UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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Securities Registered Pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
None |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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
Note: The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934.
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).
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.
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
On June 30, 2023,
As of March 8, 2024 there were
TABLE OF CONTENTS
PART I
In this Annual Report on Form 10-K, or this Annual Report, references to “we,” “us,” “our,” “the Company,” “STORE” or “STORE Capital,” are references to STORE Capital Corporation, a Maryland corporation, prior to, and to STORE Capital LLC, a Delaware limited liability company, upon and following the completion of the Merger, and references to the “Merger” are references to the Merger as defined in Item 1 below.
Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, triple-net leases of freestanding, single-tenant properties, and expected liquidity needs and sources (including the ability to obtain financing or raise capital). Words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words, and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.
Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and we may not be able to realize them. The following risks, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the document in which they are contained. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to any forward-looking statement that may be made to reflect events or circumstances after the date as of which that forward-looking statement speaks or to reflect the occurrence of unanticipated events, except as required by law.
Item 1. BUSINESS
The Merger
On September 15, 2022, STORE Capital Corporation, a Maryland corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”) and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. References herein to “we”, the “Company,” “STORE,” or “STORE Capital” are references to STORE Capital Corporation prior to the Merger and to STORE Capital LLC upon and following the Merger. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded.
Overview
General. STORE is an internally managed net-lease real estate investment trust, or REIT, that is a leader in the acquisition, investment and management of Single Tenant Operational Real Estate, or "STORE Properties", which is our target market and the inspiration for our name. A STORE Property is a real property location at which a company operates its business and generates sales and profits, which makes the location a profit center and, therefore, fundamentally important to that business. Our portfolio is highly diversified and our customers operate across a wide variety of industries within the service, service-oriented retail and manufacturing sectors of the U.S. economy.
Taxation as a Real Estate Investment Trust. STORE Capital Corporation elected to be taxed as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, commencing with its initial taxable year ended December 31, 2011. STORE Capital LLC has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its initial taxable year ended December 31, 2022. To continue to qualify as a REIT, we must continue to meet certain tests which, among other things, require that our assets consist primarily of real estate assets, our income be derived primarily from real estate assets, and that we distribute at least 90% of our REIT taxable income (other than our net capital gains) to our members annually.
The Net-Lease Model and Sustainability. STORE is a net-lease REIT. Accordingly, we acquire STORE Properties from business owners, and then lease the properties back to the business owners under net-leases, substantially all of which are triple-net. Under a triple-net lease, our customer (the tenant) is solely responsible for operating the business conducted at the property subject to the lease, keeping the property and improvements in good order and repair, remodeling and updating the building as it deems appropriate to maximize business value, and paying the insurance, property taxes and other property-related expenses. Under the triple-net lease model, therefore, STORE is not a real estate operator; rather, we provide real estate financing solutions to customers seeking a long-term, more efficient cost alternative to real estate ownership. Following our acquisition of a property, it is our customer, and not STORE, that controls the property, including with respect to decisions as to when and how to implement environmentally sustainable practices at a given property.
Our Corporate Responsibility. We define success by our ability to make a positive difference for all of our stakeholders. STORE’s beginning was inspired by our belief that we could make a positive difference for real estate intensive businesses across the U.S. by delivering innovative and superior real estate capital solutions. That belief has guided our efforts to bring much needed capital and liquidity opportunities to middle-market and larger businesses which, in turn, have brought value creation and growth to our customers, owners and employees. For our many customers, STORE’s real estate lease solutions have contributed to their prospects for wealth creation and to their ability to grow, create jobs and contribute to many communities across the country. In turn, meeting the needs of our customers provides an extraordinary investment opportunity that we believe creates sustainable long-term wealth. We are committed to operating our business responsibly, guarding our valuable reputation and creating long-term and sustainable value for our company through a robust business model and attentiveness to our stakeholders. STORE is committed to playing an important
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role for middle-market and larger companies across the U.S. in order to help them succeed, while making a positive impact on our collective communities, both today and for future generations.
Our Target Market and Asset Class
We provide real estate financing solutions principally to middle-market and larger businesses that own single tenant profit-center real estate locations on which they conduct their businesses and generate revenues and profits, which we refer to as Single Tenant Operational Real Estate or “STORE Properties.” Our customers operate these STORE Properties within the broad-based service, service-oriented retail and manufacturing sectors of the U.S. economy. We have designed our net-lease solutions to provide a long-term, cost efficient way to improve our customers’ capital structures and, thus, be a preferred alternative to real estate ownership.
Our customers typically have the choice either to own or to lease the real estate they use in their businesses. They choose to lease for various reasons, including the potential to lower their cost of capital, as leasing supplants traditional financing options that tie up the equity in their real estate. Leasing is also viewed as an attractive alternative to our customers because it generally locks in scheduled payments, at lower levels and for longer periods, than traditional financing options; these factors are viewed favorably relative to the amounts funded.
Because STORE Properties are profit-center locations, payment of rent under our lease contracts is supported not only by the credit quality of the tenant and the residual value of the real estate, but also and primarily by the profits produced by the business operations at the locations we own (e.g. unit-level profitability).
Creating Superior Lease Contracts
We believe that our net-lease contracts, and not simply tenant or real estate quality, are central to our potential to deliver superior long-term risk-adjusted rates of return. Contract quality embodies tenant and real estate characteristics, together with other investment attributes we believe are highly material. Contract attributes include the prices we pay for the real estate we own, inclusive of the prices relative to new construction cost. Other important contract attributes include the ability to receive unit-level financial statements, which allows us to evaluate unit-level cash flows relative to the rents we receive. Likewise, over many years of providing real estate net-lease capital, we have determined that tenant alignments of interest are highly important. Such alignments of interest can include full parent company recourse, credit enhancements in the form of guarantees, cross default provisions and the use of master leases. Master leases, which comprise most of our multi-property net-lease contracts, are individual lease contracts that bind multiple properties and offer landlords greater security in the event of tenant insolvency and bankruptcy. Whereas individual property leases provide tenants with the opportunity to evaluate the desirability and viability of each individual property they rent in the event of a bankruptcy, master leases bind multiple properties, permitting landlords to benefit from aggregate property performance and limiting tenants’ ability to pick and choose which leases to retain. Other important tenant contract considerations include contractual lease escalations, indemnification provisions, lease renewal rights, and the ability to sublease and assign leases, as well as qualitative considerations, such as alternative real estate use assessment and the composition of a tenant’s capitalization structure.
Our Business Process
We operate a platform for the acquisition of, investment in and management of STORE Properties that creates value through four core competencies.
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Environmental Stewardship
We are committed to environmental sustainability and the mitigation of environmental risks in connection with the development of our property portfolio. This commitment reflects the fact that the properties we acquire are subject to both state and federal environmental regulations, but, more importantly, it aligns with our belief that being conscious of, and seeking to address and manage, environmental risks within our control, and supporting our customers to do the same in their businesses, plays a role in building and sustaining successful enterprises; and, thus, is material to the success of our own business.
Our environmental initiatives and partnerships focus on energy savings and carbon footprint reduction in our customers’ facilities. As we are a triple-net lease REIT, without direct control of physical locations, our primary strategy includes educating ourselves and our customers on evolving environmental strategies, soliciting feedback, and gathering environmental data from our customers. This includes developing relationships between our customers and vendors of sustainability solutions, and supporting our tenants in their implementation of sustainability programs including energy efficiency and carbon reduction programs.
Human Capital Management
We believe that to continue delivering strong financial results, we must execute on a human capital strategy that prioritizes, among other things: (i) establishing a work environment that: attracts, develops, and retains top talent; (ii) affording our employees an engaging work experience that allows for career development and opportunities for meaningful civic involvement; (iii) evaluating compensation and benefits, and rewarding outstanding performance; (iv) engaging with, and obtaining feedback from, our employees on their workplace experiences; (v) enabling every employee at every level to be treated with dignity and respect, to be free from discrimination and harassment, and to devote their full attention and best efforts to performing their job to the best of their respective abilities; and (vi) communicating with our board of directors on key topics.
As part of our efforts to achieve these priorities:
As of December 31, 2023, we had 121 full-time employees, all of whom are located in our single office in Scottsdale, Arizona. None of our employees are subject to a collective bargaining agreement. We consider our employee relations to be good.
Competition
We face competition in the acquisition and financing of STORE Properties from numerous investors, including, but not limited to, traded and non-traded public REITs, private equity investors and other institutional investment funds, as well as private wealth management advisory firms that serve high net worth investors (also known as family offices).
Regulations and Requirements
Our properties are subject to various laws and regulations, including regulations relating to fire and safety requirements, as well as affirmative and negative contractual covenants and, in some instances, common area obligations. We believe that each of our customers has the necessary permits and approvals to operate and conduct their businesses on our properties. Moreover, our properties are subject to Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the
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“ADA”). Our customers have primary responsibility for complying with these regulations and other requirements pursuant to our lease and loan agreements; however, we may have liability in certain circumstances if our tenants do not comply with such laws and regulations. As of January 31, 2024, we are not aware of any ADA non-compliance that we believe would have a material adverse effect on the results of our operations.
Additionally, our properties are subject to environmental laws and regulations, which may give rise to liabilities related to the presence, handling or discharge of hazardous materials that may emanate from properties that we purchase, regardless of fault. We mitigate the possible liabilities from such laws and regulations by undertaking extensive environmental due diligence and by entering into leases with the sellers of our properties, pursuant to which the sellers agree to certain covenants and indemnities that typically require the sellers to comply with applicable environmental laws and regulations and remediate or take other corrective action should any environmental issues arise. We believe the cost of capital expenditures related to environmental liabilities will not have a material impact on the results of our operations, as such costs are typically borne by the sellers, previous owners, and tenants of our properties.
About Us
STORE Capital Corporation was incorporated under the laws of Maryland on May 17, 2011. STORE Capital LLC, the successor by merger to STORE Capital Corporation was formed under the laws of Delaware on August 30, 2022. Our offices are located at 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255. We currently lease approximately 34,500 square feet of office space from an unaffiliated third party. Our telephone number is (480) 256-1100 and our website is www.storecapital.com.
Item 1A. RISK FACTORS
There are many factors that affect our business, financial condition, operating results, cash flows and distributions. The following is a description of important factors that may cause our actual results of operations in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Annual Report. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we may currently deem immaterial also may impair our business operations. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law. See “Forward-Looking Statements.”
Risks Related to Our Business and Operations
The value of our real estate is subject to fluctuation, and risks related to investing in real estate may have an adverse effect on our financial condition.
We are subject to all of the general risks associated with the ownership of real estate. While the revenues from our leases are not directly dependent upon the value of the underlying real estate, significant declines in real estate values could adversely affect us in many ways, including a decline in the residual values of properties at lease expiration, possible lease abandonments by our customers and a decline in the attractiveness of triple-net lease transactions to potential sellers. Moreover, significant declines in real estate values may also affect our ability to execute leases on attractive terms with potential tenants. In addition, we periodically review our real estate assets for impairment based on the projected operating cash flow of the property over our anticipated holding period. Impairment charges have a direct impact on our results of operation. A financial failure or other default by a customer will likely reduce or eliminate the operating cash flow generated by that customer’s leased property and might decrease the value of that property and result in a non-cash impairment charge. Also, to the extent we purchase real estate in an unstable market, we are subject to the risk that if the real estate market ceases to attract the same level of capital investment in the future that it attracts at the time of our purchases, or the number of companies seeking to acquire properties decreases, the value of our investments may not appreciate or may decrease significantly below the amounts we paid.
Contingent rent escalators may expose us to inflation risk and can hinder our growth and profitability.
A substantial portion of our leases contain variable-rate contingent rent escalators that periodically increase the base rent payable by the customer. Our leases with rent escalators indexed to future increases in the Consumer Price Index (“CPI”) primarily adjust over a one-year period but may adjust over multiple-year periods. Generally, these escalators increase rent at (i) 1 to 1.25 times the change in the CPI over a specified period or (ii) a fixed percentage. As a result of these escalators, during periods of deflation or
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low inflation, small increases or decreases in the CPI may cause us to receive lower rental revenues than we would receive under leases with fixed-rate rent escalators. Conversely, when inflation is higher, contingent rent increases may not keep up with the rate of inflation. Higher inflation may also have an adverse impact on our customers if increases in their operating expenses exceed increases in revenue, which may adversely affect our customers’ ability to satisfy their financial obligations to us.
The success of our business depends upon the success of our customers’ businesses, and bankruptcy laws will limit our remedies in the event of customer defaults.
We lease substantially all of our properties to customers who operate businesses at the leased properties. We underwrite and evaluate investment risk on the basis that the profitability of these businesses is the primary source that supports the payments on our leases and loans, which we refer to as “unit-level profitability.” We believe the success of our investments materially depends upon whether our customers generate unit level profitability at the locations we acquire and lease back or finance.
If any of our customers struggle financially, they may decline to extend or renew their leases, miss rental payments or declare bankruptcy. Claims for unpaid future rent are rarely paid in full and are subject to statutory limitations that would likely cause us to receive rental revenues substantially below the contractually specified rent. We are often subject to this risk because our triple-net leases generally involve a single tenant, but this risk is magnified when we lease multiple properties to a single customer under a master lease. Federal bankruptcy laws may prohibit us from evicting bankrupt customers solely upon bankruptcy, and we may not recover the premises promptly from the tenant or from a trustee or debtor-in-possession in bankruptcy proceedings. We may also be unable to re-lease a terminated or rejected space on comparable terms, or at all, or sell a vacant space upon a customer’s bankruptcy. We will be responsible for all of the operating costs at vacant properties until they are sold or re-let.
Some service and service-oriented retail customers may be susceptible to e-commerce pressures.
Most of our portfolio is leased to, or financed by, customers operating service or service-oriented retail businesses. Service and service-oriented retail businesses using physical outlets face increasing competition from online retailers and service providers. While we believe the businesses in our portfolio are relatively insulated from e-commerce pressures, these businesses may face increased competition from alternative online providers given the rapidly changing business conditions spurred by technological innovation, changing consumer preferences and non-traditional competitors. There can be no assurance that our customers’ businesses will remain competitive with e-commerce providers in the future; any failure to do so would impair their ability to meet their lease obligations to us and materially and adversely affect us.
Geographic, market sector or industry concentrations within our portfolio may negatively affect our financial results.
Our operating performance is impacted by the economic conditions affecting the specific locales, market sectors and industries in which we have concentrations of properties. As a result of these concentrations, local economic, market sector, and industry conditions, changes in state or local governmental rules and regulations, acts of nature, epidemics, pandemics and public health crises and actions taken in response thereto, and other factors affecting those states, market sectors or industries could result in an adverse effect on our customers’ businesses and their ability to meet their obligations to us. Additionally, a failure to increase demand for our products by, among other ways, failing to convince middle-market and larger companies to sell and lease back their properties, or an increase in the availability of properties for rent, could materially and adversely affect us. As we continue to acquire properties, our portfolio may become more concentrated by customer, industry or geographic area. A less diverse portfolio could cause us to be more sensitive to the bankruptcy of fewer customers, changes in consumer trends of a particular industry and a general economic downturn in a particular geographic area.
Failure of our underwriting and risk management procedures to accurately evaluate a potential customer’s credit risk could materially and adversely affect our operating results and financial position.
Our success depends in part on the creditworthiness of our middle-market and larger customers who generally are not rated by any nationally recognized rating agency. We analyze creditworthiness using Moody’s Analytics RiskCalc, our methodology of estimating probability of lease rejection and our proprietary ‘Probability of Default’ model, each of which may fail to adequately assess a particular customer’s default risk. An expected default frequency (“EDF”) score from Moody’s Analytics RiskCalc lacks the extensive company participation required to obtain a credit rating published by a nationally recognized statistical rating organization such as Moody’s Investors Services, Inc. or S&P Global Ratings, a division of S&P Global, Inc., and may not be as indicative of creditworthiness. Substantially all of our customers are required to provide corporate-level financial information to us periodically or
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at our request. EDF scores and the financial ratios we calculate are based on unverified financial information from our customers, may reflect only a limited operating history and include various estimates and judgments made by the party preparing the financial information. The probability of lease rejection we assign to a particular investment may be inaccurate and may not incorporate significant risks of which we are unaware, which may cause us to invest in properties and lease them to customers who ultimately default, and we may be unable to recover our investment by re-leasing or selling the related property, on favorable terms, or at all.
We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth.
Our ability to continue to acquire properties we believe to be suitable and compatible with our growth strategy may be constrained by numerous factors, including the following:
We typically acquire only a small percentage of all properties that we evaluate (which we refer to as our “pipeline”). To the extent any of the foregoing decreases our pipeline or otherwise impacts our ability to continue to acquire suitable properties, our ability to grow our business will be adversely affected.
We face significant competition for customers, which may negatively impact the occupancy and rental rates of our properties, reduce the number of acquisitions we are able to complete or increase the cost of these acquisitions.
We compete with numerous developers, owners and operators of properties that often own similar properties in similar markets, and if our competitors offer lower rents than we are offering, we may be pressured to lower our rents or to offer more substantial rent abatements, customer improvements, early termination rights, below-market renewal options or other lease incentive payments in order to remain competitive. Competition for customers could negatively impact the occupancy and rental rates of STORE properties.
We also face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private equity investors and other institutional investment funds, as well as private wealth management advisory firms, some of which have greater financial resources, a greater ability to borrow funds to acquire properties, the ability to offer more attractive terms to prospective customers and the willingness to accept greater risk or lower returns than we can prudently manage. This competition may increase the demand for STORE Properties and, therefore, reduce the number of, or increase the price for, suitable acquisition opportunities, all of which could materially and adversely affect us.
As leases expire, we may be unable to renew those leases or re-lease the space on favorable terms or at all.
We may not be able to renew leases or re-lease spaces without interruptions in rental revenue, at or above our current rental rates or without offering substantial rent abatements, customer improvement allowances, early termination rights or below market renewal options, and the terms of renewal, extension or re-lease may be less favorable to us than the prior lease. Because some of our properties are specifically designed for a particular customer’s business, we may be required to renovate the property, decrease the rent we charge or provide other concessions in order to lease the property to another prospective customer. If we need to sell such properties, we may have difficulty selling them to a third party due to the property’s unique design.
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Some of our customers operate under franchise or license agreements, which, if terminated or not renewed prior to the expiration of their leases with us, would likely impair their ability to pay us rent.
Some of our customers operate their businesses under franchise or license agreements, which generally have terms that end earlier than the respective expiration dates of the related leases. In addition, a customer’s rights as a franchisee or licensee typically may be terminated by the franchisor and the customer may be precluded from competing with the franchisor or licensor upon termination. A franchisor’s or licensor’s termination or refusal to renew a franchise or license agreement would impact the customer’s ability to make payments under its lease or loan with us. We typically have no notice or cure rights with respect to such a termination and have no rights to assignment of any such agreement, which may have an adverse effect on our ability to mitigate losses arising from a default by a terminated franchisee on any of our leases or loans.
If a customer defaults under either the ground lease or mortgage loan of a hybrid lease, we may be required to undertake foreclosure proceedings on the mortgage before we can re-lease or sell the property.
In certain circumstances, we may enter into hybrid leases with customers. A hybrid lease is a modified sale-leaseback transaction, where the customer sells us land and then we lease the land back to the customer under a ground lease and simultaneously make a mortgage loan to the customer secured by the improvements the customer continues to own. If a customer defaults under a hybrid lease, we may: (i) evict the customer under the ground lease and assume ownership of the improvements; or (ii) if required by a court, foreclose on the mortgage loan that is secured by the improvements. Under a ground lease, we, as the ground lessor, generally become the owner of the improvements on the land at lease maturity or if the customer defaults. If, upon default, a court requires us to foreclose on the mortgage, rather than evicting the customer, we might encounter delays and expenses in obtaining possession of the improvements, which in turn could delay our ability to promptly sell or re-lease the property.
Defaults by customers on mortgages we hold could lead to losses on our investments.
From time to time, we make or assume commercial mortgage loans. We have also made a limited number of investments on properties we own or finance in the form of loans secured by equipment or other fixtures owned by our customers. In the event of a default, we would not earn interest or receive a return of the principal of our loan and may also experience delays and costs in enforcing our rights as lender. Foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party’s default. Foreclosure and other similar laws may limit our right to obtain a deficiency judgment against the defaulting party after a foreclosure or sale, and may lead to a loss or delay in the payment on loans we hold. If we do have to foreclose on a property, we may receive less in the foreclosure sale than the amount the customer owes us or that is needed to cover the costs to foreclose, repossess and sell the property.
Some of our customers rely on government funding, and their failure to continue to qualify for such funding could adversely impact their ability to make timely lease payments to us.
Some of our customers operate businesses that depend on government funding or reimbursements, such as customers in the education, healthcare and childcare related industries, which may require them to satisfy certain licensure or certification requirements in order to qualify for these government payments. The amount and timing of these government payments depend on various factors that often are beyond our or our customers’ control. If these customers fail to receive necessary government funding or fail to comply with related regulations, their cash flow could be materially affected, which may cause them to default on their leases and adversely impact our business.
Construction and renovation risks could adversely affect our profitability.
In certain instances, we provide financing to our customers for the construction and/or renovation of their properties. We are therefore subject to the risks that this construction or renovation may not be completed. Construction and renovation costs for a property may exceed a customer’s original estimates due to increased costs of materials or labor, or other unexpected costs. A customer may also be unable to complete construction or renovation of a property on schedule, which could result in increased debt service expenses or construction costs. These additional expenses may affect the ability of the customer to make payments to us.
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Our ability to fully control the maintenance of our net-leased properties may be limited.
Because our customers are the tenants of our net-leased properties and are responsible for the day-to-day maintenance and management of our properties, after lease expiration, we may incur expenses for deferred maintenance or other liabilities if a property is not adequately maintained. We visit our properties periodically, but these visits are not comprehensive inspections and deferred maintenance items may go unnoticed. Our leases generally provide for recourse against a customer in these instances, but bankrupt or financially troubled customers may be more likely to defer maintenance, and it may be more difficult to enforce remedies against such customers. We may not always be able to ascertain the financial circumstances of a given customer or forestall deterioration in the condition of a property.
Failure to qualify as a REIT could adversely affect our financial condition.
Our qualification as a REIT requires us to satisfy numerous highly technical and complex requirements for which there are only limited judicial or administrative interpretations, and which involve the determination of various factual matters and circumstances not entirely within our control. No guarantee can be made that we will be able to continue to be qualified as a REIT in the future. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (and state and local taxes) on our taxable income at the regular corporate rate and be unable to deduct dividends when computing our taxable income. Also, unless the Internal Revenue Service granted us relief under certain statutory provisions, we could not re-elect REIT status until the fifth calendar year after the year in which we first failed to qualify as a REIT. The additional tax liability from such a failure could adversely affect our financial condition.
To the extent state taxing authorities treat us as a “captive” REIT, our state income tax obligations may increase and we will be required to calculate deferred income taxes attributable to temporary differences between tax and financial reporting.
Following the Merger, the Company's new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a “captive” REIT, a term which generally refers to a REIT of which 50% of the voting power or value of the beneficial interest or shares is owned by a single entity treated as an association taxable as a corporation. Within the jurisdictions where the Company is treated as a captive REIT, the dividends paid deduction may be disallowed, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded. Based on the projected increase in income tax liabilities related to STORE Capital's new status as a captive REIT in multiple state tax jurisdictions, the Company, in addition to its existing obligation to compute current income tax expense, is now in a position where it needs to calculate deferred income taxes attributable to its temporary differences. While current income taxes are based upon the current period's income taxable for state tax reporting purposes, deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the U.S. generally accepted accounting principles (“GAAP”) and tax basis of assets and liabilities that could result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. The additional tax liability may impact the operations of the business.
Risks Related to the Financing of Our Business
Our growth depends on external sources of debt and equity capital, which are outside of our control and affect our ability to seize strategic opportunities, satisfy debt obligations and make distributions to our members.
We rely on third-party sources to fund our debt and equity capital needs. Our access to third-party sources of capital depends, in part, on general market conditions, the market’s perception of our growth potential, our current debt levels, our credit ratings, our current and expected future earnings, and our cash flows and cash distributions.
In addition, in order to maintain our qualification as a REIT, we are generally required under the Code to, among other things, distribute annually at least 90% of our net REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and we will be subject to income tax to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, without access to third-party sources of capital, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our members necessary to maintain our qualification as a REIT.
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Current market conditions, including increases in interest rates, could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all.
In periods during which credit markets experience significant price volatility, displacement and liquidity disruptions, liquidity in the financial markets can be impacted, making financing terms for customers less attractive, and in certain cases, rendering certain types of debt financing unavailable. In such periods, we may be unable to obtain debt financing on favorable terms, or at all, or fully refinance maturing indebtedness with new indebtedness. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase, and the increased interest rates could cause our interest costs and overall costs of capital to increase.
Our operating results and financial condition could be adversely affected if we or our subsidiaries are unable to make required payments on our debt.
We are subject to risks normally associated with debt financing, including the risk that our cash flows will be insufficient to meet required payments of principal and interest. If we are unable to make debt service payments as required on loans secured by properties we own, a lender could foreclose on the property or properties securing its debt. This could cause us to lose part or all of our investment. In addition, a significant portion of our investment portfolio consists of assets owned by our consolidated, bankruptcy remote, special purpose entity subsidiaries (“SPEs”) that have been pledged to secure the long-term borrowings of those SPEs. We or our other consolidated subsidiaries are the equity owners of our SPEs, which entitles us to the excess cash flows after debt service and all other required payments are made on the debt of our SPEs. If our SPEs fail to make the required payments on such indebtedness or fail to maintain the required debt service coverage ratios, distributions of excess cash flows to us may be reduced or suspended and the indebtedness may become immediately due and payable. If our SPEs are unable to pay the accelerated indebtedness, the pledged assets could be foreclosed upon and distributions of excess cash flows to us may be suspended or terminated, which could reduce the value of our portfolio and revenues available for distribution to our members.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce our overall net return.
We attempt to mitigate our exposure to interest rate risk by entering into long-term fixed-rate financing through the combination of periodic debt offerings under our secured and unsecured debt programs including our STORE Master Funding program, our asset-backed securities conduit, through non-recourse secured borrowings, through insurance company and bank borrowings, by laddering our borrowing maturities and by using leases that generally provide for rent escalations during the term of the lease. However, the weighted average term of our borrowings does not match the weighted average term of our investments, and the methods we employ to mitigate our exposure to changes in interest rates involve risks, including the risk that the debt markets are volatile and tend to reflect the conditions of the then current economic climate. Our efforts may not be effective in reducing our exposure to interest rate changes, which may increase our cost of capital and reduce the net returns we earn on our portfolio.
We depend on the asset backed securities (“ABS”) market for a substantial portion of our long-term debt financing.
Historically, we have raised a significant amount of long-term debt capital through our STORE Master Funding program, which accesses the ABS market. Our ABS debt is issued by our SPEs, which issue multiple series of investment grade ABS notes from time to time as additional collateral is added to the collateral pool. Our ABS debt is generally non-recourse, but there are customary limited exceptions to recourse for matters such as fraud, misrepresentation, gross negligence or willful misconduct, misapplication of payments, bankruptcy and environmental liabilities.
We have generally used the proceeds from these ABS financings to repay debt and fund real estate acquisitions. Our obligations under these loans are generally secured by liens on certain of our properties. In the case of our STORE Master Funding program, subject to certain conditions and limitations, we may substitute real estate collateral for assets in the collateral pool from time to time. No assurance can be given that the ABS market or financing facilities with similar flexibility to substitute collateral will be available to us in the future.
A disruption in the financial markets for ABS debt may affect our ability to obtain long-term debt, which, in turn, may force us to acquire real estate assets at a lower than anticipated growth rate and negatively affect our return on equity. Furthermore, a reduction in the difference, or spread, between the rate we earn on our assets (primarily the lease rates we charge our customers) and the rate we pay on our liabilities (primarily the interest rates on our debt) could have a material and adverse effect on our financial condition.
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A downgrade in our credit ratings could have a material adverse effect on our business and financial condition.
The credit ratings assigned to us and our debt, which are subject to ongoing evaluation by the rating agencies who have published them, could change based upon, among other things, our historical and projected business, prospects, liquidity, results of operations and financial condition, or the real estate industry generally. If any credit rating agency downgrades or lowers our credit rating, places any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates a negative outlook for that rating, it could materially adversely affect the market price of our debt securities, as well as our costs and availability of debt capital.
The agreements governing some of our indebtedness contain restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions, operate our business or make distributions to our members.
The agreements governing some of our indebtedness contain restrictions and covenants, including financial covenants, that limit or will limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional indebtedness, could cause us to forego investment opportunities, reduce or eliminate distributions to our members or obtain financing on less than favorable terms. The covenants and other restrictions under our debt agreements may affect our ability to incur indebtedness, create liens on assets, sell or substitute assets, modify certain terms of our leases, prepay debt with higher interest rates, manage our cash flows and make distributions to our members. Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.
General Real Estate Risks
Real estate investments are relatively illiquid and property vacancies could result in significant capital expenditures.
We may desire to sell a property in the future because of changes in market conditions, poor customer performance or default under any mortgage we hold, or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet debt obligations or avoid a default. Particularly with respect to certain types of real estate assets, such as movie theaters, that cannot always be sold quickly, we may be unable to realize our investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In addition, as a REIT, the Code limits our ability to dispose of properties in ways that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. We may be required to invest in the restoration or modification of a property before we can sell it. The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and make distributions to our members.
The loss of a customer, either through lease expiration or customer bankruptcy, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new customer and cause us to incur significant costs in the form of ongoing expenses for property maintenance, taxes, insurance and other expenses.
Uninsured losses relating to real property may adversely affect our returns.
Our contracts generally require our customers to maintain insurance customary for similar types of commercial property. Depending on the location of the property or nature of its use, losses of a catastrophic nature may be covered by insurance policies held by our customers with limitations, such as large deductibles or copayments, that a customer may not be able to meet. In addition, factors such as inflation, changes in building codes and ordinances, environmental considerations, public safety threats and others may result in insurance proceeds that are insufficient to repair or replace a damaged or destroyed property. In the event of a substantial or comprehensive loss of any of our properties, we may not be able to rebuild such property to its existing specifications without significant capital expenditures, which may exceed any amounts received under insurance policies, due to the upgrades needed to meet zoning and building code requirements. The loss of our capital investment in, or anticipated future returns from, our properties due to material uninsured losses could materially and adversely affect us.
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Environmentally hazardous conditions may adversely affect our operating results.
Our properties may be subject to known and unknown environmental liabilities under various federal, state and local laws and regulations relating to human health and the environment, some of which may impose joint and several liability on certain statutory classes of persons, including owners or operators, for the costs of investigation or remediation of contaminated properties. These laws and regulations apply to past and present business operations on the properties, and the use, storage, handling and recycling or disposal of hazardous substances or wastes. We may be liable regardless of our knowledge of the contamination, the timing of the contamination, the cause of the contamination or the party responsible for the contamination. Our customers generally must indemnify us from all or most environmental compliance costs, but if a customer fails to, or cannot, comply, we may be required to pay such costs. These costs could be substantial, and because these potential environmental liabilities are generally uncapped, these costs could significantly exceed the property’s value. There can be no assurance that our environmental due diligence efforts will reveal all environmental conditions at the properties in our pipeline.
Under the laws of many states, contamination on a site may give rise to a lien on the site for clean-up costs. Several states will grant priority to a “super lien” for clean-up costs over all existing liens, including those of existing mortgages. If any of the properties on which we have a mortgage are or become contaminated and subject to a super lien, we may not be able to recover the full value of our investment.
Certain federal, state and local laws, regulations and ordinances govern the use, removal and/or replacement of underground storage tanks in the event of a release on, or an upgrade or redevelopment of, certain properties. Such laws, as well as common law standards, may impose liability for any releases of hazardous substances associated with the underground storage tanks and may allow third parties to seek recovery from the owners or operators of such properties for damages associated with such releases.
In a few states, transfers of some types of sites are conditioned upon cleanup of contamination prior to transfer, including in cases where a lender has become the owner of the site through a foreclosure, deed in lieu of foreclosure or otherwise. If any of our properties in these states are subject to such contamination, we may be subject to substantial clean-up costs before we are able to sell or otherwise transfer the property. Additionally, certain federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos containing materials (“ACMs”) in the event of the remodeling, renovation or demolition of a building. Such laws, as well as common law standards, may impose liability for releases of ACMs and may impose fines and penalties against us or our customers for failure to comply with these requirements or allow third parties to seek recovery from us or our customers.
In addition, our properties may contain or develop harmful mold, exposure to which may cause a variety of adverse health effects. Exposure to mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold and could subject us to liability if property damage or health concerns arise.
If we or our customers become subject to any of the above-mentioned environmental risks, we may be materially and adversely affected.
We may be subject to liabilities and costs associated with the impacts of climate change.
The impacts of climate change on our properties or operations are highly uncertain and would be particular to the geographic areas in which we operate. Such impacts may result from increased frequency of natural disasters, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, rising energy and environmental costs, and changing temperatures, which may impact our or our tenants’ ability to obtain property insurance on acceptable terms. While most all of our leases are triple-net, and generally impose responsibility on our tenants for the property-level operating costs and require our tenants to indemnify us for environmental liabilities, there can be no assurance that a given tenant will be able to satisfy its payment obligations to us under its lease if climate change adversely impacts a particular property.
Certain provisions of our leases or loan agreements may be unenforceable, which could adversely impact us.
Our rights and obligations with respect to our leases, mortgage loans or other loans are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy (including rights to indemnification), a loan prepayment provision or a provision governing our security interest in the underlying collateral of a customer. We could be adversely impacted if, for example, this were to happen with respect to a master lease governing our rights relating to multiple properties.
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Other General Risks
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our IT networks and related systems.
While we do not collect or maintain the types of information that are most often targeted in cyber-attacks, such as credit card data, bank account information, or sensitive personal information, we nevertheless face risks associated with security breaches through cyber-attacks, malware, computer viruses and malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, bad actors with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business, the availability and integrity of our data and our ability to perform day-to-day operations, and security breaches or system interruptions could result in misstated financial reports, violations of loan covenants, missed reporting deadlines, our inability to monitor our compliance with the rules and regulations regarding our qualification as a REIT, unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, the diversion of management attention and resources to remedy any resulting damages, liability for claims for breach of contract, damages, credits, penalties or termination of leases or other agreements, or damage to our reputation among our customers, lenders, vendors and investors generally.
We rely on information systems across our operations and corporate functions, in particular our finance and accounting departments, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures, and there can be no assurance that our security efforts will be effective in deterring security breaches or disruptions. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, tools and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers, disaster recovery or other preventative or corrective measures, and thus it is impossible for us to entirely counteract this risk or fully mitigate the harms after such an attack. And as we periodically upgrade our IT systems, we face the risk that these systems may not function properly and expose us to increased cybersecurity breaches and failures, which would expose us to reputational, competitive, operational, financial and business harm, as well as potential litigation and regulatory action.
We depend on key personnel; the loss of their full service could impair our ability to operate successfully.
We rely on the experience, efforts and abilities of senior leadership and other key personnel. We cannot guarantee the continued employment of any of the members of our senior leadership team or key personnel, each of whom could be difficult to replace, given their extensive knowledge and experience. The loss of services of one or more members of our senior leadership team, or our inability to attract and retain highly qualified personnel, could adversely affect our business and be negatively perceived in the capital markets, diminish our investment opportunities and weaken our relationships with lenders, business partners, and customers.
We are subject to litigation which could materially and adversely affect us.
From time to time, we are subject to litigation in connection with the ordinary course operation of our business, including instances in which we are named as defendants in lawsuits arising out of accidents causing personal injuries or other events that occur on the properties operated by our customers. We generally seek to have our customers defend, and assume liability for, such matters involving their properties. In other cases, we may defend ourselves, invoke our insurance coverage or the coverage of our customers, and/or invoke our indemnification rights included in our leases. Resolution of these types of matters against us may result in significant legal fees and/or require us to pay significant fines, judgments or settlements, which, to the extent uninsured or in excess of insured limits, or not subject to indemnification, could adversely impact our earnings and cash flows. We also may become subject to litigation relating to our financing and other transactions. Certain types of litigation, if determined adversely to us, may affect the availability or cost of some of our insurance coverage, which could expose us to increased risks that would be uninsured and materially and adversely impact our ability to attract directors and officers.
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Future federal, state and local rules or regulations may adversely affect our and our customers’ results of operations.
Compliance with future federal, state and local governmental rules or regulations, or stricter interpretation of existing governmental rules or regulations, may result in new costs, new liabilities, restrictions on current business activities and could cause a material and adverse effect on our and our customers’ results of operation. There is no way to predict what governmental rules or regulations will be enacted in the future, how future rules or regulations will be administered or interpreted or how future rules or regulations will affect our or our customers’ businesses.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. Cybersecurity
Our board of directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. Our board of directors is actively involved in oversight of our Company’s risk management, and cybersecurity represents an important component of our overall approach to risk management. Our cybersecurity policies, standards, processes and practices are fully integrated into our risk management approach and are based on recognized frameworks established by the Committee of Sponsoring Organizations of the Treadway Commission 2013 Framework. In general, our Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents if they occur.
Risk Management and Strategy
As one of the critical elements of our overall risk management approach, our cybersecurity program is focused on the following key areas:
Governance: As discussed in more detail under the heading “Governance” below, our board of directors’ oversight of cybersecurity risk management is supported by our Senior Vice President of Information Technology, who leads our cybersecurity team, which is responsible for publishing cybersecurity policies and standards, conducting annual risk assessments and ensuring our compliance.
Collaborative Approach: We have implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that would provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, antimalware functionality and access controls, which are evaluated and improved through vulnerability assessments, audits and cybersecurity threat intelligence.
Incident Response and Recovery Planning: We have established and maintained comprehensive incident response and recovery plans that fully address our response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.
Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Education and Awareness: We provide regular, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices. Further, we perform ongoing phishing simulations to help employees recognize, avoid and report potential threats that could compromise critical business data and systems. Additional mandatory training is provided to employees who engage in potentially compromising activities during these simulations.
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We engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We may engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to those charged with governance by our Senior Vice President of Information Technology, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these activities.
Governance
Our board of directors oversees our risk management approach, including the management of risks arising from cybersecurity threats. Our board of directors receives periodic presentations and reports on cybersecurity risks, which address a wide range of topics, including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our board of directors also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On a periodic basis, our board of directors discusses our Company’s approach to cybersecurity risk management with management.
Our board of directors, in connection with management led by our Senior Vice President of Information Technology, work collaboratively across our Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. To facilitate the success of our cybersecurity risk management program, multidisciplinary teams throughout our Company are deployed to address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with these teams, our board of directors monitors the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real-time and report such threats and incidents to management when appropriate.
Our Senior Vice President of Information Technology has served in his role since January 2020 and has managed STORE’s Information Technology department since joining the Company in January of 2015. In these roles, he has been instrumental in the evolution and implementation of our business systems and technical infrastructure as well as the development and enforcement of Sarbanes-Oxley (SOX) compliance processes and reporting. Prior to joining STORE, he was the Chief Information Officer for Southwest Network, a non-profit organization for mental and behavioral health services serving the greater Phoenix, Arizona community. He has over 35 years of experience in the information technology industry serving in several technical and leadership positions.
Cybersecurity Threats
As of the date of this Annual Report on Form 10-K, we do not believe that any risks from cybersecurity threats have had or are reasonably likely to have a material effect on us, our business strategy, results of operations, or financial condition.
Item 2. PROPERTIES
As of December 31, 2023, our total investment in real estate and loans was approximately $14.7 billion, representing investments in 3,206 property locations, substantially all of which are profit centers for our customers. The weighted average non‑cancelable remaining term of our leases was approximately 13.7 years.
Item 3. LEGAL PROCEEDINGS
We are subject to various legal proceedings and claims that arise in the ordinary course of our business, including instances in which we are named as defendants in lawsuits arising out of accidents causing personal injuries or other events that occur on the properties operated by our customers. These matters are generally covered by insurance and/or by our customers pursuant to our contractual indemnification rights that we include in our leases. Management believes that the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.
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Item 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is no established public trading market for our common equity. 100.0% of our common equity is beneficially owned by our two members.
Distributions
Distributions will be at the discretion of our Board of Directors and will depend on our actual funds from operations, financial condition and capital requirements, and the annual distribution requirements under the REIT provisions of the Code and other factors.
Item 6. [Reserved]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with the “Business” section, as well as the consolidated financial statements and related notes in Part II, Item 8 in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategies for our business, includes forward‑looking statements that involve risks and uncertainties. You should read “Item 1A. Risk Factors” and the “Forward‑Looking Statements” sections of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward‑looking statements.
In 2019, the Financial Accounting Standards Board issued ASU 2019-07, Codification Updates to SEC Sections-Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, which makes a number of changes meant to simplify certain disclosures in financial condition and results of operations, particularly by eliminating year-to-year comparisons between prior periods previously disclosed. In complying with the relevant aspects of the rule covering the current year Annual Report, we include disclosures on our cash flows and results of operations for fiscal year 2023 versus 2022 only. For discussion of our fiscal year 2022 compared to our fiscal year 2021, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report filed with the SEC for the fiscal year ended December 31, 2022.
The Merger
On September 15, 2022, STORE Capital Corporation, a Maryland corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”) and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded.
Following the Merger, we are a Delaware limited liability company organized as an internally managed real estate investment trust, or REIT. As a REIT, we will generally not be subject to federal income tax to the extent that we distribute all our taxable income to our members and meet other requirements.
For the periods prior to the Merger, we present the results of operations for STORE Capital Corporation and its wholly owned subsidiaries (the “Predecessor”). For the periods after the Merger, we present the results of operations for STORE Capital LLC and its wholly owned subsidiaries (the “Successor”). The twelve months ended December 31, 2023 (the “Combined Period”) include the
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results of operations for the Predecessor during the period of January 1, 2023 through February 2, 2023 and the results of operations for the Successor during the period February 3, 2023 through December 31, 2023.
Overview
We invest in Single Tenant Operational Real Estate, or STORE Property, which is our target market and the inspiration for our name. A STORE Property is a property location at which a company operates its business and generates sales and profits, which makes the location a profit center and, therefore, fundamentally important to that business. Due to the long-term nature of our leases, we focus our acquisition activity on properties that operate in industries we believe have long-term relevance, the majority of which are service industries. By acquiring the real estate from the operators and then leasing the real estate back to them, the operators become our long‑term tenants, and we refer to them as our customers. Through the execution of these sale-leaseback transactions, we fill a need for our customers by providing them a source of long‑term capital that enables them to avoid the need to incur debt and/or employ equity in order to finance the real estate that is essential to their business.
All the real estate we acquire is held by our wholly or majority owned subsidiaries, many of which are special purpose bankruptcy remote entities formed to facilitate the financing of our real estate. We predominantly acquire our single‑tenant properties directly from our customers in sale‑leaseback transactions where our customers sell us their operating properties and then simultaneously enter into long‑term triple‑net leases with us to lease the properties back. Accordingly, our properties are fully occupied and under lease from the moment we acquire them.
We generate our cash from operations primarily through the monthly lease payments, or “base rent”, we receive from our customers under their long‑term leases with us. We also receive interest payments on loans receivable, which are a smaller part of our portfolio. We refer to the monthly scheduled lease and interest payments due from our customers as “base rent and interest”. Most of our leases contain lease escalations every year or every several years that are based on the increase in the Consumer Price Index or a stated percentage, which allows the monthly lease payments we receive to increase over the life of the lease contracts. As of December 31, 2023, approximately 98% of our leases (based on base rent) were “triple-net” leases, which means that our customers are responsible for all the operating costs such as maintenance, insurance and property taxes associated with the properties they lease from us, including any increases in those costs that may occur as a result of inflation. The remaining leases have some landlord responsibilities, generally related to maintenance and structural component replacement that may be required on such properties in the future, although we do not currently anticipate incurring significant capital expenditures or property-level operating costs under such leases. Because our properties are single‑tenant properties, almost all of which are under long‑term leases, it is not necessary for us to perform any significant ongoing leasing activities on our properties.
We have a dedicated internal team that reviews and analyzes ongoing customer financial performance, both at the corporate level and with respect to each property we own, to identify properties that may no longer be part of our long-term strategic plan and as such, we may from time to time decide to sell properties.
Liquidity and Capital Resources
As of December 31, 2023, our investment portfolio was approximately $14.7 billion, consisting of investments in 3,206 property locations. Substantially all of our cash from operations is generated by our investment portfolio.
Our primary cash expenditures are the principal and interest payments we make on the debt we use to finance our real estate investment portfolio and the general and administrative expenses of managing the portfolio and operating our business. Since substantially all our leases are triple net, our tenants are generally responsible for the maintenance, insurance and property taxes associated with the properties they lease from us. When a property becomes vacant through a tenant default or expiration of the lease term with no tenant renewal, we incur the property costs not paid by the tenant, as well as those property costs accruing during the time it takes to locate a substitute tenant or sell the property. We expect to incur some property-level operating costs from time to time in periods during which properties that become vacant are being remarketed. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations or may be unable to pay such costs in a timely manner. Property costs are generally not significant to our operations, but the amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties. We may advance certain property costs on behalf of our tenants but expect that the majority of these costs will be reimbursed by the tenant and do not anticipate that they will be significant to our operations.
17
We intend to continue to grow through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions that are consistent with our underwriting guidelines and raise future additional capital to make such acquisitions. We acquire real estate with a combination of debt and equity capital, proceeds from the sale of properties and cash from operations that is not otherwise distributed to our members in the form of distributions. We also periodically commit to fund the construction of new properties for our customers or to provide them funds to improve and/or renovate properties we lease to them. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts.
Financing Strategy
Our debt capital is initially provided on a short-term, temporary basis through a multi-year, variable‑rate unsecured revolving credit facility with a group of banks. We manage our long-term leverage position through the strategic and economic issuance of long-term fixed-rate debt on both a secured and unsecured basis. By matching the expected cash inflows from our long‑term real estate leases with the expected cash outflows of our long‑term fixed‑rate debt, we “lock in”, for as long as is economically feasible, the expected positive difference between our scheduled cash inflows on the leases and the cash outflows on our debt payments. By locking in this difference, or spread, we seek to reduce the risk that increases in interest rates would adversely impact our profitability. In addition, we use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We also ladder our debt maturities in order to minimize the gap between our free cash flow (which we define as our cash from operations less distributions) and our annual debt maturities.
Unsecured Revolving Credit Facility
In connection with the completion of the Merger on February 3, 2023, we repaid in full all amounts outstanding under, and terminated, our previous revolving credit facility agreement. Concurrently, we entered into a new unsecured credit agreement with a group of lenders, which initially provided for a senior unsecured revolving credit facility of up to $500.0 million. In March, October and December 2023, we entered into incremental amendments that increased our existing unsecured revolving credit facility by a total of $253.9 million, so that, as of December 31, 2023, we had borrowing capacity under our unsecured revolving credit facility of up to $753.9 million.
The current facility is scheduled to mature in February 2027 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. Borrowings under the facility require monthly payments of interest at a rate selected by us of either (1) SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the credit agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on our consolidated total leverage ratio as defined in the credit agreement. We are also required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on our consolidated total leverage ratio. Currently, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. Our credit agreement allows for a further reduction in the pricing of one basis point if certain environmental sustainability metrics are met.
In May 2023, we entered into two interest rate swap agreements with an aggregate notional amount of $325.0 million that effectively convert a portion of the outstanding borrowings on the unsecured revolving credit facility to an all-in fixed rate of 4.524%. In November 2023, we entered into four additional interest rate swap agreements with an aggregate notional amount of $330.0 million which were initially designated to our unsecured revolving credit facility and redesignated to our $592.5 million term loan upon issuance in December 2023 (as further discussed below). Additionally, in December 2023, we entered into one additional interest rate swap agreement with a notional amount of $50.0 million. As of December 31, 2023, three interest rate swaps with an aggregate notional amount of $375.0 million remain designated to our unsecured revolving credit facility and effectively convert the outstanding borrowings to an all-in fixed rate of 4.595%.
Under the terms of the facility, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on our pool of unencumbered assets, which aggregated approximately $9.9 billion at December 31, 2023. The facility is recourse to us, and, as of December 31, 2023, we were in compliance with the financial and nonfinancial covenants under the facility.
18
Senior Unsecured Term Debt
Upon completion of the Merger, our public senior unsecured notes were assumed by STORE Capital LLC and as of December 31, 2023, we had an aggregate principal amount of $1.4 billion of public senior unsecured notes outstanding. These senior unsecured notes bear a weighted average coupon rate of 3.63% and interest on these notes is paid semi-annually. The supplemental indentures governing our public notes contain various restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of December 31, 2023, we were in compliance with these covenants.
Prior to the inaugural issuance of public debt in March 2018, our unsecured long-term debt had been issued through the private placement of notes to institutional investors. Upon the completion of the Merger, the unsecured private notes were assumed by STORE Capital LLC and we were required to offer to repurchase the remaining $300.0 million in aggregate principal amount of such privately placed notes. Following the closing of the repurchase offer period, in March 2023 we repurchased $185.6 million in aggregate principal amounts of such notes and recognized $4.8 million of accelerated amortization of debt discounts associated with the repurchase which is recorded as loss on extinguishment of debt on the consolidated statements of operations. As of December 31, 2023, we had an aggregate principal amount of $114.4 million of privately placed notes outstanding. The financial covenants of the privately placed notes are similar to those in our current unsecured revolving credit facility, and, as of December 31, 2023, we were in compliance with these covenants.
In April 2022, we entered into a term loan agreement under which we borrowed an aggregate $600.0 million of floating-rate, unsecured term loans; the loans consisted of a $400.0 million five-year loan and a $200.0 million seven-year loan. In December 2022, we entered into a term loan agreement with an initial commitment of $100.0 million of unsecured, floating-rate, short-term borrowings and an incremental borrowing feature that allowed us to request up to an additional $100.0 million of term loan borrowings after December 31, 2022.
In connection with the completion of the Merger on February 3, 2023, we repaid all amounts outstanding under, and terminated, both April 2022 term loans; we also paid a $0.7 million prepayment penalty at the time of repayment which is recorded as loss on extinguishment of debt on the consolidated statements of operations. In addition, we repaid $130.0 million of outstanding borrowings on the December 2022 term loan at maturity. Concurrently, on February 3, 2023, we entered into an unsecured credit agreement with a group of lenders which provided for an unsecured, variable-rate term loan with initial borrowings of $600.0 million. In March, October and December 2023, we entered into incremental amendments to this credit agreement which enabled us to borrow an additional $321.1 million of the same class of notes, so that, as of December 31, 2023, we had total term loan borrowings of $921.1 million.
The term loan with respect to this class of notes matures in April 2027 and the interest rate resets daily at Daily Simple SOFR plus an adjustment of 0.10%, plus a spread ranging from 1.10% to 1.70% based on our consolidated total leverage ratio as defined in the credit agreement. As of December 31, 2023, our spread was 1.25%. Our credit agreement allows for a further reduction in the pricing of one basis point if certain environmental sustainability metrics are met.
Our seven existing interest rate swap agreements were redesignated to the new term loan and effectively convert the initial borrowings of $600.0 million on the variable-rate term loan to a fixed rate of 3.88% for the remaining term of the loan. In connection with each amendment, we entered into interest rate swap agreements to convert the incremental borrowings to fixed interest rates. In March 2023, we entered into one interest rate swap agreement with a notional amount of $200.0 million that effectively converts the incremental borrowings to a fixed interest rate of 5.17% for the remaining term of the loan. In November 2023, we entered into two interest rate swap agreements with a notional amount of $46.1 million that effectively converts the incremental borrowings to a fixed rate of 5.63% for the remaining term of the loan. In December 2023, we entered into one interest rate swap agreement with a notional amount of $75.0 million that effectively converts the incremental borrowings to a fixed rate of 5.08% for the remaining term of the loan. As of December 31, 2023, the all-in fixed rate of the term loan is 4.3469%.
In December 2023, we amended our existing credit agreement to increase the capacity for all revolving commitments and term loans under the agreement from $2.5 billion of up to $3.2 billion. In addition, all lenders included in the agreement consented to the incurrence of future incremental term loans under the agreement that mature earlier or that have a weighted average life to maturity shorter than the classes of term loans and revolving commitments outstanding prior to the effectiveness of such amendment.
Upon effectiveness of this amendment, we entered into incremental agreements pursuant to which we borrowed an additional unsecured, variable-rate term loan in the aggregate principal amount of $592.5 million. The term loan with respect to this second class of notes has an initial maturity of July 2026, two 12-month extension options and the interest rate resets daily at Daily Simple SOFR
19
plus an adjustment of 0.10%, plus a spread ranging from 1.20% to 1.80% based on our consolidated total leverage ratio as defined in the credit agreement. As of December 31, 2023, our spread was 1.35%. In connection with the incremental amendment, four of our existing interest rate swap agreements with an aggregate notional amount of $330.0 million were redesignated from the unsecured revolving credit facility to the term loan. Additionally, in December 2023, we entered into two additional interest rate swap agreements with an aggregate notional amount of $262.5 million. As of December 31, 2023, the all-in fixed rate of the term loan is 5.4520%.
In January 2024, we entered into an incremental amendment of the existing credit agreement pursuant to which we borrowed additional amounts with respect to the second class of notes in the aggregate principal amount of $135.0 million for total outstanding term loan borrowings with respect to this second class of notes of $727.5 million. We also entered into one interest rate swap agreement with a notional amount of $135.0 million which effectively converts the total incremental borrowings to a fixed rate of 5.01%.
The aggregate outstanding principal amount of our unsecured senior notes and term loans payable was $3.1 billion as of December 31, 2023 and the following is a summary, by year, of the scheduled payments of both principal and interest for these notes (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Unsecured |
|
|||||||||||
|
|
Public Notes |
|
|
Term Loans |
|
|
Other Unsecured Notes |
|
|
Term Debt |
|
||||||||||||||||||||
|
|
Principal |
|
|
Interest |
|
|
Principal |
|
|
Interest |
|
|
Principal |
|
|
Interest |
|
|
Principal |
|
|
Interest |
|
||||||||
2024 |
|
$ |
— |
|
|
$ |
51,687 |
|
|
$ |
— |
|
|
$ |
72,381 |
|
|
$ |
32,400 |
|
|
$ |
5,435 |
|
|
$ |
32,400 |
|
|
$ |
129,503 |
|
2025 |
|
|
— |
|
|
|
51,688 |
|
|
|
— |
|
|
|
73,347 |
|
|
|
— |
|
|
|
3,879 |
|
|
|
— |
|
|
|
128,914 |
|
2026 |
|
|
— |
|
|
|
51,687 |
|
|
|
592,500 |
|
(a) |
|
59,798 |
|
|
|
82,000 |
|
|
|
1,368 |
|
|
|
674,500 |
|
|
|
112,853 |
|
2027 |
|
|
— |
|
|
|
51,688 |
|
|
|
921,100 |
|
|
|
16,460 |
|
|
|
— |
|
|
|
— |
|
|
|
921,100 |
|
|
|
68,148 |
|
2028 |
|
|
350,000 |
|
|
|
39,175 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
|
|
39,175 |
|
2029 |
|
|
350,000 |
|
|
|
23,123 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
|
|
23,123 |
|
2030 |
|
|
350,000 |
|
|
|
18,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
|
|
18,600 |
|
2031 |
|
|
375,000 |
|
|
|
9,281 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
375,000 |
|
|
|
9,281 |
|
Total |
|
$ |
1,425,000 |
|
|
$ |
296,929 |
|
|
$ |
1,513,600 |
|
|
$ |
221,986 |
|
|
$ |
114,400 |
|
|
$ |
10,682 |
|
|
$ |
3,053,000 |
|
|
$ |
529,597 |
|
Secured Term Loan Facility
On February 3, 2023, in connection with the completion of the Merger, we along with certain of our consolidated special purpose entities entered into a credit agreement which provided for a secured term loan of $2.0 billion. The secured term loan facility was set to mature in February 2025 and included two six-month extension options, subject to certain conditions and the payment of a 0.25% extension fee. The secured term loan facility was secured by a collateral pool of properties owned by our consolidated special purpose entities and was generally non-recourse to us, subject to certain customary limited exceptions. Collateral was released upon repayments made on the secured term loan facility. The secured term loan facility was guaranteed by the Company.
Borrowings outstanding under the secured term loan facility required monthly payments of interest at a floating-rate equal to one-month Term SOFR, plus a spread of 2.75%. Upon repayment of the secured term loan facility, we were subject to an exit fee equal to 1.0% of the amount repaid. In connection with entering into the secured term loan facility, we entered into three interest rate swap agreements with an aggregate notional amount of $750.0 million that effectively converted a portion of the borrowings on the secured facility to a fixed interest rate of 7.60%. As of December 31, 2023, two of the interest rate swaps had matured and the third was cancelled in conjunction with the final repayment of the secured term loan facility.
In March, May, October and November 2023, we paid down the secured term loan facility by $515.0 million, $525.0 million, $46.1 million and $205.8 million, respectively. In December 2023, we paid off the remaining $708.1 million, which constituted repayment in full of all indebtedness, liabilities and other obligations outstanding under, and terminated, the credit agreement. In conjunction with the paydowns, we paid exit fees totaling $20.0 million and recognized accelerated amortization of deferred financing costs and debt discount totaling $10.6 million and $31.8 million, respectively. The exit fees and accelerated amortization are included in the loss on extinguishment of debt on the consolidated statements of operations.
20
Non-recourse Secured Debt
As of December 31, 2023, approximately 31% of our real estate investment portfolio served as collateral for outstanding borrowings under our STORE Master Funding debt program. We believe our STORE Master Funding program allows for flexibility not commonly found in non-recourse debt, often making it preferable to traditional debt issued in the commercial mortgage-backed securities market. Under the program, STORE Capital serves as both master and special servicer for the collateral pool, allowing for active portfolio monitoring and prompt issue resolution. In addition, features of the program allowing for the sale or substitution of collateral, provided certain criteria are met, facilitate active portfolio management. Through this debt program, we arrange for bankruptcy remote, special purpose entity subsidiaries to issue multiple series of investment‑grade asset‑backed net‑lease mortgage notes, or ABS notes, from time to time as additional collateral is added to the collateral pool and leverage can be added in incremental note issuances based on the value of the collateral pool.
The ABS notes are generally issued by our wholly owned special purpose entity subsidiaries to institutional investors through the asset backed securities market. These ABS notes are typically issued in two classes, Class A and Class B. At the time of issuance, the Class A notes generally represent approximately 70% of the appraised value of the underlying real estate collateral owned by the issuing subsidiaries and are currently rated AAA or AA by S&P Global Ratings. In May 2023, our consolidated special purpose entities issued Series 2023-1 of net lease mortgage notes under the STORE Master Funding debt program consisting of $528.0 million of 5-year notes issued in two Class A tranches with a weighted average coupon rate of 6.44%. In connection with the issuance, we repaid $525.0 million in aggregate principal amount of indebtedness on the secured term loan facility.
The aggregate outstanding principal amount of our secured mortgage notes payable was $2.7 billion as of December 31, 2023 and the scheduled maturities, including balloon payments, and scheduled interest payments on our aggregate secured mortgage notes payable are as follows (in thousands):
|
|
STORE Master Funding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Non-recourse Net-lease Mortgage Notes |
|
|
Other Non-recourse Mortgage Notes |
|
|
Total Non-recourse Mortgage Notes |
|
|||||||||||||||||||||||||||
|
|
Principal |
|
|
Balloons (a) |
|
|
Interest |
|
|
Principal |
|
|
Balloons |
|
|
Interest |
|
|
Principal |
|
|
Balloons |
|
|
Interest |
|
|||||||||
2024 |
|
$ |
22,315 |
|
|
$ |
185,469 |
|
|
$ |
111,299 |
|
|
$ |
2,231 |
|
|
$ |
8,329 |
|
|
$ |
5,058 |
|
|
$ |
24,546 |
|
|
$ |
193,798 |
|
|
$ |
116,357 |
|
2025 |
|
|
20,122 |
|
|
|
256,612 |
|
|
|
96,966 |
|
|
|
2,295 |
|
|
|
— |
|
|
|
4,794 |
|
|
|
22,417 |
|
|
|
256,612 |
|
|
|
101,760 |
|
2026 |
|
|
18,719 |
|
|
|
279,014 |
|
|
|
91,204 |
|
|
|
1,649 |
|
|
|
53,128 |
|
|
|
3,615 |
|
|
|
20,368 |
|
|
|
332,142 |
|
|
|
94,819 |
|
2027 |
|
|
10,917 |
|
|
|
460,472 |
|
|
|
76,275 |
|
|
|
945 |
|
|
|
— |
|
|
|
2,074 |
|
|
|
11,862 |
|
|
|
460,472 |
|
|
|
78,349 |
|
2028 |
|
|
4,604 |
|
|
|
763,615 |
|
|
|
38,385 |
|
|
|
987 |
|
|
|
— |
|
|
|
2,033 |
|
|
|
5,591 |
|
|
|
763,615 |
|
|
|
40,418 |
|
Thereafter |
|
|
16,770 |
|
|
|
586,211 |
|
|
|
116,657 |
|
|
|
5,327 |
|
|
|
36,044 |
|
|
|
3,269 |
|
|
|
22,097 |
|
|
|
622,255 |
|
|
|
119,926 |
|
Total |
|
$ |
93,447 |
|
|
$ |
2,531,393 |
|
|
$ |
530,786 |
|
|
$ |
13,434 |
|
|
$ |
97,501 |
|
|
$ |
20,843 |
|
|
$ |
106,881 |
|
|
$ |
2,628,894 |
|
|
$ |
551,629 |
|
Debt Summary
As of December 31, 2023, our aggregate secured and unsecured term debt had an outstanding principal balance of $6.2 billion, a weighted average maturity of 4.7 years and a weighted average interest rate of 4.3%. The following is a summary of the outstanding balance of our borrowings as well as a summary of the portion of our real estate investment portfolio that is either pledged as collateral for these borrowings or is unencumbered as of December 31, 2023:
|
|
|
|
|
Gross Investment Portfolio Assets |
|
||||||||||
|
|
|
|
|
Special Purpose |
|
|
|
|
|
|
|
||||
|
|
Outstanding |
|
|
Entity |
|
|
All Other |
|
|
|
|
||||
(In millions) |
|
Borrowings |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Total |
|
||||
STORE Master Funding net-lease mortgage notes payable |
|
$ |
2,625 |
|
|
$ |
4,654 |
|
|
$ |
— |
|
|
$ |
4,654 |
|
Other mortgage notes payable |
|
|
111 |
|
|
|
251 |
|
|
|
— |
|
|
|
251 |
|
Total non-recourse secured debt |
|
|
2,736 |
|
|
|
4,905 |
|
|
|
— |
|
|
|
4,905 |
|
Unsecured notes and term loans payable |
|
|
3,053 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unsecured revolving credit facility |
|
|
375 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total unsecured debt (including revolving credit facility) |
|
|
3,428 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unencumbered real estate assets |
|
|
— |
|
|
|
8,569 |
|
|
|
1,328 |
|
|
|
9,897 |
|
Total |
|
$ |
6,164 |
|
|
$ |
13,474 |
|
|
$ |
1,328 |
|
|
$ |
14,802 |
|
21
Our decision to use either senior unsecured term debt, STORE Master Funding or other non‑recourse traditional mortgage loan borrowings depends on our view of the most strategic blend of unsecured versus secured debt that is needed to maintain our targeted level of overall corporate leverage as well as on borrowing costs, debt terms, debt flexibility and the tenant and industry diversification levels of our real estate assets. Our acquisition of real estate assets will increase our financial flexibility by providing us with additional assets that can support senior unsecured financing or that can serve as substitute collateral for existing debt. Should market factors, which are beyond our control, adversely impact our access to these debt sources at economically feasible rates, our ability to grow through additional real estate acquisitions will be limited to any undistributed amounts available from our operations and equity contributions from our members.
For additional details and terms regarding these debt instruments, see Note 4 to the December 31, 2023 consolidated financial statements.
Equity
STORE Capital Corporation historically accessed the equity markets in various ways. As part of these efforts, it established “at the market” equity distribution programs, or ATM programs, pursuant to which, from time to time, it could offer and sell registered shares of common stock through a group of banks acting as sales agents. Most recently, in November 2020, STORE Capital Corporation established a $900.0 million ATM program (the “2020 ATM Program”). For the period from January 1, 2023 to February 2, 2023, there were no common stock issuances under the 2020 ATM Program. The 2020 ATM Program was terminated upon the closing of the Merger.
Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to the effective time of the Merger, each share of our common stock, par value $0.01 per share, other than shares held by STORE Capital, the Parent Parties or any of their respective wholly-owned subsidiaries, issued and outstanding immediately prior to the merger effective time, were automatically cancelled and converted into the right to receive an amount in cash equal to $32.25 per share, without interest.
In connection with the Merger, we issued 1,000 common units to our common members for an aggregate cash amount of $8.3 billion. Prior to the Merger, 125 Series A Preferred Units were issued to our preferred members for an aggregate cash amount of $125,000. In accordance with our operating agreement, our common members receive distributions monthly and are subject to capital calls. Our preferred members receive distributions bi-annually and are not subject to capital calls.
Cash Flows
Substantially all our cash from operations is generated by our investment portfolio. As shown in the following table, net cash provided by operating activities for the Combined Period was $30.0 million less than the same period in 2022. The decrease is primarily driven by a $118.0 million increase in cash paid for interest in 2023 as compared to 2022, partially offset by additional rental revenue and interest income generated by the increase in size of our real estate portfolio. During the Combined Period, our investments in real estate, loans and financing receivables were primarily funded with a combination of borrowings on our revolving credit facility and capital contributions from our members. The acquisition of STORE Capital was primarily funded with equity from our members and the proceeds of the secured term loan facility. investment activity during the same period in 2022 was primarily funded with a combination of cash from operations, borrowings on our revolving credit facility, net proceeds received from our term loan borrowings, proceeds from the issuance of stock and proceeds from the sale of real estate properties.
Our financing activities provided $10.9 billion of net cash during the Combined Period as compared to $648.4 million during the same period in 2022. Financing activities in 2023 included the aggregate $1.5 billion of bank term loans we entered into throughout the year and the $528.0 million of STORE Master Funding Series 2023-1 notes issued in May 2023 offset by $185.6
22
million of aggregate debt repayments on our unsecured privately placed notes. Equity raises from our members totaled $9.3 billion and cash distributions totaled $510.0 million for the period from February 3, 2023 through December 31, 2023.
|
|
Successor |
|
|
|
Predecessor |
|
|
|
|
|||||||
(In thousands) |
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|
Increase |
|
||||
Net cash provided by operating activities |
|
$ |
585,027 |
|
|
|
$ |
59,380 |
|
|
$ |
674,415 |
|
|
$ |
(30,008 |
) |
Net cash used in investing activities |
|
|
(11,178,772 |
) |
|
|
|
(129,025 |
) |
|
|
(1,353,096 |
) |
|
|
(9,954,701 |
) |
Net cash provided by financing activities |
|
|
10,843,972 |
|
|
|
|
67,988 |
|
|
|
648,436 |
|
|
|
10,263,524 |
|
Net change in cash, cash equivalents and restricted cash |
|
$ |
250,227 |
|
|
|
$ |
(1,657 |
) |
|
$ |
(30,245 |
) |
|
$ |
278,815 |
|
As of December 31, 2023, we had liquidity of $239.5 million on our balance sheet. Management believes that our current cash balance, the $378.9 million of immediate borrowing capacity available as of December 31, 2023 on our unsecured revolving credit facility, and cash generated by our operations is sufficient to fund our operations for the next twelve months and beyond and allow us to acquire the real estate for which we currently have made commitments. In order to continue to grow our real estate portfolio in the future, beyond the excess cash generated by our operations and our ability to borrow, we would expect to raise additional equity capital from our members.
Recently Issued Accounting Pronouncements
See Note 2 to the December 31, 2023 consolidated financial statements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, on our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which are prepared in accordance with U.S. generally accepted accounting principles, or GAAP. 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 materially from those estimates. The accounting policies discussed below are considered critical because changes to certain judgments and assumptions inherent in these policies could affect the financial statements. For more information on our accounting policies, please refer to the notes to our consolidated financial statements.
Accounting for Real Estate Investments
Classification and Cost
We record the acquisition of real estate properties at cost, including acquisition and closing costs. We allocate 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
23
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 our lease contracts allow our customers the option, at their election, to purchase the leased property from us at a specified time or times (generally at the greater of the then‑fair market value or our cost, as defined in the lease contracts). Subsequent to the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842)(“ASC Topic 842”) on January 1, 2019, for real estate assets acquired through a sale-leaseback transaction and subject to a lease contract which contains a purchase option, we will account for such an acquisition as a financing arrangement and record the investment in loans and financing receivables on the consolidated balance sheet.
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 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.
Impairment
We review our 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 our 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. 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.
Accounting for the Merger
The Merger was accounted for using the asset acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”), which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets purchased and the liabilities assumed. The estimated fair values of assets acquired and liabilities assumed were primarily based on information that was available as of the Closing Date. The methodology used to estimate the fair values to apply purchase accounting includes significant and highly subjective assumptions including capitalization rates, market rents, expected future cash flows and discount rates for real estate investment valuation and market interest rates for long-term debt valuation.
24
Results of Operations
Overview
As of December 31, 2023, our real estate investment portfolio had grown to approximately $14.7 billion, consisting of investments in 3,206 property locations in 49 states. Approximately 93% of the real estate investment portfolio represents commercial real estate properties subject to long‑term leases, approximately 7% represents mortgage loan and financing receivables on commercial real estate properties and a nominal amount represents loans receivable secured by our customers’ other assets.
Combined Period 2023 Compared to Year Ended December 31, 2022
|
|
Successor |
|
|
|
Predecessor |
|
|
|
|
|||||||
(In thousands) |
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|
Increase |
|
||||
Total revenues |
|
$ |
951,900 |
|
|
|
$ |
81,184 |
|
|
$ |
910,172 |
|
|
$ |
122,912 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
|
|
362,605 |
|
|
|
|
19,080 |
|
|
|
189,549 |
|
|
|
192,136 |
|
Property costs |
|
|
16,873 |
|
|
|
|
1,348 |
|
|
|
14,696 |
|
|
|
3,525 |
|
General and administrative |
|
|
55,035 |
|
|
|
|
5,679 |
|
|
|
62,555 |
|
|
|
(1,841 |
) |
Merger-related |
|
|
— |
|
|
|
|
895 |
|
|
|
12,248 |
|
|
|
(11,353 |
) |
Depreciation and amortization |
|
|
533,637 |
|
|
|
|
27,789 |
|
|
|
308,084 |
|
|
|
253,342 |
|
Provisions for impairment |
|
|
25,265 |
|
|
|
|
— |
|
|
|
16,428 |
|
|
|
8,837 |
|
Total expenses |
|
|
993,415 |
|
|
|
|
54,791 |
|
|
|
603,560 |
|
|
|
444,646 |
|
Other (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) gain on dispositions of real estate |
|
|
(6,680 |
) |
|
|
|
97 |
|
|
|
19,224 |
|
|
|
(25,807 |
) |
Loss on extinguishment of debt |
|
|
(67,897 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
(67,897 |
) |
Income from non-real estate, |
|
|
— |
|
|
|
|
— |
|
|
|
2,949 |
|
|
|
(2,949 |
) |
(Loss) income before income taxes |
|
|
(116,092 |
) |
|
|
|
26,490 |
|
|
|
328,785 |
|
|
|
(418,387 |
) |
Income tax expense |
|
|
22,567 |
|
|
|
|
703 |
|
|
|
884 |
|
|
|
22,386 |
|
Net (loss) income |
|
|
(138,659 |
) |
|
|
|
25,787 |
|
|
|
327,901 |
|
|
|
(440,773 |
) |
Less: Net loss attributable to noncontrolling interests |
|
|
(60 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
(60 |
) |
Net (loss) income attributable to controlling interests |
|
$ |
(138,599 |
) |
|
|
$ |
25,787 |
|
|
$ |
327,901 |
|
|
$ |
(440,713 |
) |
Revenues
The increase in revenues period over period was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues and interest income. Our real estate investment portfolio grew from 3,084 properties as of December 31, 2022 to 3,206 properties at December 31, 2023 and by approximately $724.9 million in gross investment amount, excluding fair value adjustments resulting from the Merger, to total real estate investments of $14.7 billion. Our real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in revenues between periods is related to recognizing revenue for the full periods in 2023 on acquisitions that were made during 2022. Similarly, the full revenue impact of acquisitions made during 2023 will not be seen until 2024. A smaller component of the increase in revenues between periods is related to rent escalations recognized on our lease contracts; over time, these rent increases can provide a strong source of revenue growth. Additionally, during the Combined Period, amortization from lease intangibles recorded as a result of the Merger represented a net increase in rental revenue of $5.5 million.
During the Combined Period and 2022, we collected $0.5 million and $5.1 million, respectively, in lease termination fee income, primarily related to certain property sales, which are included in other income. Other income for the Combined Period also includes $3.6 million of interest income generated on bank cash holdings.
The majority of our investments are made through sale-leaseback transactions in which we acquire the real estate from the owner-operators and then simultaneously lease the real estate back to them through long-term leases based on the tenant’s business needs. The initial rental or capitalization rates we achieve on sale-leaseback transactions, calculated as the initial annualized base rent divided by the purchase price of the properties, vary from transaction to transaction based on many factors, such as the terms of the
25
lease, the property type including the property’s real estate fundamentals and the market rents in the area on the various types of properties we target across the United States. There are also online commercial real estate auction marketplaces for real estate transactions; properties acquired through these online marketplaces are often subject to existing leases and offered by third party sellers. In general, because we provide tailored customer lease solutions in sale-leaseback transactions, our lease rates historically have been higher and subject to less short-term market influences than what we have seen in the auction marketplace as a whole. In addition, since our real estate lease contracts are a substitute for both borrowings and equity that our customers would otherwise have to commit to their real estate locations, we believe there is a relationship between lease rates and market interest rates and that lease rates are also influenced by overall capital availability.
Interest Expense
We fund the growth in our real estate investment portfolio primarily with members’ contributions, net proceeds from sales of real estate and net proceeds from issuances of debt.
The following table summarizes our interest expense for the periods presented:
|
|
Successor |
|
|
|
Predecessor |
|
||||||
(Dollars in thousands) |
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|||
Interest expense - credit facility |
|
$ |
18,640 |
|
|
|
$ |
2,697 |
|
|
$ |
6,218 |
|
Interest expense - credit facility fees |
|
|
1,190 |
|
|
|
|
110 |
|
|
|
1,217 |
|
Interest expense - secured and unsecured debt |
|
|
262,840 |
|
|
|
|
15,799 |
|
|
|
174,911 |
|
Capitalized interest |
|
|
(2,895 |
) |
|
|
|
(240 |
) |
|
|
(2,306 |
) |
Amortization of debt discounts, deferred |
|
|
82,830 |
|
|
|
|
714 |
|
|
|
9,509 |
|
Total interest expense |
|
$ |
362,605 |
|
|
|
$ |
19,080 |
|
|
$ |
189,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Credit facility: |
|
|
|
|
|
|
|
|
|
|
|||
Average debt outstanding |
|
$ |
390,816 |
|
|
|
$ |
559,848 |
|
|
$ |
196,627 |
|
Average interest rate during the period |
|
|
5.2 |
% |
|
|
|
5.3 |
% |
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||
Secured and unsecured debt: |
|
|
|
|
|
|
|
|
|
|
|||
Average debt outstanding |
|
$ |
6,073,933 |
|
|
|
$ |
4,670,146 |
|
|
$ |
4,526,992 |
|
Average interest rate during the period |
|
|
4.7 |
% |
|
|
|
3.7 |
% |
|
|
3.9 |
% |
Interest expense associated with our secured and unsecured debt increased from 2022 as a result of the increased debt outstanding and increased interest rates. During the Combined Period, we had average secured and unsecured debt outstanding of $5.9 billion at a weighted average interest rate of 4.7% as compared to $4.5 billion at a weighted average interest rate of 3.9% during the comparable period in 2022. The primary driver of the increases in 2023 is the addition of $2.0 billion of secured, floating rate term loan facility borrowings in February 2023, which we paid down throughout 2023 and paid off in full in December 2023. The weighted average interest rate of the secured term loan facility for the period outstanding in 2023 was 7.68%. Additionally, in May 2023, we issued $528.0 million of STORE Master Funding Series 2023-1 notes at a weighted average coupon rate of 6.44%.
Interest expense associated with our revolving credit facility increased from 2022 as a result of the increased interest rate and increased level of average borrowings outstanding on the revolver during 2023. During the Combined Period, we had average borrowings outstanding on the revolving credit facility of $406.1 million at a weighted average interest rate of 5.2% as compared to $196.6 million average borrowings outstanding at a weighted average interest rate of 3.2% during the comparable period in 2022. As of December 31, 2023, we had $375.0 million of borrowings outstanding under our revolving credit facility.
Amortization of deferred financing costs and other during the Combined Period increased relative to the comparable period in 2022 due to the amortization of deferred financing costs and debt discounts associated with new debt issuances and amortization of debt discounts recorded as a result of purchase accounting.
26
Property Costs
Approximately 98% of our leases are triple net, meaning that our tenants are generally responsible for the property-level operating costs such as taxes, insurance and maintenance. Accordingly, we generally do not expect to incur property-level operating costs or capital expenditures, except during any period when one or more of our properties is no longer under lease or when our tenant is unable to meet their lease obligations. Our need to expend capital on our properties is further reduced due to the fact that some of our tenants will periodically refresh the property at their own expense to meet their business needs or in connection with franchisor requirements. As of December 31, 2023, we owned 24 properties that were vacant and not subject to a lease and the lease contracts related to just 26 properties we own are due to expire during 2024. We expect to incur some property costs related to the vacant properties until such time as those properties are either leased or sold. The amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties.
As of December 31, 2023, we had entered into operating ground leases as part of several real estate investment transactions. The ground lease payments made by our tenants directly to the ground lessors are presented on a gross basis in the consolidated statements of operations, both as rental revenues and as property costs. For the few lease contracts where we collect property taxes from our tenants and remit those taxes to governmental authorities, we reflect those payments on a gross basis as both rental revenue and as property costs.
The following is a summary of property costs (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|||
Property-level operating costs (a) |
|
$ |
10,301 |
|
|
|
$ |
784 |
|
|
$ |
7,826 |
|
Ground lease-related intangibles amortization expense |
|
|
— |
|
|
|
|
39 |
|
|
|
469 |
|
Operating ground lease payments made by STORE Capital |
|
|
384 |
|
|
|
|
33 |
|
|
|
367 |
|
Operating ground lease payments made by STORE Capital tenants |
|
|
2,444 |
|
|
|
|
185 |
|
|
|
2,607 |
|
Operating ground lease straight-line rent expense |
|
|
402 |
|
|
|
|
55 |
|
|
|
280 |
|
Property taxes payable from tenant impounds |
|
|
3,342 |
|
|
|
|
252 |
|
|
|
3,147 |
|
Total property costs |
|
$ |
16,873 |
|
|
|
$ |
1,348 |
|
|
$ |
14,696 |
|
General and Administrative Expenses
General and administrative expenses include compensation and benefits; professional fees such as portfolio servicing, legal, accounting and rating agency fees; and general office expenses such as insurance, office rent and travel costs. General and administrative costs totaled $60.7 million for the Combined Period compared to $62.6 million for the year ended December 31, 2022.
We expect that general and administrative expenses will rise in some measure as our real estate investment portfolio grows. Certain expenses, such as property related insurance costs and the costs of servicing the properties and loans comprising our real estate portfolio, increase in direct proportion to the increase in the size of the portfolio. However, general and administrative expenses as a percentage of the portfolio have decreased over time due to efficiencies and economies of scale.
Merger-related Expenses
Merger-related expenses include legal fees, investment banking fees and other costs incurred as a result of the Merger. For the period from January 1, 2023 through February 2, 2023 merger related expenses totaled $0.9 million. Merger-related expenses totaled $12.2 million in 2022.
Depreciation and Amortization Expense
Depreciation and amortization expense, which increases in proportion to the increase in the size of our real estate portfolio, rose from $308.1 million in 2022 to $561.4 million for the Combined Period. Depreciation and amortization also increased as a result of
27
both the increase in the value of our real estate portfolio and shorter average remaining useful lives applied to the real estate portfolio as a result the Merger.
Provisions for Impairment
During the Combined Period, we recognized $17.6 million in provisions for the impairment of real estate and $7.7 million in net provisions for credit losses related to our loans and financing receivables. The provisions for credit losses recorded in the Combined Period include $4.4 million recorded as a result of the Merger as required by ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments and is partially offset by a reduction of $2.1 million associated with the sale of certain loans and financing receivables. For the year ended December 31, 2022, we recognized $16.0 million in provisions for the impairment of real estate and had a reduction of $0.3 million in provisions for credit losses related to our loans and financing receivables.
(Loss) Gain on Dispositions of Real Estate
As part of our ongoing active portfolio management process, we sell properties from time to time in order to enhance the diversity and quality of our real estate portfolio and to take advantage of opportunities to recycle capital. During the Combined Period, we recognized a $6.6 million aggregate net loss on the sale of 25 properties and 23 loans and financing receivables. In comparison, during 2022, we recognized a $19.2 million aggregate net gain on the sale of 60 properties. The net proceeds from the dispositions of real estate during 2023 aggregated $74.5 million as compared to an aggregate original investment amount of $79.9 million. For properties sold during 2022, net proceeds aggregated $196 million as compared to an aggregate original investment amount of $212 million. During 2023 and 2022, we collected $4.4 million and $4.2 million, respectively, of early lease termination payments in connection with certain property sales.
Loss on Extinguishment of Debt
During the Combined Period, we recognized loss on the extinguishment of debt of $67.9 million, associated with the prepayments made on certain debt during the period. Loss on extinguishment of debt includes $20.0 million of exit fees, $31.8 million in accelerated amortization of debt discount and $10.6 million in accelerated amortization of deferred financing costs related to the repayment of the secured term loan facility, $4.8 million of accelerated amortization of debt discounts associated with the repurchase of privately placed notes and a $0.7 million prepayment penalty associated with the repayment of the April 2022 term loans. No such losses were recorded during the comparable period in 2022.
Net (Loss) Income
For the Combined Period, our net loss was $112.8 million as compared to net income of $327.9 million for the year ended December 31, 2022. The change in net (loss) income for the Combined Period is primarily the result of increases in depreciation and amortization, interest expense, and loss on extinguishment of debt partially offset by increases resulting from the growth in our real estate investment portfolio, which generated additional rental revenues and interest income.
28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows. We seek to match the cash inflows from our long‑term leases with the expected cash outflows on our long‑term debt. To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed‑rate basis for longer‑term debt issuances. At December 31, 2023, all our long‑term debt carried a fixed interest rate or was effectively converted to a fixed rate for the term of the debt and the weighted average long-term debt maturity was approximately 4.7 years. We are exposed to interest rate risk between the time we enter into a sale‑leaseback transaction and the time we finance the related real estate with long‑term fixed‑rate debt. In addition, when that long‑term debt matures, we may have to refinance the real estate at a higher interest rate. Market interest rates are sensitive to many factors that are beyond our control.
We address interest rate risk by employing the following strategies to help insulate us from any adverse impact of rising interest rates:
Although our long-term debt generally carries a fixed rate, we often temporarily fund our property acquisitions with a revolving credit facility, which carries a variable rate. During the Combined Period, we had average daily outstanding borrowings of $390.8 million on our revolving credit facility. As of December 31, 2023 we had borrowings of $375.0 million outstanding on the unsecured revolving credit facility and three interest rate swaps with an aggregate notional amount of $375.0 million which effectively convert the outstanding borrowings to an all-in fixed rate of 4.595%.
We monitor our potential market interest rate risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments noted above assuming a hypothetical adverse change in interest rates. Based on the results of our sensitivity analysis, which assumes a 1% adverse change in interest rates on variable rate debt expected to be outstanding during 2024, the estimated market risk exposure for our variable‑rate debt is estimated to be $0.2 million, or less than 0.1% of net cash provided by operating activities, for the Combined Period. In addition, we may use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We do not use derivative instruments for trading or speculative purposes. See Note 2 to our Consolidated Financial Statements for further information on derivatives.
29
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Members and Board of Directors of STORE Capital LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of STORE Capital LLC as of December 31, 2023 (Successor) and the consolidated balance sheet of STORE Capital Corporation as of December 31, 2022 (Predecessor) (collectively, the Company), the related consolidated statements of operations, comprehensive income (loss), members’ equity and cash flows for the period from February 3, 2023 through December 31, 2023 (Successor), and related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods from January 1, 2023 through February 2, 2023, and each of the two years in the period ended December 31, 2022 (Predecessor), and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of STORE Capital LLC at December 31, 2023 (Successor) and the financial position of STORE Capital Corporation at December 31, 2022 (Predecessor), and the results of their operations and their cash flows for the periods from February 3, 2023 through December 31, 2023 (Successor), January 1, 2023 through February 2, 2023, and each of the two years in the period ended December 31, 2022 (Predecessor), in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
|
Acquisition of real estate investments |
Description of the Matter |
As described in Notes 2 and 3 to the financial statements, the Company recorded $427 million in acquisitions to real estate during 2023. Auditing the Company’s accounting for the 2023 acquisitions was complex and required specialized skills and knowledge due to the estimation involved in the allocation of the purchase price to the assets acquired, including land, buildings, improvements and intangible lease assets. The Company utilized multiple sources to estimate such values including third party appraisers and other data such as market rents and comparables.
|
30
How We Addressed the Matter in Our Audit |
We obtained an understanding over the accounting for acquisitions process, including understanding over the initiation and approval of purchases, inputs and assumptions used in the valuation estimates, and allocation of value among the assets acquired. For a sample of acquisitions, we read the purchase agreements, evaluated the significant assumptions and methodologies used in developing the allocation estimates, and tested the recording of the assets acquired.
Our audit procedures included evaluating whether any intangible assets were properly identified and the appropriateness of market data and other significant assumptions, including land comparables and replacement costs. We reviewed the valuations completed by third party appraisers including a review of the underlying market data utilized. We further compared the allocations to those historically recognized by the Company and reviewed for any allocation outliers in the population. We involved valuation specialists to assist in the evaluation of significant assumptions used and the appropriateness of the methodologies selected and the qualifications of the third-party appraisers. |
|
Real estate impairment |
Description of the Matter |
The Company reviews its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. As more fully described in Note 2 to the financial statements, during 2023, the Company recorded impairment losses on certain real estate assets. Based on the factors impacting a property’s value, such as vacancy, undiscounted cash flows from the lease, and market trends as well as hold versus sale scenarios, the Company evaluated certain properties for recoverability and determined that specific assets were impaired. As a result, the Company recognized $17.6 million in impairment losses, which represented the amount by which the carrying values exceeded the estimated fair values of these assets. |
|
|
How We Addressed the Matter in Our Audit
|
Auditing the Company's identification and measurement of impairment was complex as estimates underlying the determination of recoverability and fair value involved a high degree of subjectivity. Significant assumptions used in the Company’s undiscounted cash flow analyses and fair value estimates were market comparable values, bona fide purchase offers on the properties, market rents, tenant improvements and terminal values.
We obtained an understanding over the Company’s processes to identify indicators of impairment and measure the fair value of the real estate assets that were impaired. Our audit procedures also included, among others, evaluating the significant assumptions used to estimate the undiscounted cash flows, including market rents and comparables, tenant conditions and hold or sell strategies. We tested undiscounted cash flow analyses and fair value measurement through review of market transactions, purchase agreements, market rents, tenant improvements and capitalization rates. We also involved a valuation specialist to assist in our evaluation of certain assumptions, such as market rents, capitalization rates or comparable market property values when there was not an active purchase agreement. |
|
|
|
Valuation and accounting for STORE Capital Corporation merger |
Description of the Matter |
As described in Note 10 to the consolidated financial statements, on February 3, 2023, the Company entered into a merger resulting in STORE Capital LLC as the surviving entity. Auditing the Company’s accounting for the merger was complex and required specialized skills and knowledge due to estimation involved in the allocation of the total consideration to the assets acquired and liabilities assumed based upon their relative fair values. The significant assumptions used to estimate the values of the real estate investments assumed included capitalization rates, market rents, expected future cash flows, discount rates and other valuation assumptions. The significant assumptions used to estimate the values of the loans receivable and debt included market interest rates and other valuation assumptions.
|
31
How We Addressed the Matter in Our Audit
|
We obtained an understanding over the accounting for the merger, including processes over the inputs and assumptions used in the valuation estimates, and allocation of fair value among the assets acquired and liabilities assumed.
Our audit procedures including evaluating the identification of assets acquired and liabilities assumed, and the appropriateness of market data and other significant assumptions, including capitalization rates, discount rates, market rental rates, and market interest rates. We reviewed the valuations completed by the management specialist and evaluated the appropriateness of the approach selected, qualifications of the management specialist, and the underlying market data utilized. We involved our valuation specialists to assist in the evaluation of the significant assumptions and methodologies used in developing the fair value estimates for real estate investments, loans receivable, and debt. |
/s/
We have served as the Company’s auditor since 2011.
March 14, 2024
32
STORE Capital LLC
Consolidated Balance Sheets
(In thousands, except share and per share data)
|
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Successor |
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Predecessor |
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||
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|
December 31, |
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December 31, |
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||
Assets |
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Investments: |
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||
Real estate investments: |
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||
Land and improvements |
|
$ |
|
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|
$ |
|
||
Buildings and improvements |
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||
Intangible lease assets |
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||
Total real estate investments |
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||
Less accumulated depreciation and amortization |
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( |
) |
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( |
) |
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||
Operating ground lease assets |
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Loans and financing receivables, net |
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Net investments |
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Cash and cash equivalents |
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||
Other assets, net |
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||
Total assets |
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$ |
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$ |
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||
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Liabilities and equity |
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Liabilities: |
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||
Credit facility |
|
$ |
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$ |
|
||
Unsecured notes and term loans payable, net |
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||
Non-recourse debt obligations of consolidated special purpose entities, net |
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||
Intangible lease liabilities, net |
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||
Operating lease liabilities |
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||
Accrued expenses, deferred revenue and other liabilities |
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||
Total liabilities |
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||
Equity: |
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||
Members’ equity |
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||
Common stock, $ |
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|
||
Capital in excess of par value |
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|
||
Distributions in excess of retained earnings |
|
|
— |
|
|
|
|
( |
) |
Accumulated deficit |
|
|
( |
) |
|
|
|
— |
|
Accumulated other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
Total members’ and stockholders’ equity |
|
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
|
$ |
|
||
See accompanying notes.
33
STORE Capital LLC
Consolidated Statements of Operations
(In thousands, except share and per share data)
|
|
Successor |
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Predecessor |
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||||||||||
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Period from |
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Period from |
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Year Ended |
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Year Ended |
|
||||
Revenues: |
|
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|
||||
Rental revenues |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income on loans and financing receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
|
|
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|
|
|
|
|
|
|
|
||||
Total revenues |
|
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|
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|
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|
|
|
||||
Expenses: |
|
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|
||||
Interest |
|
|
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|
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|
|
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|
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|
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|
||||
Property costs |
|
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|
|
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|
||||
General and administrative |
|
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|
||||
Merger-related |
|
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|
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|
||||
Depreciation and amortization |
|
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|
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|
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|
||||
Provisions for impairment |
|
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|
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|
|
|
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|
||||
Total expenses |
|
|
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|
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|
|
|
|
|
|
|
|
||||
Other (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) gain on dispositions of real estate |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Loss on extinguishment of debt |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Income from non-real estate, equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income before income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Less: Net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to controlling interests |
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net income per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes.
34
STORE Capital LLC
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|
Year Ended |
|
||||
Net (loss) income |
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gains (losses) on cash flow hedges |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Cash flow hedge (gains) losses reclassified to interest expense |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
||
Total other comprehensive (loss) income |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
||
Total comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Comprehensive (loss) income attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Comprehensive (loss) income attributable to controlling interests |
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes.
35
STORE Capital LLC
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2021, 2022 and for the period from January 1, 2023 through February 2, 2023
(In thousands, except share and per share data)
|
|
Predecessor |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
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 |
|
||||||
Balance at December 31, 2020 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Issuance of common stock, net of costs of $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Equity-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Shares repurchased under stock compensation plan |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common dividends declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Issuance of common stock, net of costs of $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Equity-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Shares repurchased under stock compensation plan |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common dividends declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Common stock issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Shares repurchased under stock compensation plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at February 2, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
See accompanying notes.
36
STORE Capital LLC
Consolidated Statement of Members’ Equity
For the period from February 3, 2023 through December 31, 2023
(In thousands, except share and per share data)
|
|
Successor |
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|
Non- |
|
|
|
|
||||||||
|
|
Members’ Units |
|
|
Members’ Equity |
|
|
Comprehensive |
|
|
Members’ |
|
|
controlling |
|
|
Total |
|
||||||||||||||
|
|
Common |
|
|
Preferred |
|
|
Common |
|
|
Preferred |
|
|
Income (loss) |
|
|
Equity |
|
|
Interest |
|
|
Equity |
|
||||||||
Balance at February 3, 2023 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Members’ contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||||
Members’ distributions |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net (loss) income |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Contributions from noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Non-cash distribution to members |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
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|
( |
) |
Balance at December 31, 2023 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
See accompanying notes.
37
STORE Capital LLC
Consolidated Statements of Cash Flows
(In thousands)
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Successor |
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Predecessor |
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Period from |
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Period from |
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Year Ended |
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Year Ended |
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Operating activities |
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Net (loss) income |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Adjustments to net (loss) income: |
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Depreciation and amortization |
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Amortization of debt discounts, deferred financing costs and other noncash interest expense |
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Amortization of equity-based compensation |
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Provisions for impairment |
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Net loss (gain) on dispositions of real estate |
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( |
) |
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( |
) |
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( |
) |
|
Income from non-real estate, equity method investments |
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( |
) |
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( |
) |
||
Distribution received from non-real estate, equity method investment |
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Loss on extinguishment of debt |
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Noncash revenue and other |
|
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( |
) |
|
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( |
) |
|
|
( |
) |
|
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( |
) |
Changes in operating assets and liabilities: |
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||||
Other assets |
|
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( |
) |
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( |
) |
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Accrued expenses, deferred revenue and other liabilities |
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Net cash provided by operating activities |
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|
||||
Investing activities |
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|
||||
Acquisition of and additions to real estate |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Investment in loans and financing receivables |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Collections of principal on loans and financing receivables |
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||||
Proceeds from dispositions of real estate |
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Proceeds from sale of loans and financing receivables to related party |
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Contribution made to non-real estate, equity method investment |
|
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|
|
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( |
) |
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|
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Acquisition of STORE Capital Corporation |
|
|
( |
) |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
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Borrowings under credit facility |
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||||
Repayments under credit facility |
|
|
( |
) |
|
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|
( |
) |
|
|
( |
) |
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( |
) |
Borrowings under unsecured notes and term loans payable |
|
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Repayments under unsecured notes and term loans payable |
|
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( |
) |
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|
( |
) |
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( |
) |
|
Borrowings under secured term loan facility |
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Repayments under secured term loan facility |
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( |
) |
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Borrowings under non-recourse debt obligations of consolidated special purpose entities |
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Repayments under non-recourse debt obligations of consolidated special purpose entities |
|
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( |
) |
|
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
Financing costs and prepayment penalties paid |
|
|
( |
) |
|
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( |
) |
|
|
( |
) |
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( |
) |
Members’ contributions |
|
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Members’ distributions |
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( |
) |
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Proceeds from the issuance of non-controlling interests |
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Proceeds from the issuance of common stock |
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Stock issuance costs paid |
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( |
) |
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( |
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Shares repurchased under stock compensation plans |
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( |
) |
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( |
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||
Dividends paid |
|
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( |
) |
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( |
) |
||
Net cash provided by financing activities |
|
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||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
— |
|
|
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|
|||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
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|
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Reconciliation of cash, cash equivalents and restricted cash: |
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||||
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted cash included in other assets |
|
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|
||||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
|
$ |
|
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$ |
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$ |
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||||
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Supplemental disclosure of noncash investing and financing activities: |
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|
||||
Accrued tenant improvements included in real estate investments |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tenant funded improvements to real estate investments |
|
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|
||||
Acquisition of real estate assets from borrowers under loans and financing receivables |
|
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|
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Accrued financing and stock issuance costs |
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|
||||
Noncash distribution to members |
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|
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Supplemental disclosure of cash flow information: |
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|
||||
Cash paid during the period for interest, net of amounts capitalized |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash paid during the period for income and franchise taxes |
|
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|
||||
See accompanying notes.
38
STORE Capital LLC
Notes to Consolidated Financial Statements
December 31, 2023
1. Organization
STORE Capital Corporation was incorporated under the laws of Maryland on May 17, 2011 to acquire single‑tenant operational real estate to be leased on a long‑term, net basis to companies that operate across a wide variety of industries within the service, service-oriented retail and manufacturing sectors of the United States economy. From time to time, it also provided mortgage financing to its customers.
On November 21, 2014, the Company completed the initial public offering of its common stock. The shares traded on the New York Stock Exchange from November 18, 2014 through the Closing Date, as defined below, under the ticker symbol “STOR”.
On September 15, 2022, STORE Capital Corporation, Ivory Parent, LLC, a Delaware limited liability company (“Parent”) and Ivory REIT, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Parent Parties are affiliates of GIC, a global institutional investor, and funds managed by Blue Owl Capital. On February 3, 2023 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub (the “Merger”) with Merger Sub surviving (the “Surviving Entity”), and the separate existence of STORE Capital Corporation ceased. Immediately following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. References herein to "we, " "us," "our," the “Company” or “STORE Capital” are references to STORE Capital Corporation prior to the Merger and to STORE Capital LLC upon and following the Merger. As of the Closing Date of the Merger, the common equity of the Company is no longer publicly traded.
STORE Capital Corporation elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. STORE Capital LLC has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a REIT for federal income tax purposes beginning with its initial taxable year ended December 31, 2022. As a REIT, the Company will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its members and meets other specific requirements.
2. Summary of Significant Accounting Principles
Basis of Accounting and Principles of Consolidation
The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
These consolidated statements include the accounts of STORE Capital Corporation and its wholly-owned subsidiaries and special purpose entities that it controlled through its voting interest for the periods prior to the Merger. For the periods after the Merger, these consolidated statements include the accounts of STORE Capital LLC, its wholly-owned subsidiaries, special purpose entities, and variable interest entities (“VIEs”) that it controls through its voting interest or other means. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation.
Certain of the Company’s consolidated subsidiaries are special purpose entities or VIEs. Each special purpose entity or VIE is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities or VIEs may only be used to settle the liabilities of such entity and are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the applicable special purpose entity or VIE. At December 31, 2023 and 2022, these special purpose entities held assets totaling $
39
and at December 31, 2023 these VIEs held assets totaling $
The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity.
The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, the variable interest holder’s form of ownership interest, the variable interest holder’s representation on the VIE’s governing body, the size and seniority of the variable interest holder’s investment, the variable interest holder’s ability and the rights of other investors to participate in policy making decisions, the variable interest holder’s ability to manage its ownership interest relative to the other interest holders, and the variable interest holder’s ability to replace the VIE manager and/or liquidate the entity.
For its investments in entities that are not considered to be VIEs, the Company evaluates the type of ownership rights held by each party with an interest in the entity to determine if the Company holds a controlling financial interest. The assessment of whether the Company holds a controlling financial interest is made at inception of the entity and continually reassessed.
Consolidated VIE
The Company holds a
Accounting for the Merger
As further described in Note 10 to these consolidated financial statements, the Merger was accounted for using the asset acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”), which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets purchased and the liabilities assumed. Direct transaction costs incurred by STORE Capital LLC as the acquirer and amounts transferred to reimburse STORE Capital Corporation for costs incurred as the acquiree to sell the business are included in the consideration transferred and capitalized as a component of the cost of the assets acquired. An assembled workforce intangible asset is recorded at the acquisition date if it is part of the asset group acquired. Goodwill is not recognized in an asset acquisition and consideration transferred in excess over the fair value of the net assets acquired, if any, is allocated on a relative fair value basis to the identifiable assets and liabilities.
As noted above, the consolidated financial statements of STORE Capital LLC reflect the recording of assets and liabilities at fair value as of the date of the Merger. The Merger resulted in the termination of the prior reporting entity and a corresponding creation of a new reporting entity. Accordingly, the Company’s consolidated financial statements and transactional records prior to the Closing
40
Date, or February 3, 2023, reflect the historical accounting basis of assets and liabilities and are labeled “Predecessor” while such records subsequent to the Closing Date reflect the fair value of assets acquired and liabilities assumed in the Company’s consolidated financial statements and are labeled “Successor.” This change in reporting entity is represented in the consolidated financial statements by a black line that appears between “Predecessor” and “Successor” on the statements and in the relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Merger are not comparable.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.
Segment Reporting
The FASB’s ASC Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment.
Investment Portfolio
STORE Capital invests in real estate assets through
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
41
through a sale-leaseback transaction and subject to a lease contract that contains a purchase option, the Company accounts for such an acquisition as a financing arrangement and records the investment in loans and financing receivables on the 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 contractual renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.
The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from
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 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 December 31, 2023 and 2022, the Company had $
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
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
42
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 consolidated statements of operations.
