 million floating-rate bank term loan due in April 2029. The remaining six interest rate swap agreements have an aggregate notional amount of $400.0 million and were designated as cash flow hedges of the Company's $400.0 million floating-rate bank term loan due in April 2027 (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:

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Level 1—Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access.

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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.

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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.

Share-based Compensation

Directors and employees of the Company have been granted long-term incentive awards, including restricted stock awards (RSAs) and restricted stock unit awards (RSUs), which provide such directors and employees with equity interests as an incentive to remain in the Company’s service and to align their interests with those of the Company’s stockholders.

The Company estimates the fair value of RSAs based on the closing price per share of the common stock on the date of grant and recognizes that amount in general and administrative expense ratably over the vesting period at the greater of the amount amortized on a straight-line basis or the amount vested. During the six months ended June 30, 2022, the Company granted RSAs representing 233,147 shares of restricted common stock to its directors and employees. During the same period, RSAs representing 166,770 shares of restricted stock vested and RSAs representing 53,092 shares were forfeited. In connection with the vesting of RSAs, the Company repurchased 82,321 shares as a result of participant elections to surrender common shares to the Company to satisfy statutory tax withholding obligations under the Company’s equity-based compensation plans. As of June 30, 2022, the Company had 450,709 shares of restricted common stock outstanding.

The Company’s RSUs granted in 2019 through 2022 contain both a market condition and a performance condition as well as a service condition. The Company values the RSUs with a market condition using a Monte Carlo simulation model and values the RSUs with a performance condition based on the fair value of the awards expected to be earned and recognizes those amounts in general and administrative expense on a tranche-by-tranche basis ratably over the vesting periods. During the six months ended June 30, 2022, the Company awarded 629,307 RSUs to its executive officers. In connection with the vesting of 297,605 RSUs, the Company repurchased 120,475 shares during the six months ended June 30, 2022 as a result of participant elections to surrender common shares to the Company to satisfy statutory tax withholding obligations under the Company’s equity-based compensation plan. As of June 30, 2022, there were 1,635,061 RSUs outstanding.

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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.

Management of the Company determines whether any tax positions taken or expected to be taken meet the “more-likely-than-not” threshold of being sustained by the applicable federal, state or local tax authority. Certain state tax returns filed for 2017 and tax returns filed for 2018 through 2021 are subject to examination by these jurisdictions. As of June 30, 2022, 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 June 30, 2022 or December 31, 2021.

Net Income Per Common Share

Net income per common share has been computed 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):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income	$	90,505	$	62,431	$	177,527	$	117,391
Less: Earnings attributable to unvested restricted shares		(147)		(213)		(249)		(440)
Net income used in basic and diluted income per share	$	90,358	$	62,218	$	177,278	$	116,951
Denominator: