Investments | 3. Investments At June 30, 2021, STORE Capital had investments in 2,738 property locations representing 2,684 owned properties (of which 52 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 $10.06 billion at June 30, 2021 and consisted of the gross acquisition cost of the real estate investments totaling $9.38 billion, loans and financing receivables with an aggregate carrying amount of $638.2 million and operating ground lease assets totaling $34.0 million. As of June 30, 2021, approximately 38% 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 six months ended June 30, 2021, 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, 2020 2,634 $ 9,639,766 Acquisition of and additions to real estate (a) (b) 155 602,138 Investment in loans and financing receivables (b) 6 44,933 Sales of real estate (57) (164,360) Principal collections on loans and financing receivables (b) — (42,075) Net change in operating ground lease assets (c) (685) Provisions for impairment (13,950) Other (9,381) Gross investments, June 30, 2021 (d) 10,056,386 Less accumulated depreciation and amortization (d) (1,045,702) Net investments, June 30, 2021 2,738 $ 9,010,684 (a) Excludes $18.9 million of tenant improvement advances disbursed in 2021 which were accrued as of December 31, 2020 and includes $0.4 million of interest capitalized to properties under construction. (b) Includes $35.4 million relating to two receivables which were repaid in full through a non-cash property acquisition/principal collection transaction in which the Company purchased the underlying collateral property (buildings and improvements) and leased it back to the customer; excludes the impact of the change in the presentation for certain financing receivables during the period. (c) Represents amortization recognized on operating ground lease assets during the six months ended June 30, 2021. (d) Includes the dollar amount of investments ( $33.2 million) and the accumulated depreciation ( $3.7 million) related to real estate investments held for sale at June 30, 2021. The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Rental revenues: Operating leases (a)(c) $ 180,004 $ 156,176 $ 349,320 $ 319,488 Sublease income - operating ground leases (b) 702 521 1,405 1,104 Amortization of lease related intangibles and costs (542) (703) (1,233) (1,248) Total rental revenues $ 180,164 $ 155,994 $ 349,492 $ 319,344 Interest income on loans and financing receivables: Mortgage and other loans receivable (c) $ 5,191 $ 4,826 $ 11,120 $ 9,126 Sale-leaseback transactions accounted for as financing arrangements 4,464 3,749 8,560 7,389 Direct financing receivables 2,005 3,296 4,543 6,838 Total interest income on loans and financing receivables $ 11,660 $ 11,871 $ 24,223 $ 23,353 (a) For the three months ended June 30, 2021 and 2020, includes $624,000 and $661,000 , respectively, of property tax tenant reimbursement revenue and includes $3.1 million and $74,000 , respectively, of variable lease revenue. For the six months ended June 30, 2021 and 2020, includes $1.2 million and $1.3 million, respectively, of property tax tenant reimbursement revenue and includes $6.2 million and $0.1 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 and six months ended June 30, 2021, includes $2.9 million and $4.9 million, respectively, of revenue that has been deferred 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 sheet. For both the three and six months ended June 30, 2020, includes $38.2 million of revenue related to COVID-19 rent and financing relief arrangements. 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 approximately 530 customers geographically dispersed throughout 49 states. Only one state, Texas (10%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at June 30, 2021. None of the Company’s customers represented more than 10% of the Company’s real estate investment portfolio at June 30, 2021, with the largest customer representing 2.8% of the total investment portfolio. On an annualized basis, as of June 30, 2021, the largest customer represented 3.0% of the Company’s total investment portfolio revenues and the Company’s customers operated their businesses across approximately 820 concepts; the largest of these concepts represented 2.4% 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 June 30, 2021 (dollars in thousands): Percentage of Number of Dollar Total Dollar Investment Amount of Amount of Locations Investments Investments Restaurants 728 $ 1,216,242 12 % Early childhood education centers 257 599,693 6 Health clubs 90 528,621 5 Automotive repair and maintenance 201 520,303 5 Furniture stores 66 475,477 5 Metal fabrication 94 468,113 5 Farm and ranch supply stores 41 377,294 4 All other service industries 941 3,549,707 35 All other retail industries 136 1,013,378 10 All other manufacturing industries 184 1,307,558 13 Total (a) 2,738 $ 10,056,386 100 % (a) Includes the dollar amount of investments ( $33.2 million) related to real estate investments held for sale at June 30, 2021. Real Estate Investments The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at June 30, 2021 was approximately 14 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 June 30, 2021, 11 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 June 30, 2021, are as follows (in thousands): Remainder of 2021 $ 371,394 2022 763,034 2023 758,871 2024 750,522 2025 746,658 2026 739,354 Thereafter 6,140,915 Total future minimum rentals (a) $ 10,270,748 (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): June 30, December 31, 2021 2020 In-place leases $ 36,300 $ 37,440 Ground lease-related intangibles 19,449 19,449 Above-market leases — 4,745 Total intangible lease assets 55,749 61,634 Accumulated amortization (23,988) (27,935) Net intangible