Impairment
STORE Capital reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. Such events or changes in circumstances may include an expectation to sell certain assets in accordance with the Company’s long-term strategic plans. Management considers factors such as expected future undiscounted cash flows, capitalization and discount rates, terminal value, tenant improvements, market trends (such as the effects of leasing demand and competition) and other factors including bona fide purchase offers received from third parties in making this assessment. These factors are classified as Level 3 inputs within the fair value hierarchy, discussed in Fair Value Measurement below. If an asset is determined to be impaired, the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results.
For the period from February 3, 2023 through December 31, 2023, the Company recognized an aggregate provision for impairment of real estate of $
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
Sales-Type and Direct Financing Receivables – Classification, Cost and Revenue Recognition
Sales-type lease receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property. 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
43
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 period from February 3, 2023 through December 31, 2023 and the years ended 2022 and 2021, the Company recognized an estimated $
Accounting for Operating Ground Lease Assets
As part of certain real estate investment transactions, the Company may enter into long-term operating ground leases as a lessee. The Company is required to recognize an operating ground lease (or right-of-use) asset and related operating lease liability for each of these operating ground leases. Operating ground lease assets and operating lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments.
Many of these operating lease contracts include options for the Company to extend the lease; the option periods are included in the minimum lease term if it is reasonably likely the Company will exercise the option(s). Rental expense for the operating ground lease contracts is recognized in property costs on a straight-line basis over the lease term. Some of the contracts have contingent rent escalators indexed to future increases in the CPI and a few contracts have contingent rentals that are based on a percentage of the gross sales of the property; these payments are recognized in expense as incurred. The payment obligations under these contracts are typically the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with the respective tenants. As a result, the Company also recognizes sublease rental revenue on a straight-line basis over the term of the Company’s sublease with the tenant; the sublease income is included in rental revenues.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money‑market funds of 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 $
Deferred Financing and Other Debt Costs
Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the consolidated balance sheets. Costs paid to a lender as part of a debt issuance are recorded as a debt discount and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the consolidated balance sheets. Financing costs related to the establishment of the Company’s credit facility are deferred and amortized to interest expense over the term of the credit facility and are included in other assets, net, on the consolidated balance sheets.
44
Derivative Instruments and Hedging Activities
The Company may enter into derivative contracts as part of its overall financing strategy to manage the Company’s exposure to changes in interest rates associated with current and/or future debt issuances. The Company does not use derivatives for trading or speculative purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Company records its derivatives on the balance sheet at fair value. All derivatives subject to a master netting arrangement in accordance with the associated master International Swap and Derivatives Association agreement have been presented on a net basis by counterparty portfolio for purposes of balance sheet presentation and related disclosures. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified to operations as an adjustment to interest expense as interest payments are made on the hedged debt transaction.
As of December 31, 2023, the Company had
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:
Share‑based Compensation
Historically, directors and employees of the Company had been granted long‑term incentive awards, including restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs’), which provided such directors and employees with equity interests as an
45
incentive to remain in the Company’s service and aligned their interests with those of the Company’s stockholders. As of the closing of the Merger, the Company no longer has any equity incentives outstanding.
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.
The Company provides for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be in effect during the year in which the basis differences reverse. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
Related Party Transactions
In December 2023, the Company sold certain loans and financing receivables with an aggregate carrying value of $
In connection with the sale, the Company entered into a service contract with PCSD Ivory Private Limited and agreed to perform certain loan servicing and other administrative services with respect to the mortgage loan portfolio on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. The fee income will be recorded as other income on the consolidated statements of operations. No such amounts were recorded for the period from January 1, 2023 through February 2, 2023 or the period from February 3, 2023 through December 31, 2023.
Net Income Per Common Share
Net income per common share has been computed for STORE Capital Corporation pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share.
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Period from |
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Year Ended |
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Year Ended |
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Numerator: |
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Net income |
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$ |
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$ |
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$ |
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Less: Earnings attributable to unvested restricted shares |
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( |
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( |
) |
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( |
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Net income used in basic and diluted income per share |
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$ |
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$ |
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$ |
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Denominator: |
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Weighted average common shares outstanding |
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Less: Weighted average number of shares of unvested restricted stock |
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( |
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( |
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( |
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Weighted average shares outstanding used in basic income per share |
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Effects of dilutive securities: |
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Add: Treasury stock method impact of potentially dilutive securities (a) |
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Weighted average shares outstanding used in diluted income per share |
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46
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or the SEC. The Company adopts the new pronouncements as of the specified effective date. When permitted, the Company may elect to early adopt the new pronouncements. Unless otherwise discussed, these new accounting pronouncements include technical corrections to existing guidance or introduce new guidance related to specialized industries or entities and, therefore, will have minimal, if any, impact on the Company’s financial position, results of operations or cash flows upon adoption.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. While STORE only has
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact the adoption of ASU 2023-09 will have on the consolidated financial statements or notes to the consolidated financial statements.
3. Investments
At December 31, 2023, STORE Capital had investments in
47
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.
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Successor |
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Number of |
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Number of |
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Investment |
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Amount of |
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Investment |
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Amount of |
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Locations |
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Investments |
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Locations |
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Investments |
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Gross investments, December 31, 2020 |
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$ |
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Acquisition of and additions to real estate (a)(b)(c) |
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Investment in loans and direct financing receivables |
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Sales of real estate |
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( |
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( |
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Principal collections on loans and direct financing receivables (b) |
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( |
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( |
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Net change in operating ground lease assets (d) |
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( |
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Provisions for impairment |
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( |
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Other |
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( |
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Gross investments, December 31, 2021 |
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Acquisition of and additions to real estate (a)(b)(e)(f) |
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Investment in loans and direct financing receivables |
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Sales of real estate |
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( |
) |
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( |
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||
Principal collections on loans and direct financing receivables (b) |
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( |
) |
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( |
) |
||
Net change in operating ground lease assets (d) |
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( |
) |
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Provisions for impairment |
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( |
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Other |
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( |
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Gross investments, December 31, 2022 |
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Acquisition of and additions to real estate (a)(g) |
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Investment in loans and direct financing receivables |
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Sales of real estate |
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( |
) |
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( |
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Principal collections on loans and direct financing receivables |
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( |
) |
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( |
) |
||
Net change in operating ground lease assets (d) |
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( |
) |
|||
Other |
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Gross investments, February 2, 2023 |
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$ |
|
||||
Gross investments, February 3, 2023 |
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$ |
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Acquisition of and additions to real estate (a)(h) |
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Investment in loans and direct financing receivables |
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Sales of real estate, loans and direct financing receivables (i) |
|
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( |
) |
|
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( |
) |
|
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|
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Principal collections on loans and direct financing receivables |
|
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( |
) |
|
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( |
) |
|
|
|
|
|
|
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||
Net change in operating ground lease assets (d) |
|
|
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|
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( |
) |
|
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|
|||
Provisions for impairment |
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( |
) |
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|
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Other |
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( |
) |
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Gross investments, December 31, 2023 (j) |
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Less accumulated depreciation and amortization (j) |
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( |
) |
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|||
Net investments, December 31, 2023 |
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$ |
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|
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48
The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands):
|
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Successor |
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Predecessor |
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Period from |
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Period from |
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Year Ended |
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Year Ended |
|
||||
Rental revenues: |
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|
|
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|
|
|
|
|
|
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|
||||
Operating leases (a)(c) |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sublease income - operating ground leases (b) |
|
|
|
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|
|
|
|
|
|
|
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|
||||
Amortization of lease related intangibles and costs |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total rental revenues |
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$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
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|
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|
||||
Interest income on loans and financing receivables: |
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Mortgage and other loans receivable |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sale-leaseback transactions accounted for as |
|
|
|
|
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|
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|
|
|
|
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|
||||
Sales-type and direct financing receivables |
|
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|
|
|
|
|
|
|
|
|
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|
||||
Total interest income on loans and financing receivables |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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
Real Estate Investments
The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at December 31, 2023 was approximately
49
Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases in place as of December 31, 2023 are as follows (in thousands):
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum rentals (a) |
|
$ |
|
Substantially all the Company’s leases include
Intangible Lease Assets
The following details intangible lease assets and related accumulated amortization at December 31 (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
2023 |
|
|
|
2022 |
|
||
In-place leases |
|
$ |
|
|
|
$ |
|
||
Ground lease-related intangibles |
|
|
|
|
|
|
|
||
Above-market leases |
|
|
|
|
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|
||
Total intangible lease assets |
|
|
|
|
|
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|
||
Accumulated amortization |
|
|
( |
) |
|
|
|
( |
) |
Net intangible lease assets |
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$ |
|
|
|
$ |
|
||
Aggregate lease intangible asset amortization included in depreciation and amortization expense was $
Based on the balance of the intangible lease assets as of December 31, 2023, the aggregate amortization expense is expected to be $
Intangible Lease Liabilities
The following details intangible lease liabilities and related accumulated amortization (in thousands) as of December 31, 2023. There were
|
|
|
|
|
|
|
|
|
|
Below-market leases |
|
$ |
|
|
Accumulated amortization |
|
|
( |
) |
Net intangible lease liabilities |
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$ |
|
|
50
Lease intangible liabilities are amortized as an increase to rental revenues. For the period from February 3, 2023 through December 31, 2023, amortization was $
Operating Ground Lease Assets
As of December 31, 2023, STORE Capital had operating ground lease assets aggregating $
The future minimum lease payments to be paid under the operating ground leases as of December 31, 2023 were as follows (in thousands):
|
|
|
|
|
Ground |
|
|
|
|
|||
|
|
Ground |
|
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Leases |
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|
|||
|
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Leases |
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Paid by |
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|
|||
|
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Paid by |
|
|
STORE Capital's |
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|
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|
|||
|
|
STORE Capital |
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|
Tenants (a) |
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Total |
|
|||
2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
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|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
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|
|
|
|
|
|
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|
|||
Total lease payments |
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|
|
|
|
|
|
|
|||
Less imputed interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total operating lease liabilities - ground leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
51
Loans and Financing Receivables
The Company’s loans and financing receivables are summarized below (dollars in thousands):
|
|
|
|
|
|
Successor |
|
|
|
Predecessor |
|
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Type |
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Interest |
|
Maturity |
|
December 31, |
|
|
|
December 31, |
|
||
|
|
2024 - 2056 |
|
|
|
|
|
|
|
||||
Equipment and other loans receivable |
|
|
2024 - 2036 |
|
|
|
|
|
|
|
|||
Total principal amount outstanding—loans receivable |
|
|
|
|
|
|
|
|
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|
||
Unamortized loan origination costs |
|
|
|
|
|
|
|
|
|
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|
||
Unamortized loan premium |
|
|
|
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|
||
Sale-leaseback transactions accounted for as |
|
|
2034 - 2122 |
|
|
|
|
|
|
|
|||
Sales-type and direct financing receivables |
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for credit and loan losses (d) |
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
Total loans and financing receivables |
|
|
|
|
|
$ |
|
|
|
$ |
|
||
Loans Receivable
At December 31, 2023, the Company held
The long-term mortgage loans receivable generally allow for prepayments in whole but not in part, without penalty or with penalties ranging from
|
|
Scheduled |
|
|
|
|
|
|
|
|||
|
|
Principal |
|
|
Balloon |
|
|
Total |
|
|||
|
|
Payments |
|
|
Payments |
|
|
Payments |
|
|||
2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total principal payments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Sale-Leaseback Transactions Accounted for as Financing Arrangements
As of December 31, 2023 and 2022, the Company had $
52
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 December 31, 2023, were as follows (in thousands):
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total future scheduled payments |
|
$ |
|
Sales-Type and Direct Financing Receivables
As of December 31, 2023 and 2022, the Company had $
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
December 31, |
|
|
|
December 31, |
|
||
Minimum lease payments receivable |
|
$ |
|
|
|
$ |
|
||
Estimated residual value of leased assets |
|
|
|
|
|
|
|
||
Unearned income |
|
|
( |
) |
|
|
|
( |
) |
Net investment |
|
$ |
|
|
|
$ |
|
||
As of December 31, 2023, the future minimum lease payments to be received under the sales-type lease receivables are expected to average approximately $
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 December 31, 2023, $
As of December 31, 2023, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $
4. Debt
Credit Facility
In connection with the completion of the Merger on February 3, 2023, the Company repaid all amounts outstanding under, and terminated, the previous unsecured revolving credit facility agreement. At the time of repayment, the outstanding balance on the previous unsecured revolving credit facility was $
53
to $
Borrowings under the Unsecured Revolving Credit Facility require monthly payments of interest at a rate selected by the Company of either (1)
In May 2023, the Company entered into two interest rate swap agreements with an aggregate notional amount of $
Under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on the Company’s pool of unencumbered assets, which aggregated approximately $
The Unsecured Credit Agreement also includes capacity for uncommitted incremental term loans and revolving commitments, whether in the form of additional facilities or an increase to the existing facilities, up to an aggregate amount for all revolving commitments and term loans under the Unsecured Credit Agreement of $
At December 31, 2023 and December 31, 2022, unamortized financing costs related to the Company’s credit facility totaled $
Unsecured Notes and Term Loans Payable, net
Prior to the Merger, the Company completed
The supplemental indentures governing the Public Notes contain various restrictive covenants, including limitations on the Company’s ability to incur additional secured and unsecured indebtedness. As of December 31, 2023, the Company was in compliance with these covenants. The Public Notes can be redeemed, in whole or in part, at par within three months of their maturity date or at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest and (ii) the make-whole premium, as defined in the supplemental indentures governing these notes.
The Company has entered into Note Purchase Agreements (“NPAs”) with institutional purchasers that provided for the private placement of
54
Company repaid its $
Interest on the Notes is payable semi-annually in arrears in May and November of each year. On each interest payment date, the interest rate on each series of Notes may be increased by
The NPAs contain a number of financial covenants that are similar to the covenants contained in the Company’s Unsecured Revolving Credit facility as summarized above. Subject to the terms of the NPAs and the Notes, upon certain events of default, including, but not limited to, (i) a payment default under the Notes, and (ii) a default in the payment of certain other indebtedness by the Company or its subsidiaries, all amounts outstanding under the Notes will become due and payable at the option of the purchasers. As of December 31, 2023, the Company was in compliance with its covenants under the NPAs.
In April 2022, the Company entered into a term loan agreement under which the Company borrowed an aggregate $
In December 2022, the Company entered into a term loan agreement with a total initial commitment of $
In connection with the completion of the Merger, the Company entered into the Unsecured Credit Agreement, which provided for the Company’s Unsecured Revolving Credit Facility, as discussed above, and an unsecured, variable-rate term loan with initial borrowings of $
The Unsecured Term Loan matures in April 2027 and the interest rate resets daily at Daily Simple SOFR plus an adjustment of
55
In December 2023, the Company amended the existing Unsecured Credit Agreement to increase the capacity for all revolving commitments and term loans under the agreement from $
In December 2023, upon effectiveness of this amendment, the Company entered into incremental amendments to the Unsecured Credit Agreement which provide for an unsecured, variable-rate term loan with borrowings of $
In January 2024, the Company entered into an incremental amendment of the existing Unsecured Credit Agreement which provided for an increase to the December 2023 Unsecured Term Loan of $
As noted above, under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. As of December 31, 2023, the Company was in compliance with these covenants. The Unsecured Term Loans are senior unsecured obligations of the Company, require monthly interest payments and may be prepaid without premium or penalty at any time.
56
The Company’s senior unsecured notes and term loans payable are summarized below (dollars in thousands):
|
|
|
|
|
|
|
Outstanding Balance |
|
|||||||
|
|
|
|
|
|
|
Successor |
|
|
|
Predecessor |
|
|||
|
|
Maturity |
|
Interest |
|
|
December 31, |
|
|
|
December 31, |
|
|||
Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Series B issued November 2015 |
|
Nov. 2024 |
|
|
% |
|
|
|
|
|
|
|
|||
Series C issued April 2016 |
|
Apr. 2026 |
|
|
% |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Public Notes issued March 2018 |
|
Mar. 2028 |
|
|
% |
|
|
|
|
|
|
|
|||
Public Notes issued February 2019 |
|
Mar. 2029 |
|
|
% |
|
|
|
|
|
|
|
|||
Public Notes issued November 2020 |
|
Nov. 2030 |
|
|
% |
|
|
|
|
|
|
|
|||
Public Notes issued November 2021 |
|
Dec. 2031 |
|
|
% |
|
|
|
|
|
|
|
|||
Total notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan issued December 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan issued April 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan issued April 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan issued February 2023 (a) |
|
Apr. 2027 |
|
|
|
|
|
|
|
|
|
||||
Term Loan issued December 2023 (b) |
|
Jul. 2026 |
|
|
|
|
|
|
|
|
|
||||
Total term loans |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unamortized discount |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Unamortized deferred financing costs |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Total unsecured notes and term loans payable, net |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|||
Secured Term Loan Facility, net
On February 3, 2023, in connection with the completion of the Merger, the Company and certain of its consolidated special purpose entities entered into a credit agreement (the “Credit Agreement”) which provided for a secured term loan of $
Borrowings outstanding under the Secured Term Loan Facility required monthly payments of interest at a floating-rate equal to one-month Term SOFR, plus a spread of
In March, May, October and November 2023, the Company paid down the Secured Term Loan Facility by $
57
The Secured Term Loan Facility was secured by a collateral pool of properties owned by consolidated special purpose entities of the Company and was generally non-recourse to the Company, subject to certain customary limited exceptions. Collateral was released upon repayments made on the Secured Term Loan Facility. The Secured Term Loan Facility was guaranteed by the Company.
Non‑recourse Debt Obligations of Consolidated Special Purpose Entities, net
During 2012, the Company implemented its STORE Master Funding debt program pursuant to which certain of its consolidated special purpose entities issue multiple series of non‑recourse net‑lease mortgage notes from time to time that are collateralized by the assets and related leases (collateral) owned by these entities. One of the principal features of the program is that, as additional series of notes are issued, new collateral is contributed to the collateral pool, thereby increasing the size and diversity of the collateral pool for the benefit of all noteholders, including those who invested in prior series. Another feature of the program is the ability to substitute collateral from time to time subject to meeting certain prescribed conditions and criteria. The notes issued under this program are generally segregated into Class A amortizing notes and Class B non‑amortizing notes. The Company has retained the Class B notes which aggregate $
The Class A notes require monthly principal and interest payments with a balloon payment due at maturity and these notes may be prepaid at any time, subject to a yield maintenance prepayment premium if prepaid more than
A number of additional consolidated special purpose entity subsidiaries of the Company have financed their real estate properties with traditional first mortgage debt. The notes generally require monthly principal and interest payments with balloon payments due at maturity. In general, these mortgage notes payable can be prepaid in whole or in part upon payment of a yield maintenance premium. The mortgage notes payable are collateralized by real estate properties owned by these consolidated special purpose entity subsidiaries with an aggregate investment amount of approximately $
The mortgage notes payable, which are obligations of the consolidated special purpose entities described in Note 2, contain various covenants customarily found in mortgage notes, including a limitation on the issuing entity’s ability to incur additional indebtedness on the underlying real estate. Although this mortgage debt generally is non‑recourse, there are customary limited exceptions to recourse for matters such as fraud, misrepresentation, gross negligence or willful misconduct, misapplication of payments, bankruptcy and environmental liabilities. Certain of the mortgage notes payable also require the posting of cash reserves with the lender or trustee if specified coverage ratios are not maintained by the Company or one of its tenants.
58
The Company’s non-recourse debt obligations of consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):
|
|
|
|
|
|
|
Outstanding Balance |
|
|||||||
|
|
|
|
|
|
|
Successor |
|
|
|
Predecessor |
|
|||
|
|
Maturity |
|
Interest |
|
|
December 31, |
|
|
|
December 31, |
|
|||
Non-recourse net-lease mortgage notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
$ |
|
Oct. 2024 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Oct. 2024 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Apr. 2025 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Oct. 2026 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Nov. 2026 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Nov. 2026 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Apr. 2027 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Oct. 2027 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Oct. 2027 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
May 2028 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
May 2028 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Jun. 2028 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Jun. 2028 (b) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Jun. 2033 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Jun. 2033 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Nov. 2034 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Nov. 2034 (c) |
|
|
% |
|
|
|
|
|
|
|
|||
Total non-recourse net-lease mortgage notes |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-recourse mortgage notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
$ |
|
|
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
|
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
|
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Apr. 2024 (d) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Jul. 2026 (d) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Mar. 2029 (e) |
|
|
% |
|
|
|
|
|
|
|
|||
$ |
|
Apr. 2049 (d) |
|
|
% |
|
|
|
|
|
|
|
|||
Total non-recourse mortgage notes |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unamortized discount |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Unamortized deferred financing costs |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Total non-recourse debt obligations of |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|||
Credit Risk Related Contingent Features
The Company has agreements with derivative counterparties, which provide generally that the Company could be declared in default on its derivative obligations if the Company defaults on the underlying indebtedness. As of December 31, 2023, the termination value of the Company’s interest rate swaps that were in a liability position was approximately $
59
Debt Maturity Schedule
As of December 31, 2023, the scheduled maturities, including balloon payments, on the Company’s aggregate long-term debt obligations are as follows (in thousands):
|
|
Scheduled |
|
|
|
|
|
|
|
|||
|
|
Principal |
|
|
Balloon |
|
|
|
|
|||
|
|
Payments |
|
|
Payments |
|
|
Total |
|
|||
2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
5. Income Taxes
As a REIT, the Company generally will not be subject to federal income tax. It is still subject, however, to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly owned taxable REIT subsidiary (“TRS”) created to engage in non-qualifying REIT activities. The TRS is subject to federal, state and local income taxes.
Following the Merger, the Company's new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a captive REIT. Within the jurisdictions where the Company is treated as a captive REIT, the dividends paid deduction may be disallowed, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded.
Based on the projected increase in income tax liabilities related to STORE Capital's new status as a captive REIT in multiple state tax jurisdictions, the Company, in addition to its existing obligation to compute current income tax expense, is now in a position where it needs to calculate deferred income taxes attributable to its temporary differences. While current income taxes are based upon the current period's income taxable for state tax reporting purposes, deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards.
The components of the Company's income tax provision are listed below (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|
Year Ended |
|
||||
Current state income tax |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred state income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total income tax expense |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
60
A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes is shown below (in thousands):
|
|
Successor |
||||
|
|
Period from February 3, 2023 |
||||
|
|
Amount |
|
|
Percent |
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
Income tax benefit at federal statutory rate |
|
|
( |
) |
|
|
State taxes, net of federal benefit |
|
|
( |
) |
|
|
Income excluded from US taxation |
|
|
|
|
( |
|
Difference and changes in tax rates |
|
|
( |
) |
|
|
Return to provision and other |
|
|
|
|
( |
|
Change in valuation allowance |
|
|
|
|
( |
|
Tax on income |
|
$ |
|
|
( |
|
As required by ASC Topic 740, Income Taxes, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets, which is ultimately dependent upon the sources of future taxable income during the periods temporary differences become deductible. Based on the weight of available evidence, both positive and negative, management has determined that it is "more-likely-than-not" that the Company will not realize the benefits of some of its deferred tax assets. In connection with the Merger, a deferred tax asset of $
Significant components of the Company's deferred tax assets and liabilities were as follows (in thousands):
|
|
Successor |
|
|
|
|
December 31, |
|
|
|
|
2023 |
|
|
Deferred tax assets: |
|
|
|
|
Property and equipment, net |
|
$ |
|
|
Other deferred tax asset |
|
|
|
|
Total deferred tax assets |
|
|
|
|
Less valuation allowance |
|
|
( |
) |
Net deferred tax asset |
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
Intangible assets |
|
|
( |
) |
Ground lease assets |
|
|
( |
) |
Debt discount and deferred financing costs |
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
Net deferred tax liability |
|
$ |
( |
) |
The Company had
Certain state tax returns filed for 2019 and tax returns filed for 2020 through 2023 are subject to examination by these jurisdictions. As of December 31, 2023, management concluded that there is
61
The Company’s common stock distributions were characterized for federal income tax purposes as follows (per share for Predecessor periods):
|
|
Successor (a) |
|
|
|
Predecessor (b) |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended |
|
|
Year Ended |
|
||||
Ordinary income dividends |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Capital gain dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Return of capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash liquidation distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
6. Equity
Stockholders’ Equity (Predecessor)
In November 2020, the Company established its fifth “at the market” equity distribution program, or ATM program, pursuant to which, from time to time, it could offer and sell up to $
Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Merger, each share of common stock of the Company, par value $
Members’ Equity (Successor)
In connection with the Merger, the Company issued
In accordance with the Company’s operating agreement, members holding Preferred Units (“Preferred Members”) receive distributions bi-annually and Members holding Common Units (“Common Members”) may receive distributions monthly. Common Members may be subject to capital calls. Except for their initial capital contribution, no Preferred Members may make any additional capital contributions. Additionally, no Preferred Members have the right to demand a withdrawal, reduction or return of its capital contributions or receive interest thereon.
The Preferred Units rank senior to the Common Units of the Company and to all other membership interests and equity securities issued by the Company with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company.
62
7. Long‑Term Incentive Plans
In November 2014, the Company’s Board of Directors approved the adoption of the STORE Capital Corporation 2015 Omnibus Equity Incentive Plan (the “2015 Plan”), which permitted the issuance of up to
Both the 2015 and 2012 Plans allowed for awards to officers, directors and employees of the Company in the form of restricted shares of the Company’s common stock and other equity-based awards including performance‑based grants.
The following table summarizes the restricted stock award (“RSA”) activity:
|
|
Predecessor |
|
|||||||||||||||||||||
|
|
Period from |
|
|
2022 |
|
|
2021 |
|
|||||||||||||||
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||||
|
|
Number of |
|
|
Average Share |
|
|
Number of |
|
|
Average Share |
|
|
Number of |
|
|
Average Share |
|
||||||
|
|
Shares |
|
|
Price (a) |
|
|
Shares |
|
|
Price (a) |
|
|
Shares |
|
|
Price (a) |
|
||||||
Outstanding non-vested shares, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Shares granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares vested |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Shares forfeited |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Outstanding non-vested shares, |
|
|
|
(b) |
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
The Company historically granted RSAs to its officers, directors and employees. Generally, restricted shares granted to the Company’s employees vested in
Under the terms of the Merger Agreement, effective immediately prior to the merger effective time, each outstanding award of restricted stock automatically became fully vested and all restrictions and repurchase rights thereon lapsed, with the result that all shares of common stock represented thereby were considered outstanding for all purposes under the merger agreement and received an amount in cash equal to $
The Company had granted restricted stock unit awards (“RSUs”) with (a) both a market and a performance condition or (b) a market condition to its executive officers; these awards also contained a service condition. The number of common shares to be earned from each grant ranged from
63
The following table summarizes the RSU activity:
|
|
Predecessor |
|
|||||||||
|
|
Period from |
|
|
2022 |
|
|
2021 |
|
|||
|
|
Number of RSUs |
|
|
Number of RSUs |
|
||||||
Non-vested and outstanding, beginning of year |
|
|
|
|
|
|
|
|
|
|||
RSUs granted |
|
|
|
|
|
|
|
|
|
|||
RSUs vested |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
RSUs forfeited |
|
|
|
|
|
|
|
|
( |
) |
||
RSUs not earned |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Non-vested and outstanding, end of period |
|
|
|
(a) |
|
|
|
|
|
|||
For the 2021 and 2022 grants,
Under the terms of the Merger Agreement, effective immediately prior to the merger effective time, outstanding awards of performance-based RSUs automatically became earned and vested with (a) approximately
The Company previously valued the RSUs with a performance condition based on the closing price per share of the Company’s common stock on the date of the grant multiplied by the number of awards expected to be earned. The Company valued the RSUs with a market condition using a Monte Carlo simulation model on the date of grant which resulted in grant date fair values of $
64
The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the RSUs with a market condition for each grant year:
|
2022 |
|
|
2021 |
|
|
||
Volatility |
|
% |
|
|
% |
|
||
Risk-free interest rate |
|
% |
|
|
% |
|
||
Dividend yield |
|
% |
|
|
% |
|
||
The 2015 and 2012 Plans each allowed the Company’s employees to elect to satisfy the minimum statutory tax withholding obligation due upon vesting of RSAs and RSUs by allowing the Company to repurchase an amount of shares otherwise deliverable on the vesting date having a fair market value equal to the withholding obligation. During the years ended December 31, 2022 and 2021, the Company repurchased an aggregate
Compensation expense for equity‑based payments totaled $
During 2023, the Company replaced the historical stock compensation program with a long-term cash incentive program. Certain members of management were granted long-term cash-based incentive awards that vest at the end of a three-year performance period ending December 31, 2025 based on the achievement of specified corporate performance metrics and are paid following certification of achievement of such metrics. Employees were granted time-based cash awards that vest and are paid out ratably over a three-year period.
8. Commitments and Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Management believes that the final outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations.
In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. As of December 31, 2023, the Company had commitments to its customers to fund improvements to owned or mortgaged real estate properties totaling approximately $
The Company has entered into lease agreements with an unrelated third party for its corporate office space that will expire in July 2027 and July 2029; the leases each allow for one
The Company has employment agreements with each of its executive officers that provide for minimum annual base salaries, and cash incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives on and annual and multi-year basis. In the event an executive officer’s employment terminates under certain circumstances, the Company would be liable for cash severance, and continuation of healthcare benefits under the terms of the employee agreements.
65
The Company has a defined contribution retirement savings plan qualified under Section 401(a) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan is available to employees who have completed 30 days of service with the Company. STORE Capital provides a matching contribution in cash, up to a maximum of
9. Fair Value of Financial Instruments
The Company’s derivatives are required to be measured at fair value in the Company’s consolidated financial statements on a recurring basis. Derivatives are measured under a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy. The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a net basis by counterparty. The net derivative assets are included in other assets and the net derivative liabilities are included in accrued expenses, deferred revenue and other liabilities in the consolidated balance sheets.
The following tables summarize the net derivative balances recorded on the consolidated balance sheets and provides information as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties in accordance with the associated master International Swap and Derivatives Association (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||
|
|
December 31, |
|
|
|
December 31, |
|
||
Derivative assets: |
|
|
|
|
|
|
|
||
Net derivative assets presented in the consolidated balance sheet |
|
$ |
|
|
|
$ |
|
||
Gross amount of eligible offsetting recognized derivative liabilities |
|
|
|
|
|
|
|
||
Gross amount of derivative assets |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Derivative liabilities: |
|
|
|
|
|
|
|
||
Net derivative liabilities presented in the consolidated balance sheet |
|
$ |
( |
) |
|
|
$ |
|
|
Gross amount of eligible offsetting recognized derivative assets |
|
|
( |
) |
|
|
|
|
|
Gross amount of derivative liabilities |
|
|
( |
) |
|
|
|
|
|
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based on market conditions and perceived risks at December 31, 2023 and 2022. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.
Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and tenant deposits. Generally, these assets and liabilities are short‑term in duration and are recorded at fair value on the consolidated balance sheets. The Company believes the carrying value of the borrowings on its credit facility approximate fair value based on their nature, terms and variable interest rate. Additionally, the Company believes the current carrying values of its fixed‑rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads.
The estimated fair values of the Company’s aggregate long-term debt obligations have been derived based on market observable inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 within the fair value hierarchy. At December 31, 2023, these debt obligations had an aggregate carrying value of $
10. Merger
On February 3, 2023, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, STORE Capital Corporation merged with and into Merger Sub and the separate existence of STORE Capital Corporation ceased. Immediately
66
following the completion of the Merger, the Surviving Entity changed its name to STORE Capital LLC. As a result of the Merger and subsequent delisting of the Company’s Common Stock from the New York Stock Exchange, the common equity of the Company is no longer publicly traded.
Consideration and Purchase Price Allocation
The Merger was accounted for using the asset acquisition method of accounting in accordance with ASC Topic 805 which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets acquired and the liabilities assumed. The following table summarizes the total consideration transferred in the purchase of STORE Capital Corporation (amounts in thousands):
Consideration Type |
|
|
|
|
Cash paid to former shareholders and equity award holders |
|
$ |
|
|
Extinguishment of historical debt |
|
|
|
|
Capitalized transaction costs |
|
|
|
|
Total consideration |
|
$ |
|
|
The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed (amounts in thousands):
Assets acquired: |
|
|
|
|
Land and improvements |
|
$ |
|
|
Buildings and improvements |
|
|
|
|
Intangible lease assets |
|
|
|
|
Operating ground lease assets |
|
|
|
|
Loans and financing receivables |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Liabilities assumed: |
|
|
|
|
Unsecured notes and term loans payable |
|
|
|
|
Non-recourse debt obligations of consolidated |
|
|
|
|
Below market value of debt |
|
|
( |
) |
Intangible lease liabilities |
|
|
|
|
Operating lease liabilities |
|
|
|
|
Other liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Fair value of net assets acquired |
|
$ |
|
|
Fair Value Measurement
The estimated fair values of assets acquired and liabilities assumed were primarily based on information that was available as of the Closing Date. The methodology used to estimate the fair values to apply purchase accounting and the ongoing financial statement impact, if any, are summarized below.
67
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Accounting Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of management, the Chief Executive Officer and Chief Accounting Officer of the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“2013 Framework”) (“COSO”). Based on such evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.
Item 9B. OTHER INFORMATION
None.
68
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
The following table sets forth information regarding our executive officers and directors:
Name |
|
Age |
|
Position(s) |
Mary B. Fedewa |
|
58 |
|
President, Chief Executive Officer and Director |
Adam Gallistel |
|
48 |
|
Director |
Jesse Hom |
|
40 |
|
Director |
Daniel Santiago |
|
35 |
|
Director |
Marc Zahr |
|
44 |
|
Director |
Michael Reiter |
|
46 |
|
Director |
Craig A. Barnett |
|
46 |
|
Executive Vice President – Credit & Real Estate Underwriting |
Chad A. Freed |
|
50 |
|
Executive Vice President – General Counsel, Chief Compliance Officer and Secretary |
Tyler S. Maertz |
|
45 |
|
Executive Vice President - Acquisitions |
Lori Markson |
|
51 |
|
Executive Vice President – Portfolio Operations |
David Alexander McElyea |
|
49 |
|
Executive Vice President – Portfolio Management & Business Analytics |
Ashley A. Dembowski |
|
39 |
|
Senior Vice President – Chief Accounting Officer |
Set forth below is biographical information with respect to each of our directors and executive officers as of the date of this Annual Report. With respect to the directors, the following information also describes the specific experience, qualifications, attributes and skills that qualify each director to serve on STORE’s Board.
Directors
Mary B. Fedewa co-founded STORE in May 2011 and has served as STORE’s Chief Executive Officer and President since April 2021 and September 2020, respectively, having previously served as STORE’s Chief Operating Officer from October 2017 to September 2020, as Executive Vice President – Acquisitions, Assistant Secretary and Assistant Treasurer from May 2011 to October 2017, and as a director since 2016. Ms. Fedewa has over 20 years of experience in a broad range of financial services. Prior to co-founding STORE, Ms. Fedewa spent several years investing as principal in single-tenant commercial real estate for private real estate companies. From 2004 to 2007, Ms. Fedewa was a Managing Director of Acquisitions at Spirit Finance Corporation (later renamed Spirit Realty Capital, Inc. and subsequently acquired by Realty Income Corporation (NYSE: O)) (“Spirit”), a real estate investment trust (“REIT”), originating net-lease transactions in a variety of industries across the United States. Prior to Spirit, Ms. Fedewa held numerous positions within GE Capital, including as a Senior Vice President of GE Capital Franchise Finance Corporation (“GE Franchise Finance”), which was the successor company to Franchise Finance Corporation of America (“FFCA”), a Scottsdale, Arizona-based REIT acquired by GE Capital in 2001. Throughout her GE Capital tenure, Ms. Fedewa held leadership positions within Mortgage Insurance, Private Label Financing and Commercial Finance. While at GE Capital, Ms. Fedewa was awarded a Six Sigma Black Belt and also served as a GE Quality Leader. Ms. Fedewa attended North Carolina State University, where she graduated summa cum laude with a B.A. degree in Business Management with a concentration in Finance.
Adam Gallistel has served as a director since February 2023. Mr. Gallistel joined GIC in 2004 and is a Managing Director and Regional Head of Americas, Real Estate. Mr. Gallistel leads GIC’s real estate equity and debt investment activities across the Americas. He is a member of GIC’s Real Estate Investment Committee, which oversees GIC’s global real estate investments. Mr. Gallistel is also the Head of GIC’s New York Office, which has over 225 employees. Prior to joining GIC, Mr. Gallistel held positions at LaSalle Investment Management and The Concord Group. Mr. Gallistel holds a bachelor’s degree in History from the University of Pennsylvania and an M.B.A., with honors, from Columbia Business School. Mr. Gallistel currently serves on the boards of CoreSite and PREA and is an Executive Committee member of the Samuel Zell & Robert Lurie Real Estate Center of the University of Pennsylvania’s Wharton School of Business.
69
Jesse Hom has served as a director since February 2023. Mr. Hom joined GIC in 2008 and is a Managing Director and Global Head of Real Estate Credit and Capital Markets. Mr. Hom focuses on driving performance and growth across both GIC’s Real Estate credit and equity businesses. Prior to joining GIC, Mr. Hom was an investment banking analyst at JP Morgan, where he focused on origination and structuring for their CMBS structured products group. Mr. Hom serves as a board member at Safehold Inc. (NYSE: SAFE) and several other private real estate companies. Mr. Hom holds a bachelor’s degree in Real Estate Finance from the School of Hotel Administration at Cornell University.
Daniel Santiago has served as a director since February 2023. Mr. Santiago joined GIC in 2014 and is a Senior Vice President on the Americas Real Estate Investment team, where he leads the region’s net lease real estate investments and relationships in the triple net lease space. Prior to his current position, Mr. Santiago oversaw GIC Americas’ public REIT investments across several sectors, such as triple net lease, industrial, malls, strips, multifamily, office, healthcare, hospitality, datacenters and self-storage. Prior to joining GIC, Mr. Santiago was an investment banking analyst at Credit Suisse Brazil. Mr. Santiago holds a bachelor’s degree in Economics from the São Paulo School of Economics (“EESP-FGV”).
Marc Zahr has served as a director since February 2023. Mr. Zahr is the Founder, President and Chairman of the Board of Trustees of Blue Owl Real Estate Net Lease Trust, a private REIT, a member of the Blue Owl Capital Inc.’s Executive Committee, and a member of the firm’s Board of Directors. As the Head of the Blue Owl Real Estate division, Mr. Zahr is responsible for the overall direction and leadership of all real estate related activities. He manages and oversees the firm’s investment activities which include sourcing, underwriting and negotiating all acquisitions. Mr. Zahr also leads the real estate Investment Committees and new product development. Mr. Zahr was honored as one of Crain’s Chicago Business’s 40 Under 40 for 2018. Prior to Blue Owl, Mr. Zahr served as Vice President at American Realty Capital where he was responsible for the analytics and acquisition activities within the company’s real estate portfolios. Mr. Zahr also served as a Fixed Income Trader at TM Associates and an Associate at Merrill Lynch. Mr. Zahr received a B.A. in Communications from the University of Dayton.
Michael Reiter has served as a director since February 2023. Mr. Reiter is the Chief Operating Officer of Blue Owl Real Estate, a member of the Board of Trustees of Blue Owl Real Estate Net Lease Trust, a private REIT, and a member of the real estate Investment Committees. Mr. Reiter is responsible for the oversight, implementation and execution of the Company’s capital markets, business development, investment and asset management activities. Prior to Blue Owl, Mr. Reiter served as a Managing Director in the Real Estate Investment Management division at Cantor Fitzgerald. Mr. Reiter was a member of the Board of Trustees of Plymouth Industrial REIT, Inc. and a Senior Vice President and Head of Capital Markets at VEREIT, Inc. and American Realty Capital, where he was responsible for real estate acquisitions, capital markets and business development. Mr. Reiter commenced his career as a Certified Public Accountant at Ernst & Young as a Manager in the real estate advisory and assurance practices. Mr. Reiter received his B.S. in Economics from the University of Wisconsin, Madison and his M.S. in Accounting, cum laude, from the University of Notre Dame.
Executive Officers
Craig A. Barnett has served as STORE’s Executive Vice President – Credit & Real Estate Underwriting since January 2024, having previously served as Executive Vice President – Underwriting & Portfolio Management from September 2020 through December 2023. Prior to his appointment as an Executive Vice President, Mr. Barnett served in various leadership roles at STORE for nearly 11 years, most recently as Senior Vice President – Portfolio Management. After joining STORE as a senior underwriter in 2011, Mr. Barnett played an integral role in growing STORE’s transaction volume to over $9.0 billion. Mr. Barnett has nearly 20 years of broad-based commercial real estate and REIT experience, including portfolio and investment management, capital transactions, investment analysis, underwriting and valuation. Prior to joining STORE, he was a Vice President of Franchise Capital Advisors and held leadership positions at GE Capital and FFCA. Mr. Barnett received a B.S. degree in Finance from Arizona State University’s W.P. Carey School of Business.
Chad A. Freed has served as STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary since August 2019. Prior to joining STORE, Mr. Freed served as the General Counsel, Executive Vice President of Corporate Development of Universal Technical Institute, Inc. (NYSE: UTI) (“UTI”), an education company, from June 2015 to August 2019. Mr. Freed previously served as UTI’s General Counsel, Senior Vice President of Business Development from March 2009 to June 2015, as Senior Vice President, General Counsel from February 2005 to March 2009 and as inside legal counsel and Corporate Secretary since March 2004. Prior to joining UTI, Mr. Freed was a Senior Associate in the Corporate Finance and Securities department at Bryan Cave LLP. Mr. Freed received his Juris Doctor from Tulane University and a B.S. degree in International Business and French from Pennsylvania State University.
70
Tyler S. Maertz has served as STORE’s Executive Vice President – Acquisitions since September 2020. Prior to his appointment, Mr. Maertz served in various capacities at STORE, having joined STORE shortly after inception as the initial member of STORE’s direct acquisitions team, most recently as Senior Managing Director – Western Territory. Mr. Maertz served in various positions with GE Capital for 11 years prior to joining STORE, including as a member of the sales team at GE Franchise Finance, actively managing the customer relationships for a portfolio of assets approaching $1 billion, and leading the Financial Planning & Analysis group at GE Franchise Finance. Mr. Maertz graduated with honors from GE’s Financial Management Program, a renowned leadership training program. Mr. Maertz received a Bachelor of Business Administration degree in Finance & Accounting from the University of Notre Dame and an M.B.A. degree from Arizona State University’s W.P. Carey School of Business, and is a CFA charterholder.
Lori Markson has served as STORE’s Executive Vice President – Portfolio Operations since February 2022 having previously served as Senior Vice President – Portfolio Operations and in various other leadership roles at STORE from 2016 to February 2022. Ms. Markson has 25 years of broad-based commercial lending and real estate experience, including underwriting, asset management, operations and valuation. Prior to joining STORE, she had a 15-year career at GE Franchise Finance where she served as Managing Director of Underwriting and Portfolio Management and Vice President of Underwriting. Prior to GE Franchise Finance, Ms. Markson held positions in commercial real estate underwriting and loan origination. Ms. Markson earned a B.A. degree in Economics from The University of California, Los Angeles.
David Alexander McElyea has served as STORE’s Executive Vice President – Portfolio Management & Business Analytics since January 2024, having previously served as Executive Vice President – Data Analytics & Business Strategy from February 2022 through December 2023 and as Senior Vice President – Business Analytics from October 2021 to February 2022. In his capacity, Mr. McElyea oversees the management of STORE’s investment portfolio and the development of STORE’s advanced analytics models and the ongoing development of its enterprise business intelligence platform. Mr. McElyea has 20 years of experience in analytic roles within the financial services industry. Prior to joining STORE, Mr. McElyea spent four years with OneAZ Credit Union, most recently in the role of Chief Data Analytics Officer, and prior to that, Mr. McElyea spent five years with American Express Company in marketing science and analytics roles. Mr. McElyea earned a B.A. degree in Economics from Arizona State University and an M.B.A. degree from Arizona State University’s W.P. Carey School of Business.
Ashley A. Dembowski has served as STORE’s Senior Vice President – Chief Accounting Officer since April 2022, having previously served as STORE’s Corporate Controller and Vice President – Director of Accounting since joining the STORE in June of 2020. In these roles, Ms. Dembowski serves as the Company’s principal financial officer, leading STORE’s corporate accounting team in all aspects of the monthly close and financial accounting and the audit and Sarbanes-Oxley (SOX) compliance processes and working closely with executive management and department leaders. Prior to joining the STORE, Ms. Dembowski was a Senior Manager in the audit practice of Ernst & Young LLP (“EY”). During her 12+ year tenure with EY, Ms. Dembowski served a variety of private and public clients primarily in the real estate sector, including REITs, and has extensive experience in the application of GAAP accounting standards and technical accounting, SEC reporting, and SOX standards, leading over 20 professionals through all aspects of audit execution. Ms. Dembowski is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Dembowski earned a Bachelor of Science degree in Accountancy from Arizona State University.
Role of Our Board
Our Board serves as the ultimate decision-making body of STORE playing a critical role in the strategic planning process and strategy. Our Board selects and oversees the members of our senior management team, who are charged by our Board with conducting the day-to-day business of STORE.
Our Board is comprised of representatives appointed by each of our members in accordance with the terms of our operating agreement. The term of any director will begin at his or her appointment and will continue until removed by or as a result of death, voluntary resignation or action by the common member designating such director. In the event of removal of a director, the resulting vacancy shall be filled by the member that designated the removed director.
As of the date of this Annual Report, the Company’s Board does not have any standing committees.
71
Code of Ethics
Our Board has adopted a Code of Business Conduct and Ethics that apply to all our directors, officers and employees. A current version of this code is available free of charge by contacting Chad A. Freed, our Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255.
Changes to Security Holder Director Nomination Procedures
Following the closing of the Merger, board members are appointed pursuant to the provisions of our operating agreement.
Item 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
2023 Executive Compensation
In this section, we describe the material components of the executive compensation program for the Company’s Named Executive Officers (“NEOs”), whose compensation is set forth in the Summary Compensation Table below. We also provide an overview of the Company’s executive compensation philosophy and executive compensation program.
For 2023, the Company’s NEOs were:
Named Executive Officer |
|
Title as of December 31, 2023 |
Mary B. Fedewa |
|
Chief Executive Officer and President |
Chad A. Freed |
|
Executive Vice President – General Counsel, Chief Compliance Officer and Secretary |
Craig A. Barnett |
|
Executive Vice President – Credit & Real Estate Underwriting |
Tyler S. Maertz |
|
Executive Vice President – Acquisitions |
Ashley A. Dembowski |
|
Senior Vice President – Chief Accounting Officer |
Compensation Philosophy and Objectives
For 2023, following the closing of the Merger, our Board approved a program that contained a competitive annual base salary but that was weighted towards variable at-risk pay elements through the use of short-term and long-term cash incentives. Under this program, NEOs are required to contribute to STORE’s achievement of measurable financial performance metrics in order to increase their cash compensation. Each element of the 2023 compensation program is discussed in more detail below.
How We Determine Compensation
Following the closing of the Merger, our Board oversees the design, development and implementation of the executive compensation program and is primarily responsible for reviewing and approving the compensation policies and the compensation paid to the NEOs. Our Chief Executive Officer works closely with the Board to provide input into the compensation program design.
72
Components of 2023 Compensation
The components of the NEOs’ 2023 compensation were set forth in agreements entered into upon the closing of the Merger. For 2023, the compensation of the NEOs consisted of three principal components:
|
|
|
|
|
Compensation Element |
|
Purpose of Compensation Element |
|
Key Features of Compensation Element |
Base Salary |
|
• A stable means of cash compensation designed to provide competitive compensation that reflects the contributions and skill levels of each executive. |
|
• Paid in cash |
Short-Term Incentives |
|
• The annual cash bonus program is designed to motivate the executive officers to achieve performance goals established by the Board that reinforces the Company's annual business plan and assists STORE in attracting and retaining qualified executives. |
|
• The threshold, target and maximum dollar amounts for short-term incentive compensation are set by the Board. |
Long-Term Incentives |
|
• The long-term cash incentive program motivates the executive officers to achieve longer-term performance goals established by the Board, supports the Company’s long term strategic incentives and helps to maintain the competitiveness of the total compensation package. |
|
• For Ms. Fedewa and Messrs. Freed, Barnett and Maertz, to vest as of the end of a three-year performance period ending December 31, 2025 and paid following certification of achievement of the stated performance metrics. For 2023, Ms. Dembowski participated in a separate program for certain participants below the level of Executive Vice President in which the participants were granted time-based cash awards that vest and are paid out ratably over a three-year period. |
Set forth below is a discussion of each of the principal components of 2023 compensation for the NEOs.
Base Salary
The following table shows the 2023 base salaries of the current NEOs:
Name |
|
Base Salary |
|
|
Mary B. Fedewa |
|
$ |
795,000 |
|
Chad. A. Freed |
|
|
420,000 |
|
Craig A. Barnett |
|
|
391,875 |
|
Tyler S. Maertz |
|
|
365,750 |
|
Ashley A. Dembowski |
|
|
282,994 |
|
Short-Term Incentives
For 2023, the Board approved the following threshold, target and maximum cash bonus award opportunities, expressed as a percentage of base salary, which the NEOs were eligible to receive under the annual cash bonus program. Straight line interpolation is used to determine awards for results in between performance levels:
|
Payout Opportunities |
|
||||||||||
|
(as a percentage of base salary) |
|
||||||||||
Name |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|||
Mary B. Fedewa |
|
|
75.0 |
% |
|
|
150.0 |
% |
|
|
300.0 |
% |
Chad. A. Freed |
|
|
37.5 |
% |
|
|
75.0 |
% |
|
|
150.0 |
% |
Craig A. Barnett |
|
|
37.5 |
% |
|
|
75.0 |
% |
|
|
150.0 |
% |
Tyler S. Maertz |
|
|
37.5 |
% |
|
|
75.0 |
% |
|
|
150.0 |
% |
Ashley A. Dembowski |
|
|
56.3 |
% |
|
|
75.0 |
% |
|
|
93.8 |
% |
73
The compensation program as adopted by the Board provided that all of the NEOs would be eligible to earn annual cash bonuses based on STORE’s achievement of identified corporate performance metrics (as described in more detail below).