lease assets $ 31,761 $ 33,699 Aggregate lease intangible amortization included in expense was $0.9 million and $1.0 million during the three months ended June 30, 2021 and 2020, respectively, and was $1.8 million and $2.1 million during the six months ended June 30, 2021 and 2020, respectively. The amount amortized as a decrease to rental revenue for capitalized above-market lease intangibles was $0.3 million during the three months ended June 30, 2020 and was $0.2 million and $0.5 million during the six months ended June 30, 2021 and 2020, respectively. Based on the net balance of the intangible assets at June 30, 2021, the aggregate amortization expense is expected to be $1.7 million for the remainder of 2021, $3.3 million in 2022, $2.9 million in 2023, $2.4 million in 2024, $1.8 million in 2025 and $1.7 million in 2026. The weighted average remaining amortization period is approximately eight years for the in-place lease intangibles and approximately 43 years for the amortizing ground lease-related intangibles. Operating Ground Lease Assets As of June 30, 2021, STORE Capital had operating ground lease assets aggregating $34.0 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 $827,000 and $549,000 during the three months ended June 30, 2021 and 2020, respectively, and $1.6 million and $1.1 million during the six months ended June 30, 2021 and 2020, respectively. The Company also recognized, in rental revenues, sublease revenue associated with its operating ground leases of $702,000 and $521,000 for the three months ended June 30, 2021 and 2020, respectively, and $1.4 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively. The future minimum lease payments to be paid under the operating ground leases as of June 30, 2021 were as follows (in thousands): Ground Ground Leases Leases Paid by Paid by STORE Capital's STORE Capital Tenants (a) Total Remainder of 2021 $ 200 $ 1,617 $ 1,817 2022 401 2,606 3,007 2023 4,149 2,628 6,777 2024 55 2,709 2,764 2025 57 2,394 2,451 2026 57 2,230 2,287 Thereafter 3,071 44,491 47,562 Total lease payments 7,990 58,675 66,665 Less imputed interest (3,054) (29,101) (32,155) Total operating lease liabilities - ground leases $ 4,936 $ 29,574 $ 34,510 (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 $58.7 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 June 30, December 31, Type Rate (a) Date 2021 2020 Six mortgage loans receivable 7.93 % 2021 - 2023 $ 101,803 $ 101,793 Four mortgage loans receivable 8.55 % 2032 - 2037 14,574 14,673 Fifteen mortgage loans receivable (b) 8.60 % 2051 - 2060 199,828 185,525 Total mortgage loans receivable 316,205 301,991 Equipment and other loans receivable 8.10 % 2021 - 2027 30,631 31,636 Total principal amount outstanding—loans receivable 346,836 333,627 Unamortized loan origination costs 994 1,206 Sale-leaseback transactions accounted for as financing arrangements (c) 7.84 % 2034 - 2043 219,636 204,469 Direct financing receivables 78,789 117,047 Allowance for credit and loan losses (d) (8,028) (6,028) Total loans and financing receivables $ 638,227 $ 650,321 (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 2039. (d) Balance includes $2.5 million of loan loss reserves recognized prior to December 31, 2019, $2.5 million of credit loss reserves recognized upon the adoption of ASC Topic 326 on January 1, 2020 and $3.0 million of credit losses recognized since the adoption of ASC Topic 326. Loans Receivable At June 30, 2021, the Company held 51 loans receivable with an aggregate carrying amount of $341.5 million. Twenty-five 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 2024) 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 2021 $ 1,342 $ 35,865 $ 37,207 2022 2,595 9,201 11,796 2023 2,702 79,995 82,697 2024 2,944 — 2,944 2025 1,597 510 2,107 2026 1,629 359 1,988 Thereafter 157,864 50,233 208,097 Total principal payments $ 170,673 $ 176,163 $ 346,836 Sale-Leaseback Transactions Accounted for as Financing Arrangements As of June 30, 2021 and December 31, 2020, the Company had $219.6 million and $204.5 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 June 30, 2021, were as follows (in thousands): Remainder of 2021 $ 8,868 2022 17,505 2023 17,582 2024 17,717 2025 17,857 2026 17,951 Thereafter 223,537 Total future scheduled payments $ 321,017 Direct Financing Receivables As of June 30, 2021 and December 31, 2020, the Company had $78.8 million and $117.0 million, respectively, of investments accounted for as direct financing leases under previous accounting guidance; the components of these investments were as follows (in thousands): June 30, December 31, 2021 2020 Minimum lease payments receivable $ 163,285 $ 242,694 Estimated residual value of leased assets 8,938 14,800 Unearned income (93,434) (140,447) Net investment $ 78,789 $ 117,047 As of June 30, 2021, the future minimum lease payments to be received under the direct financing lease receivables are expected to be $3.9 million for the remainder 2021, 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 June 30, 2021, $84.6 million of loans and financing receivables were categorized as investment grade and $560.7 million were categorized as non-investment grade. During the six months ended June 30, 2021, there were $2.0 million of provisions for credit losses recognized, no write-offs charged against the allowance and no recoveries of amounts previously written off. As of June 30, 2021, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was none in 2021, $5.0 million in 2020, $44.9 million in 2019, none in 2018 and 2017 million prior to 2017. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $39.0 million in 2021, $133.1 million in 2020, $201.2 million in 2019, $36.6 million in 2018, $12.5 million in 2017 and $138.3 million prior to 2017. |