The corporate performance metrics in effect for the 2023 annual incentive program included (as applicable to each NEO participant):
Metric |
|
Definition |
Net Origination Volume |
|
The dollar value of the Company’s acquisition gross volume (equal to the sum of (a) the aggregate purchase price for all properties acquired, and (b) the aggregate principal amount of all loans or construction draws funded by the Company) during such year less the dollar value of the Company’s property dispositions (equal to the aggregate purchase price received by the Company for all properties sold and aggregate amount of all loans re-paid) during such year. |
Average Levered Equity Spread on New Originations |
|
The weighted average equity spread for the Company, taken as a whole, annually via weighting it by deal size. The equity spread of each acquisition of any property is determined by: (a) the capitalization rate on the sale-leaseback transaction for such property, calculated as the initial annualized base rent and interest divided by the purchase price of such property, less (b) the Company’s cost of funds. |
Portfolio Lease Term |
|
The weighted average (based on annual base rent and interest) remaining lease term of all leases in effect as of December 31 of the applicable performance period. |
Portfolio Bad Debt |
|
The number, expressed as a percentage, equal to (a) the total contracted cash base rent and interest payable on all leases in effect during the applicable year (or such shorter period during such year during which such leases were in effect) less the actual cash rent and interest received on such leases during such period, divided by (b) the total contracted cash base rent and interest on all leases in effect during the applicable year. |
Portfolio Bad Debt (Amendments and Re-lets) |
|
The number, expressed as a percentage, equal to: (A + B) / C, where: |
Levered Cash Yield |
|
The number, expressed as a percentage, equal to (a) the Company’s annual net operating income (annual owed cash base rent and interest minus bad debt) for the applicable year less (i) the Company’s general and administrative expenses for such year, less (ii) the Company’s total interest expense for such year and less (iii) maintenance capex and operational expenses, divided by (b) the average invested equity over the course of such year. |
The percentage that each of the foregoing metrics was weighed varied among the NEOs depending upon their position and the relative importance that each such metric represented as to a particular NEO’s job duties. In addition, the Board of Directors adopted threshold, target and maximum goal levels for each corporate performance metric.
2023 Payouts
The following table shows the actual payouts for each NEO for 2023:
NEO |
|
Actual Payout |
|
|
% of Maximum |
|
||
Mary B. Fedewa |
|
$ |
2,378,428 |
|
|
|
99.7 |
% |
Chad. A. Freed |
|
|
628,264 |
|
|
|
99.7 |
% |
Craig A. Barnett |
|
|
560,950 |
|
|
|
95.4 |
% |
Tyler S. Maertz |
|
|
523,553 |
|
|
|
95.4 |
% |
Ashley A. Dembowski |
|
|
224,980 |
|
|
|
84.8 |
% |
Long-Term Incentives
During 2023, we granted long-term cash incentives to the Named Executive Officers. For Ms. Fedewa and Messrs. Freed, Barnett and Maertz, these cash-based awards vest at the end of a three-year performance period ending December 31, 2025 based on
74
the achievement of specified corporate performance metrics. The corporate performance metrics in effect for the 2023 long-term incentive grants included:
Metric |
|
Definition |
Portfolio Lease Term |
|
The weighted average (based on annual base rent and interest) remaining lease term of all leases in effect as of December 31 of the applicable performance period. |
Levered Cash on Cash Yield |
|
The average of the Levered Cash Yield for the performance period. |
Volume Adjusted Levered Equity Spread |
|
Net Origination Volume for the performance period, multiplied by the Average Levered Equity Spread on New Originations for the performance period. |
Median Portfolio 4-Wall |
|
The median 4-wall coverage ratio for all Company tenants based on the most recently received financial statements as of December 31 of the applicable performance period. |
3 Year Vehicle IRR |
|
The levered net internal rate of return over the performance period. |
For 2023, Ms. Dembowski participated in a separate program for certain participants below the level of Executive Vice President in which the participants were granted time-based cash awards that vest and are paid out ratably over a three-year period.
401(k) Plan
We have established a 401(k) retirement savings plan (the “401(k) Plan”) for the Company’s employees who satisfy certain eligibility requirements. The NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation within prescribed limits, generally on a pre- or post-tax basis, through contributions to the 401(k) Plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for retirement savings though the 401(k) Plan, and making fully vested matching contributions, adds to the overall desirability of the executive compensation package and provides further incentives to employees, including the NEOs, in accordance with the compensation policies.
Severance and Change in Control Arrangements
The NEOs are eligible for severance payments and benefits in the event of an involuntary termination of employment without “cause” or for “good reason,” as provided in their respective employment agreements entered into upon the closing of the Merger.
For detailed information on the estimated potential payments and benefits payable to the NEOs in the event of their termination of employment under the employment agreements, see the section titled “Potential Payments Upon Termination or Change in Control.”
Perquisites and Other Personal Benefits
We do not provide the NEOs with perquisites or other personal benefits, except for a long-term disability policy (not to exceed $15,000 per year or such higher amount as is subsequently approved by the Board), reimbursement for the costs of an annual physical (not to exceed $2,500 per year or such higher amounts as is subsequently approved by the Board), and reimbursement for the monthly dues at a fitness or country club (not to exceed $1,000 per month or such higher amounts as is subsequently approved by the Board). These items are provided because we believe that they serve a necessary business purpose and represent an immaterial element of the executive compensation program. The value of these perquisites is reported in the Summary Compensation Table.
We do not provide tax reimbursements or any other tax payments, including excise tax “gross-ups,” to any of the executive officers.
75
BOARD REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has reviewed the disclosures in the section titled “Compensation Discussion and Analysis” contained in this Annual Report and has discussed such disclosures with the management of the Company. Based on such review and discussion, the Board of Directors recommended that the “Compensation Discussion and Analysis” be included in this Annual Report on Form 10-K for the year ended December 31, 2023.
The Board of Directors
Mary B. Fedewa
Adam Gallistel
Jesse Hom
Daniel Santiago
Marc Zahr
Michael Reiter
76
COMPENSATION TABLES
Summary Compensation Table
The following table sets forth for each of the Named Executive Officers the compensation amounts paid or earned for the fiscal years ended December 31, 2023, 2022 and 2021.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Stock Awards (b)(c) |
|
|
Non-Equity Incentive Plan Compensation (d) |
|
|
All Other Compensation (e) |
|
|
Total |
|
||||||
Mary B. Fedewa |
|
2023 |
|
$ |
795,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,378,428 |
|
|
$ |
36,035 |
|
|
$ |
3,209,463 |
|
Chief Executive Officer and President |
|
2022 |
|
|
795,000 |
|
|
|
— |
|
|
|
4,988,030 |
|
|
|
2,378,428 |
|
|
|
37,535 |
|
|
|
8,198,993 |
|
|
|
2021 |
|
|
705,139 |
|
(a) |
|
— |
|
|
|
4,535,096 |
|
|
|
1,756,265 |
|
|
|
31,935 |
|
|
|
7,028,435 |
|
Chad A. Freed |
|
2023 |
|
|
420,000 |
|
|
|
— |
|
|
|
— |
|
|
|
628,264 |
|
|
|
28,839 |
|
|
|
1,077,103 |
|
Executive Vice President – General Counsel, |
|
2022 |
|
|
420,000 |
|
|
|
— |
|
|
|
980,761 |
|
|
|
628,264 |
|
|
|
27,839 |
|
|
|
2,056,864 |
|
Chief Compliance Officer and Secretary |
|
2021 |
|
|
400,000 |
|
|
|
— |
|
|
|
926,330 |
|
|
|
508,117 |
|
|
|
28,810 |
|
|
|
1,863,257 |
|
Craig A. Barnett |
|
2023 |
|
|
391,875 |
|
|
|
— |
|
|
|
— |
|
|
|
560,950 |
|
|
|
16,962 |
|
|
|
969,787 |
|
Executive Vice President – Credit & |
|
2022 |
|
|
375,000 |
|
|
|
— |
|
|
|
818,395 |
|
|
|
560,950 |
|
|
|
17,947 |
|
|
|
1,772,292 |
|
Real Estate Underwriting |
|
2021 |
|
|
375,000 |
|
|
|
— |
|
|
|
789,464 |
|
|
|
476,360 |
|
|
|
16,836 |
|
|
|
1,657,660 |
|
Tyler S. Maertz |
|
2023 |
|
|
365,750 |
|
|
|
— |
|
|
|
— |
|
|
|
523,553 |
|
|
|
17,302 |
|
|
|
906,605 |
|
Executive Vice President – Acquisitions |
|
2022 |
|
|
350,000 |
|
|
|
— |
|
|
|
763,820 |
|
|
|
523,553 |
|
|
|
17,598 |
|
|
|
1,654,971 |
|
|
|
2021 |
|
|
357,821 |
|
|
|
— |
|
|
|
744,693 |
|
|
|
444,603 |
|
|
|
16,101 |
|
|
|
1,563,218 |
|
Ashley A. Dembowski |
|
2023 |
|
|
282,994 |
|
|
|
— |
|
|
|
— |
|
|
|
279,980 |
|
|
|
13,200 |
|
|
|
576,174 |
|
Senior Vice President – Chief |
|
2022 |
|
|
261,099 |
|
|
|
206,250 |
|
|
|
165,000 |
|
|
|
— |
|
|
|
12,200 |
|
|
|
644,549 |
|
Accounting Officer |
|
2021 |
|
|
215,000 |
|
|
|
161,250 |
|
|
|
80,000 |
|
|
|
— |
|
|
|
11,600 |
|
|
|
467,850 |
|
Name |
|
Year |
|
|
Disability Insurance Premium |
|
|
Annual Physical |
|
|
Club Dues |
|
|
401(k) Match |
|
|
Total |
|
||||||
Mary B. Fedewa |
|
|
2023 |
|
|
$ |
8,335 |
|
|
$ |
2,500 |
|
|
$ |
12,000 |
|
|
$ |
13,200 |
|
|
$ |
36,035 |
|
|
|
|
2022 |
|
|
|
8,335 |
|
|
|
5,000 |
|
|
|
12,000 |
|
|
|
12,200 |
|
|
|
37,535 |
|
|
|
|
2021 |
|
|
|
8,335 |
|
|
|
- |
|
|
|
12,000 |
|
|
|
11,600 |
|
|
|
31,935 |
|
Chad A. Freed |
|
|
2023 |
|
|
|
3,639 |
|
|
|
— |
|
|
|
12,000 |
|
|
|
13,200 |
|
|
|
28,839 |
|
|
|
|
2022 |
|
|
|
3,639 |
|
|
|
— |
|
|
|
12,000 |
|
|
|
12,200 |
|
|
|
27,839 |
|
|
|
|
2021 |
|
|
|
5,210 |
|
|
|
— |
|
|
|
12,000 |
|
|
|
11,600 |
|
|
|
28,810 |
|
Craig A. Barnett |
|
|
2023 |
|
|
|
3,272 |
|
|
|
— |
|
|
|
490 |
|
|
|
13,200 |
|
|
|
16,962 |
|
|
|
|
2022 |
|
|
|
5,306 |
|
|
|
- |
|
|
|
441 |
|
|
|
12,200 |
|
|
|
17,947 |
|
|
|
|
2021 |
|
|
|
3,913 |
|
|
|
1,323 |
|
|
|
— |
|
|
|
11,600 |
|
|
|
16,836 |
|
Tyler S. Maertz |
|
|
2023 |
|
|
|
3,059 |
|
|
|
— |
|
|
|
1,043 |
|
|
|
13,200 |
|
|
|
17,302 |
|
|
|
|
2022 |
|
|
|
5,398 |
|
|
|
— |
|
|
|
— |
|
|
|
12,200 |
|
|
|
17,598 |
|
|
|
|
2021 |
|
|
|
4,501 |
|
|
|
— |
|
|
|
— |
|
|
|
11,600 |
|
|
|
16,101 |
|
Ashley A. Dembowski |
|
|
2023 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,200 |
|
|
|
13,200 |
|
|
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,200 |
|
|
|
12,200 |
|
|
|
|
2021 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,600 |
|
|
|
11,600 |
|
77
Grants of Plan-Based Awards
The following table shows information regarding grants of non-equity plan-based awards made by us during 2023 to the NEOs.
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) |
|
|||||||||
Name |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|||
Mary B. Fedewa |
|
$ |
5,167,500 |
|
|
$ |
14,906,250 |
|
|
$ |
43,526,250 |
|
Chad A. Freed |
|
|
1,056,300 |
|
|
|
3,011,400 |
|
|
|
8,719,200 |
|
Craig A. Barnett |
|
|
930,703 |
|
|
|
2,645,157 |
|
|
|
7,641,565 |
|
Tyler S. Maertz |
|
|
868,657 |
|
|
|
2,468,814 |
|
|
|
7,132,128 |
|
Ashley A. Dembowski |
|
|
324,184 |
|
|
|
377,246 |
|
|
|
430,307 |
|
The table below shows the breakdown between the possible future payouts under the short-term annual incentive program (consisting of the annual cash bonus amounts and, in the case of Ms. Dembowski, the vesting of time-based cash awards granted in 2023) and the estimated future payouts under the long-term cash incentive plan. Under the long-term cash incentive plan, awards are granted once every three years. The awards granted to Ms. Fedewa and Messrs. Freed, Barnett and Maertz in 2023 vest as of the end of a three-year performance period ending December 31, 2025 and amounts earned, if any, will be paid at one time in 2026 following certification of achievement of the stated performance metrics. It is anticipated that new awards would then be granted in 2026 for potential payout in 2029.
|
|
Short-Term Incentives |
|
|||||||||
Name |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|||
Mary B. Fedewa |
|
$ |
596,250 |
|
|
$ |
1,192,500 |
|
|
$ |
2,385,000 |
|
Chad A. Freed |
|
|
157,500 |
|
|
|
315,000 |
|
|
|
630,000 |
|
Craig A. Barnett |
|
|
146,953 |
|
|
|
293,906 |
|
|
|
587,813 |
|
Tyler S. Maertz |
|
|
137,156 |
|
|
|
274,313 |
|
|
|
548,625 |
|
Ashley A. Dembowski |
|
|
159,184 |
|
|
|
212,246 |
|
|
|
265,307 |
|
|
|
Long-Term Incentives |
|
|||||||||
Name |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|||
Mary B. Fedewa |
|
$ |
4,571,250 |
|
|
$ |
13,713,750 |
|
|
$ |
41,141,250 |
|
Chad A. Freed |
|
|
898,800 |
|
|
|
2,696,400 |
|
|
|
8,089,200 |
|
Craig A. Barnett |
|
|
783,750 |
|
|
|
2,351,251 |
|
|
|
7,053,752 |
|
Tyler S. Maertz |
|
|
731,500 |
|
|
|
2,194,501 |
|
|
|
6,583,503 |
|
Ashley A. Dembowski |
|
|
165,000 |
|
|
|
165,000 |
|
|
|
165,000 |
|
Pension Benefits and Nonqualified Deferred Compensation
There were no deferred compensation or defined benefit plans in place for 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
During 2023, Ms. Fedewa and Messrs. Freed, Barnett and Maertz were party to employment agreements (each, an “Employment Agreement,” and collectively, the “Employment Agreements”) with STORE Capital Advisors, LLC, an Arizona limited liability company and wholly owned subsidiary of STORE (“STORE Capital Advisors”), and STORE, as the guarantor of the obligations of STORE Capital Advisors thereunder. The Employment Agreements have terms that run through February 2, 2026 and are subject to automatic one-year renewal terms unless either party gives the other not less than ninety (90) days’ advance notice of nonrenewal. The Employment Agreements include provisions that required STORE or its successors to pay or provide certain compensation and benefits to the NEOs in the event of certain terminations of employment.
78
Types of Compensation Payable upon Termination of Employment
The table below reflects the types of compensation payable pursuant to the Employment Agreements to Ms. Fedewa and Messrs. Freed, Barnett and Maertz in the event of a termination of the NEO’s employment under the various circumstances described below (in addition to any base salary, incentive bonus and other benefits that have been earned and accrued prior to the date of termination and reimbursement of expenses incurred prior to the date of termination):
Termination Scenario |
|
Cash Severance |
|
LTIP |
|
Other Benefits(a) |
Death or Disability |
|
Pro rata portion of target incentive bonus for which the NEO was eligible in the year of termination. |
|
A cash payment equal to the pro rata portion of the LTIP payment that the executive would have received for any performance period that had not been completed as of the date of such termination if the executive had continued in employment through the end of the performance period, if any, based on the Board’s determination of actual performance for the entire performance period (the “Pro-Rated LTIP Payments”). |
|
For a period of up to 18 months, the excess of (1) the amount the NEO was required to pay monthly to maintain coverage under COBRA over (2) the amount the NEO would have paid monthly if he or she had continued to participate in the Company’s medical and health benefits plan. |
Without “Cause”(b) or for “Good Reason”(c) |
|
An amount equal to the sum of: |
|
Pro-Rated LTIP Payments, as defined above. |
|
For a period of up to 12 months, the excess of (i) the amount the NEO was required to pay monthly to maintain coverage under COBRA over (ii) the amount the NEO would have paid monthly if he or she had continued to participate in the Company’s medical and health benefits plan. |
79
Potential Payments upon Termination
The following table shows the estimated payments that are payable to each NEO under the Employment Agreements if a termination “without cause” or resignation for “good reason,” had occurred on December 31, 2023.
Name |
|
Benefit |
|
Death or Disability |
|
|
Termination without Cause or Resignation for Good Reason (a) |
|
||
Mary B. Fedewa |
|
Cash Severance |
|
$ |
1,192,500 |
|
|
$ |
2,385,000 |
|
|
|
Long-term Incentive Plan |
|
|
4,571,250 |
|
|
|
4,571,250 |
|
|
|
Health Benefits |
|
|
16,562 |
|
|
|
11,042 |
|
|
|
Total |
|
|
5,780,312 |
|
|
|
6,967,292 |
|
Chad A. Freed |
|
Cash Severance |
|
|
315,000 |
|
|
|
735,000 |
|
|
|
Long-term Incentive Plan |
|
|
898,800 |
|
|
|
898,800 |
|
|
|
Health Benefits |
|
|
21,292 |
|
|
|
14,195 |
|
|
|
Total |
|
|
1,235,092 |
|
|
|
1,647,995 |
|
Craig Barnett |
|
Cash Severance |
|
|
293,906 |
|
|
|
685,781 |
|
|
|
Long-term Incentive Plan |
|
|
783,750 |
|
|
|
783,750 |
|
|
|
Health Benefits |
|
|
21,308 |
|
|
|
14,205 |
|
|
|
Total |
|
|
1,098,964 |
|
|
|
1,483,736 |
|
Tyler S. Maertz |
|
Cash Severance |
|
|
274,313 |
|
|
|
640,063 |
|
|
|
Long-term Incentive Plan |
|
|
731,500 |
|
|
|
731,500 |
|
|
|
Health Benefits |
|
|
21,292 |
|
|
|
14,195 |
|
|
|
Total |
|
|
1,027,105 |
|
|
|
1,385,758 |
|
Ashley A. Dembowski |
|
Cash Severance |
|
|
— |
|
|
|
— |
|
|
|
Long-term Incentive Plan |
|
|
— |
|
|
|
— |
|
|
|
Health Benefits |
|
|
— |
|
|
|
— |
|
|
|
Total |
|
|
— |
|
|
|
— |
|
OTHER COMPENSATION MATTERS
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Ms. Fedewa, STORE Capital LLC’s Chief Executive Officer for 2023. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For 2023, the median of the annual total compensation (inclusive of base salary, bonus and other items, as discussed below) of all employees of the company (other than our Chief Executive Officer) was $140,071. The total annualized compensation of Ms. Fedewa, as reported above in the Summary Compensation Table, was $3,209,463.
Based on this information, for 2023, the ratio of the annual total compensation of Ms. Fedewa, the Chief Executive Officer for fiscal 2023, to the median of the annual total compensation of all employees was 22.9 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, we took the following steps:
80
Supplemental Pay Ratio
Under the long-term incentive plan for our NEOs, these cash-based awards vest at the end of the three-year performance period ending December 31, 2025 and are paid following certification of achievement of the stated performance metrics. Since no portion of these awards were earned in 2023, Ms. Fedewa’s total annualized compensation for 2023 for purposes of the pay ratio disclosed above does not include any amounts related to the long-term incentive plan. This same outcome will be reflected in the 2024 pay ratio. For 2025, assuming achievement of the performance metrics for the long-term incentive plan, all three years of that award will be paid at once, resulting in a material increase in the pay ratio for that year.
We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO pay and how it compares to the pay of the median employee. As such, we are providing a supplemental ratio that compares the CEO’s regular annual pay, including an estimate of the annualized portion of the long-term incentive plan assuming achievement of the performance metrics at the target level, to the pay of the median-paid employee as we believe that this supplemental ratio reflects a more representative comparison. The resulting supplemental CEO pay ratio is 55.5 to 1.
2023 Director Compensation
In this section, we describe the material components of the director compensation program for STORE Capital Corporation’s 2023 Board of Directors. During the period from January 1, 2023 through February 2, 2023, the following individuals served on the STORE Capital Corporation’s Board of Directors:
Jawad Ahsan |
|
William F. Hipp |
Joseph M. Donovan |
|
Tawn Kelley |
David M. Edwards |
|
Catherine D. Rice |
Mary B. Fedewa (a) |
|
Quentin P. Smith, Jr. |
Morton H. Fleischer |
|
|
The following table sets forth the elements of the director compensation program in effect in for the period from January 1, 2023 through February 2, 2023:
Compensation Element |
|
Position |
|
Annual Fee |
|
|
Cash Fees: |
|
Non-Executive Chairman: |
|
$ |
140,000 |
|
|
|
Other Non-Employee Directors: |
|
$ |
85,000 |
|
Board and Committee Meeting Fees: |
|
All Non-Employee Directors: |
|
None |
|
|
Committee Chair Fee: |
|
Audit: |
|
$ |
20,000 |
|
|
|
Compensation: |
|
$ |
15,000 |
|
|
|
Investment: |
|
$ |
15,000 |
|
|
|
Nominating and Corporate Governance: |
|
$ |
12,500 |
|
In 2023, each director earned a pro-rata portion of their annual cash fees. In addition, Messrs. Donovan, Smith and Hipp earned a pro-rata portion of annual fees of $20,000, $15,000, and $15,000, respectively, for their service as the chairs of the Audit,
81
Compensation, and Investment Committees, respectively. In addition, Ms. Kelley earned a pro-rata portion of annual fees of $12,500 for her service as chair of the Nominating and Corporate Governance Committee.
The following table shows the compensation earned, and paid on February 3, 2023 in connection with the Merger, to the non-employee directors who served on the STORE Capital Corporation Board during 2023:
Name |
|
Fees earned |
|
|
Jawad Ahsan |
|
$ |
8,028 |
|
Joseph M. Donovan |
|
|
9,917 |
|
David M. Edwards |
|
|
8,028 |
|
Morton H. Fleischer |
|
|
8,028 |
|
William F. Hipp |
|
|
9,444 |
|
Tawn Kelley |
|
|
14,403 |
|
Catherine D. Rice |
|
|
8,028 |
|
Quentin P. Smith, Jr. |
|
|
9,444 |
|
Subsequent to the Merger, in accordance with the Operating Agreement of STORE Capital LLC, except for compensation paid by the Company to any independent director as approved by the Board, no Board Member shall be entitled to receive any compensation from the Company for services rendered as a Director. For the period from February 3, 2023 through December 31, 2023, there were no independent directors serving on the Board of Directors.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table shows information within our knowledge with respect to the beneficial ownership of our units of common equity as of March 1, 2024, for each person or group of affiliated persons whom we know to beneficially own more than 5% of our common equity. As of March 1, 2024, our directors and executive officers do not hold beneficial ownership of our common equity. The table is based on 1,000 units of our common equity outstanding.
Name of Greater than Five Percent Beneficial Owners |
|
Common Equity Units Beneficially Owned Number |
|
|
Percentage of Common Equity Owned |
||||
Ivory Parent, LLC |
|
|
510 |
|
|
|
51 |
|
% |
Ivory SuNNNs LLC |
|
|
490 |
|
|
|
49 |
|
% |
Securities Authorized for Issuance Under Equity Compensation Plans
Pursuant to the terms of the Merger Agreement, in connection with the completion of the Merger, our equity incentive plan was terminated effective February 3, 2023. As such, no securities were issued under our equity incentive plan during 2023 and no equity compensation plan exists as of December 31, 2023.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Independence Determinations
At the closing of the Merger, the Company delisted its common stock on the NYSE. As a result, the Company is no longer required to comply with the NYSE’s corporate governance requirements, including the requirement that a majority of its Board be comprised of; independent directors.
82
Certain Relationships and Related Party Transactions
Our Board has adopted a written statement of policy regarding transactions with related parties (our “Related Person Policy”). Our Related Person Policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K under the Securities Act of 1933, as amended) must promptly disclose to our Chief Compliance Officer any transaction in which the amount involved exceeds $1,000 and in which any related person had or will have a direct or indirect material interest and all material facts with respect thereto. Following a determination of whether the proposed transaction is material to STORE (with any transaction in which the amount involved exceeds $50,000 being deemed material for purposes of our Related Person Policy), our Chief Compliance Officer will report the transaction to our Board for its approval.
In December 2023, the Company sold certain loans and financing receivables with an aggregate carrying value of $332.0 million for an aggregate purchase price of $327.5 million to PCSD Ivory Private Limited, an entity affiliated with GIC, the Company's majority member. The purchase price was based upon a third party valuation obtained by GIC. The Company recognized a $4.7 million aggregate net loss on the sale which is recorded in the (loss) gain on disposition of real estate on the consolidated statements of operations. As part of this transaction, in January 2024 PCSD Ivory Private Limited collected 100% of the interest owed for the period December 1, 2023 to December 31, 2023. STORE’s pro rata portion of interest owed for December 2023 and collected in January 2024 is $1.1 million which is recorded as a receivable and included in other assets on the consolidated balance sheet.
In connection with the sale, the Company entered into a service contract with PCSD Ivory Private Limited and agreed to perform certain loan servicing and other administrative services with respect to the mortgage loan portfolio on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. The fee income will be recorded as other income on the consolidated statements of operations. No such amounts were recorded for the period from January 1, 2023 through February 2, 2023 or the period from February 3, 2023 through December 31, 2023.
During 2023, STORE Capital LLC entered into Administrative Management Services Agreements (“Service Agreements”) with certain affiliated entities including Ivory Parent, LLC, Waterparks LLC and Ivory Parent Waterparks, LLC. Under these Service Agreements, the Company agrees to render certain services, including but not limited to, maintenance of the books and records in exchange for a fee equal to the costs incurred to provide the services plus eight percent. Fees earned for the period from February 3, 2023 to December 31, 2023 were $42,000 and are recorded on the consolidated statement of operations as other income. These amounts remained payable to STORE as of December 31, 2023 and are recorded as a receivable and included in other assets on the consolidated balance sheet.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees paid by us to Ernst & Young LLP (“EY”) for professional services rendered:
|
|
Year Ended |
|
||||||
|
|
2023 |
|
|
2022 |
|
|||
Audit fees (a) |
|
$ |
1,584,000 |
|
|
|
$ |
1,261,650 |
|
Audit-related fees (b) |
|
|
140,000 |
|
|
|
|
58,500 |
|
Tax fees (c) |
|
|
800,624 |
|
|
|
|
362,278 |
|
All other fees |
|
|
— |
|
|
|
|
3,408 |
|
Total |
|
$ |
2,524,624 |
|
|
|
$ |
1,685,836 |
|
In 2023, our Audit Committee for the period from January 1, 2023 through February 2, 2023 and our Board of Directors for the period from February 3, 2023 through December 31, 2023 determined that the provision of services to us described in the foregoing table were compatible with maintaining the independence of EY. All (100%) of the services described in the foregoing table with
83
respect to us and our subsidiaries were approved by our Audit Committee in conformity with our pre-approval policy (as described below).
Historically, the Audit Committee and now Board of Directors, selects STORE’s independent registered public accounting firm and separately pre-approves all audit services it will provide to STORE. Our Audit Committee and now Board of Directors also reviewed and separately pre-approved all audit-related, tax and other services rendered by our independent registered public accounting firm in accordance with our Audit Committee’s charter and the Board of Directors policy on pre-approval of audit-related, tax and other services. In its review of these services and related fees and terms, our Audit Committee and Board of Directors considered, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm.
None of the services described above were approved pursuant to the de minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
84
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements. (see Item 8)
Reports of Independent Registered Public Accounting Firm (PCAOB ID
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the period January 1, 2023 through February 2, 2023, the period February 3, 2023 through December 31, 2023 and the years ended December 31, 2022 and 2021
Consolidated Statements of Comprehensive Income for the period January 1, 2023 through February 2, 2023, the period February 3, 2023 through December 31, 2023 and the years ended December 31, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the period January 1, 2023 through February 2, 2023 and the years ended December 31, 2022 and 2021
Consolidated Statements of Members' Equity for the period February 3, 2023 through December 31, 2023
Consolidated Statements of Cash Flows for the period January 1, 2023 through February 2, 2023, the period February 3, 2023 through December 31, 2023 and the years ended December 31, 2022 and 2021
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. (see schedules beginning on page F-1)
Schedule III—Real Estate and Accumulated Depreciation
Schedule IV—Mortgage Loans on Real Estate
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
3. Exhibits.
The exhibits listed below are filed as part of this Annual Report. References under the caption “Location” to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Management contracts and compensatory plans or arrangements filed as exhibits to this Annual Report are identified by an asterisk.
85
Exhibit |
|
Description |
|
Location |
2.1 |
|
|
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023. |
|
3.1 |
|
|
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023. |
|
3.2 |
|
|
|
Filed herewith. |
3.3 |
|
|
|
Filed herewith. |
3.4 |
|
|
Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023. |
|
4.1 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2023. |
|
4.2 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2015. |
|
4.3 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2016. |
|
4.4 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018. |
86
4.5 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2019. |
|
4.6 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021. |
|
4.7 |
|
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2023. |
4.8 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2018. |
|
4.9 |
|
|
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2018. |
|
4.10 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2019. |
|
4.11 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2020. |
|
4.12 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2021. |
|
4.13 |
|
|
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023. |
|
10.1 |
* |
|
Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023. |
|
10.2 |
* |
|
Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023. |
87
10.3 |
* |
|
Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023. |
|
10.4 |
* |
|
Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023. |
|
10.5 |
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2023. |
|
10.6 |
|
|
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023. |
|
10.7 |
|
|
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 14, 2023. |
|
10.8 |
|
|
|
Filed herewith. |
10.9 |
|
|
|
Filed herewith. |
10.10 |
|
|
|
Filed herewith. |
10.11 |
|
|
|
Filed herewith. |
10.12 |
|
|
Filed herewith. |
|
10.13 |
* |
|
Filed herewith. |
|
21 |
|
|
Filed herewith. |
|
31.1 |
|
Rule 13a-14(a) Certification of the Principal Executive Officer. |
|
Filed herewith. |
31.2 |
|
Rule 13a-14(a) Certification of the Principal Financial Officer. |
|
Filed herewith. |
32.1 |
|
Section 1350 Certification of the Principal Executive Officer. |
|
Filed herewith. |
88
32.2 |
|
Section 1350 Certification of the Principal Financial Officer. |
|
Filed herewith. |
101 |
|
The following financial statements from STORE Capital LLC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are formatted in Inline Extensible Business Reporting Language: (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statements of cash flows, and (iv) notes to consolidated financial statements. |
|
Filed herewith. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
Filed herewith. |
* Indicates management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
89
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
STORE CAPITAL LLC |
|
|
|
|
Date: March 14, 2024 |
By: |
/s/ Mary B. Fedewa |
|
|
Mary B. Fedewa |
|
|
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 14, 2024 by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/Mary B. Fedewa |
|
President, Chief Executive Officer and Director |
|
March 14, 2024 |
Mary B. Fedewa |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/Ashley A. Dembowski |
|
Senior Vice President – Chief Accounting Officer |
|
March 14, 2024 |
Ashley A. Dembowski |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/Adam Gallistel |
|
Chairman of the Board of Directors |
|
March 14, 2024 |
Adam Gallistel |
|
|
|
|
|
|
|
|
|
/s/Jesse Hom |
|
Director |
|
March 14, 2024 |
Jesse Hom |
|
|
|
|
|
|
|
|
|
/s/Daniel Santiago |
|
Director |
|
March 14, 2024 |
Daniel Santiago |
|
|
|
|
|
|
|
|
|
/s/Marc Zahr |
|
Director |
|
March 14, 2024 |
Marc Zahr |
|
|
|
|
|
|
|
|
|
/s/Michael Reiter |
|
Director |
|
March 14, 2024 |
Michael Reiter |
|
|
|
|
|
|
|
|
|
90
STORE Capital LLC
Schedule III - Real Estate and Accumulated Depreciation
(Dollars in Thousands)
Descriptions (a) |
|
|
|
Initial Cost to Company |
|
|
Costs Capitalized |
|
|
Gross amount at December 31, 2023 (b) (c) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Property Location |
|
Number of Properties |
|
|
Encumbrances |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Total |
|
|
Accumulated |
|
|
Years |
|
|
Years |
|
||||||||||||
Alabama |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
1935-2017 |
|
|
|
2023 |
|
|||||||||
Alabama |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1964-2014 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Alaska |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1953-2005 |
|
|
|
2023 |
|
|||||||||
Alaska |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
2005 |
|
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Arizona |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1946-2021 |
|
|
|
2023 |
|
|||||||||
Arizona |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1976-2023 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Arkansas |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1920-2011 |
|
|
|
2023 |
|
|||||||||
Arkansas |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1950-2012 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
California |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1930-2022 |
|
|
|
2023 |
|
|||||||||
California |
|
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(f) |
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( |
) |
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1940-2020 |
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2023 |
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Colorado |
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— |
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( |
) |
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1967-2016 |
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2023 |
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Colorado |
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(f) |
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( |
) |
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1953-2023 |
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2023 |
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Connecticut |
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— |
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( |
) |
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1850-2022 |
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2023 |
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Connecticut |
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(f) |
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( |
) |
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1860-1998 |
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2023 |
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Delaware |
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— |
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( |
) |
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1973 |
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2023 |
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District of Columbia |
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— |
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( |
) |
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1930 |
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2023 |
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Florida |
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Florida - Jacksonville |
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— |
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( |
) |
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( |
) |
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( |
) |
|
1961-2018 |
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2023 |
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|||||||
Florida - Jacksonville |
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(f) |
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( |
) |
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1972-2014 |
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2023 |
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Florida - Other |
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— |
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( |
) |
|
1950-2022 |
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2023 |
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|||||||||
Florida - Other |
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(f) |
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( |
) |
|
1950-2014 |
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2023 |
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||||||||||
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Georgia |
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||||||||||||
Georgia - Fitzgerald |
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— |
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( |
) |
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1980 |
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2023 |
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||||||||
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||||||||||||
Georgia - Augusta |
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— |
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( |
) |
|
1973-2015 |
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2023 |
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|||||||||
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||||||||||||
Georgia - Other |
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— |
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( |
) |
|
1939-2022 |
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2023 |
|
|||||||||
Georgia - Other |
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(f) |
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( |
) |
|
1960-2021 |
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2023 |
|
||||||||||
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||||||||||||
Idaho |
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— |
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( |
) |
|
1946-2008 |
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2023 |
|
|||||||||
Idaho |
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(f) |
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( |
) |
|
2005-2021 |
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2023 |
|
||||||||||
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||||||||||||
Illinois |
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||||||||||||
Illinois - Chicago |
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— |
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( |
) |
|
1920-2015 |
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2023 |
|
|||||||||
Illinois - Chicago |
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(f) |
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( |
) |
|
1886-2021 |
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|
2023 |
|
||||||||||
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||||||||||||
Illinois - Albion |
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— |
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( |
) |
|
1950-1998 |
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2023 |
|
|||||||||
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||||||||||||
Illinois - Other |
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— |
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( |
) |
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( |
) |
|
1870-2019 |
|
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|
2023 |
|
||||||||
Illinois - Other |
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(f) |
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( |
) |
|
1880-2015 |
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|
2023 |
|
||||||||||
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||||||||||||
Indiana |
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— |
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( |
) |
|
1927-2019 |
|
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|
2023 |
|
|||||||||
Indiana |
|
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(f) |
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( |
) |
|
1959-2013 |
|
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|
2023 |
|
||||||||||
F-1
Descriptions (a) |
|
|
|
Initial Cost to Company |
|
|
Costs Capitalized |
|
|
Gross amount at December 31, 2023 (b) (c) |
|
|
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|
|
||||||||||||||||||||||||||||
Property Location |
|
Number of Properties |
|
|
Encumbrances |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Total |
|
|
Accumulated |
|
|
Years |
|
|
Years |
|
||||||||||||
Iowa |
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— |
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( |
) |
|
1915-2009 |
|
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|
2023 |
|
|||||||||
Iowa |
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(f) |
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( |
) |
|
1960-2013 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Kansas |
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— |
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|
|
( |
) |
|
1969-2019 |
|
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|
2023 |
|
|||||||||
Kansas |
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(f) |
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( |
) |
|
1987-2018 |
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|
2023 |
|
||||||||||
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|
||||||||||||
Kentucky |
|
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— |
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|
|
( |
) |
|
1907-2020 |
|
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|
2023 |
|
|||||||||
Kentucky |
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(f) |
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|
|
( |
) |
|
1972-2023 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Louisiana |
|
|
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|
|
— |
|
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|
|
|
|
|
( |
) |
|
1968-2014 |
|
|
|
2023 |
|
|||||||||
Louisiana |
|
|
|
|
(f) |
|
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|
|
|
( |
) |
|
1981-2020 |
|
|
|
2023 |
|
||||||||||
|
|
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|
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|
||||||||||||
Maine |
|
|
|
|
|
— |
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1798-2011 |
|
|
|
2023 |
|
|||||||||
Maine |
|
|
|
|
(f) |
|
|
|
|
|
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|
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|
|
|
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|
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|
|
|
( |
) |
|
1979-1993 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
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|
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|
||||||||||||
Maryland |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1963-2007 |
|
|
|
2023 |
|
|||||||||
Maryland |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1950-2007 |
|
|
|
2023 |
|
||||||||||
|
|
|
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|
|
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|
|
|
||||||||||||
Massachusetts |
|
|
|
|
|
— |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
( |
) |
|
1850-2009 |
|
|
|
2023 |
|
|||||||||
Massachusetts |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
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|
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( |
) |
|
1955-1988 |
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2023 |
|
||||||||||
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||||||||||||
Michigan |
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— |
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( |
) |
|
1862-2022 |
|
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2023 |
|
|||||||||
Michigan |
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(f) |
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( |
) |
|
1876-2012 |
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2023 |
|
||||||||||
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||||||||||||
Minnesota |
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— |
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( |
) |
|
1905-2018 |
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2023 |
|
|||||||||
Minnesota |
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(f) |
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( |
) |
|
1951-2021 |
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2023 |
|
||||||||||
Minnesota |
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( |
) |
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2015 |
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2023 |
|
|||||||||
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||||||||||||
Mississippi |
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— |
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( |
) |
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( |
) |
|
1932-2010 |
|
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|
2023 |
|
||||||||
Mississippi |
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(f) |
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( |
) |
|
1965-2009 |
|
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|
2023 |
|
||||||||||
Mississippi |
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( |
) |
|
1989-2001 |
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|
2023 |
|
||||||||||
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|
||||||||||||
Missouri |
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|
— |
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( |
) |
|
1928-2019 |
|
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|
2023 |
|
|||||||||
Missouri |
|
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(f) |
|
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( |
) |
|
1971-2022 |
|
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|
2023 |
|
||||||||||
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|
||||||||||||
Montana |
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— |
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( |
) |
|
|
2009 |
|
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|
2023 |
|
||||||||
Montana |
|
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|
(f) |
|
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( |
) |
|
1920-2020 |
|
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|
2023 |
|
||||||||||
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|
||||||||||||
Nebraska |
|
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|
— |
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|
|
( |
) |
|
1961-2022 |
|
|
|
2023 |
|
|||||||||
Nebraska |
|
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|
(f) |
|
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( |
) |
|
1910-2015 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Nevada |
|
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|
|
|
— |
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|
|
( |
) |
|
1980-2021 |
|
|
|
2023 |
|
|||||||||
Nevada |
|
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|
|
(f) |
|
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|
|
|
( |
) |
|
1960-2009 |
|
|
|
2023 |
|
||||||||||
Nevada |
|
|
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|
|
( |
) |
|
|
( |
) |
|
|
|
|
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|
|
|
|
|
|
( |
) |
|
|
1995 |
|
|
|
2023 |
|
|||||||
|
|
|
|
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|
||||||||||||
New Hampshire |
|
|
|
|
|
— |
|
|
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|
|
|
|
|
|
|
( |
) |
|
1960-2001 |
|
|
|
2023 |
|
|||||||||
New Hampshire |
|
|
|
|
(f) |
|
|
|
|
|
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|
|
|
|
|
( |
) |
|
1973-2003 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
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|
||||||||||||
New Jersey |
|
|
|
|
|
— |
|
|
|
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|
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|
|
|
|
|
|
|
( |
) |
|
1970-2008 |
|
|
|
2023 |
|
|||||||||
New Jersey |
|
|
|
|
(f) |
|
|
|
|
|
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|
|
|
|
|
( |
) |
|
1930-2015 |
|
|
|
2023 |
|
||||||||||
|
|
|
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|
||||||||||||
New Mexico |
|
|
|
|
|
— |
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1946-2009 |
|
|
|
2023 |
|
|||||||||
New Mexico |
|
|
|
|
(f) |
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
( |
) |
|
1955-2019 |
|
|
|
2023 |
|
||||||||||
F-2
Descriptions (a) |
|
|
|
Initial Cost to Company |
|
|
Costs Capitalized |
|
|
Gross amount at December 31, 2023 (b) (c) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Property Location |
|
Number of Properties |
|
|
Encumbrances |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Total |
|
|
Accumulated |
|
|
Years |
|
|
Years |
|
||||||||||||
New York |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1892-2016 |
|
|
|
2023 |
|
|||||||||
New York |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1950-2014 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
||||||||||||
North Carolina |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1942-2022 |
|
|
|
2023 |
|
|||||||||
North Carolina |
|
|
|
|
(f) |
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1950-2018 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
||||||||||||
North Dakota |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
1993 |
|
|
|
2023 |
|
||||||||
North Dakota |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1984-2013 |
|
|
|
2023 |
|
||||||||||
North Dakota |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
1995 |
|
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
|
|
||||||||||||
Ohio |
|
|
|
|
|
|
|
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|
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|
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|
|
|
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|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
||||||||||||
Ohio - Columbus |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1961-2019 |
|
|
|
2023 |
|
|||||||||
Ohio - Columbus |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1970-2014 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
|
|
|
|
|
||||||||||||
Ohio - Other |
|
|
|
|
Unencumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1856-2018 |
|
|
|
2023 |
|
||||||||||
Ohio - Other |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1915-2020 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oklahoma |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1965-2020 |
|
|
|
2023 |
|
|||||||||
Oklahoma |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1946-2011 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oregon |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1924-2010 |
|
|
|
2023 |
|
|||||||||
Oregon |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1965-1985 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pennsylvania |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1885-2018 |
|
|
|
2023 |
|
|||||||||
Pennsylvania |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1865-2020 |
|
|
|
2023 |
|
||||||||||
Pennsylvania |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1960-1960 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
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Rhode Island |
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— |
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( |
) |
|
1930-2015 |
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2023 |
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Rhode Island |
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(f) |
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( |
) |
|
1968-1995 |
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2023 |
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South Carolina |
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— |
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( |
) |
|
1912-2024 |
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2023 |
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South Carolina |
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(f) |
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( |
) |
|
1973-2019 |
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2023 |
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South Dakota |
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— |
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( |
) |
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1948-2020 |
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2023 |
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South Dakota |
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(f) |
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( |
) |
|
1968-2014 |
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2023 |
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Tennessee |
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— |
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( |
) |
|
1889-2023 |
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2023 |
|
|||||||||
Tennessee |
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(f) |
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( |
) |
|
1968-2019 |
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2023 |
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||||||||||
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||||||||||||
Texas |
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||||||||||||
Texas - Abilene |
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— |
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( |
) |
|
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2009 |
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|
2023 |
|
||||||||
Texas - Abilene |
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(f) |
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( |
) |
|
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1961 |
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2023 |
|
|||||||||
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||||||||||||
Texas - Amarillo |
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— |
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( |
) |
|
1977-2016 |
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2023 |
|
|||||||||
Texas - Amarillo |
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(f) |
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( |
) |
|
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1954 |
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2023 |
|
|||||||||
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||||||||||||
Texas - Arlington |
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— |
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( |
) |
|
1964-1997 |
|
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|
2023 |
|
|||||||||
Texas - Arlington |
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(f) |
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( |
) |
|
1945-2010 |
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2023 |
|
||||||||||
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||||||||||||
Texas - Austin |
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— |
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( |
) |
|
1991-2017 |
|
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|
2023 |
|
|||||||||
Texas - Austin |
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(f) |
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( |
) |
|
|
2006 |
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|
2023 |
|
|||||||||
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|
||||||||||||
Texas - Corpus Christi |
|
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— |
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( |
) |
|
1964-2017 |
|
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|
2023 |
|
|||||||||
Texas - Corpus Christi |
|
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(f) |
|
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( |
) |
|
1975-2016 |
|
|
|
2023 |
|
||||||||||
F-3
Descriptions (a) |
|
|
|
Initial Cost to Company |
|
|
Costs Capitalized |
|
|
Gross amount at December 31, 2023 (b) (c) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Property Location |
|
Number of Properties |
|
|
Encumbrances |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Total |
|
|
Accumulated |
|
|
Years |
|
|
Years |
|
||||||||||||
Texas - Cypress |
|
|
|
|
|
— |
|
|
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|
|
( |
) |
|
2012-2017 |
|
|
|
2023 |
|
|||||||||
Texas - Cypress |
|
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(f) |
|
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( |
) |
|
|
2019 |
|
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|
2023 |
|
|||||||||
|
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|
||||||||||||
Texas - Forney |
|
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|
— |
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|
( |
) |
|
2006-2017 |
|
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|
2023 |
|
|||||||||
Texas - Forney |
|
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(f) |
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( |
) |
|
|
2004 |
|
|
|
2023 |
|
|||||||||
|
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|
||||||||||||
Texas - Fort Worth |
|
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|
|
— |
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|
|
( |
) |
|
1989-2014 |
|
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|
2023 |
|
|||||||||
Texas - Fort Worth |
|
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(f) |
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|
( |
) |
|
1998-2021 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Texas - Frisco |
|
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|
|
— |
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|
|
( |
) |
|
2003-2018 |
|
|
|
2023 |
|
|||||||||
Texas - Frisco |
|
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|
(f) |
|
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|
( |
) |
|
1996-2008 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Texas - Harlingen |
|
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|
— |
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|
|
( |
) |
|
1993-2014 |
|
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|
2023 |
|
|||||||||
Texas - Harlingen |
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(f) |
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|
( |
) |
|
|
2018 |
|
|
|
2023 |
|
|||||||||
|
|
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|
||||||||||||
Texas - Houston |
|
|
|
|
|
— |
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|
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|
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|
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|
|
|
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|
|
( |
) |
|
1965-2021 |
|
|
|
2023 |
|
|||||||||
Texas - Houston |
|
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|
|
(f) |
|
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|
|
( |
) |
|
1965-2016 |
|
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|
2023 |
|
||||||||||
|
|
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|
||||||||||||
Texas - Humble |
|
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|
|
— |
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|
|
|
|
|
|
( |
) |
|
2009-2016 |
|
|
|
2023 |
|
|||||||||
Texas - Humble |
|
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|
|
(f) |
|
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|
|
|
( |
) |
|
1982-2012 |
|
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|
2023 |
|
||||||||||
|
|
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|
||||||||||||
Texas - Irving |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
( |
) |
|
1983-2005 |
|
|
|
2023 |
|
|||||||||
Texas - Irving |
|
|
|
|
(f) |
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
1982 |
|
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
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|
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|
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|
||||||||||||
Texas - Katy |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1984-2016 |
|
|
|
2023 |
|
||||||||
Texas - Katy |
|
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|
|
(f) |
|
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|
|
|
|
|
|
|
|
|
( |
) |
|
|
2015 |
|
|
|
2023 |
|
|||||||||
|
|
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|
||||||||||||
Texas - League City |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
( |
) |
|
2011-2016 |
|
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|
2023 |
|
|||||||||
|
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|
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|
||||||||||||
Texas - Lubbock |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1994-2005 |
|
|
|
2023 |
|
|||||||||
Texas - Lubbock |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1980-2014 |
|
|
|
2023 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
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|
|
|
|
|
|
|
|
|
||||||||||||
Texas - McAllen |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1976-2015 |
|
|
|
2023 |
|
|||||||||
Texas - McAllen |
|
|
|
|
(f) |
|
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|
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|
( |
) |
|
1955-2015 |
|
|
|
2023 |
|
||||||||||
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|
||||||||||||
Texas - Mesquite |
|
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|
— |
|
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|
( |
) |
|
1987-2008 |
|
|
|
2023 |
|
|||||||||
Texas - Mesquite |
|
|
|
|
(f) |
|
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( |
) |
|
|
1973 |
|
|
|
2023 |
|
|||||||||
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|
||||||||||||
Texas - San Antonio |
|
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|
— |
|
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|
( |
) |
|
1945-2017 |
|
|
|
2023 |
|
|||||||||
Texas - San Antonio |
|
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|
(f) |
|
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( |
) |
|
1985-2017 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Texas - Yoakum |
|
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|
|
— |
|
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( |
) |
|
|
1971 |
|
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|
2023 |
|
||||||||
|
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|
||||||||||||
Texas - Other |
|
|
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|
|
— |
|
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|
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|
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|
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|
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|
|
( |
) |
|
1920-2023 |
|
|
|
2023 |
|
|||||||||
Texas - Other |
|
|
|
|
(f) |
|
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|
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( |
) |
|
1950-2018 |
|
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|
2023 |
|
||||||||||
|
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|
||||||||||||
Utah |
|
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|
|
— |
|
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|
|
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|
( |
) |
|
1972-2021 |
|
|
|
2023 |
|
|||||||||
Utah |
|
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|
|
(f) |
|
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|
( |
) |
|
1961-2013 |
|
|
|
2023 |
|
||||||||||
F-4
Descriptions (a) |
|
|
|
Initial Cost to Company |
|
|
Costs Capitalized |
|
|
Gross amount at December 31, 2023 (b) (c) |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Property Location |
|
Number of Properties |
|
|
Encumbrances |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Land & |
|
|
Building & |
|
|
Total |
|
|
Accumulated |
|
|
Years |
|
Years |
|
|||||||||||
Vermont |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1950-1997 |
|
|
2023 |
|
||||||||
Vermont |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1983-1998 |
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
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|
|
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|
|||||||||||
Virginia |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1921-2022 |
|
|
2023 |
|
||||||||
Virginia |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1928-2008 |
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
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|
|
|
|
|
|||||||||||
Washington |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1910-2004 |
|
|
2023 |
|
||||||||
Washington |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1948-2009 |
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
West Virginia |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1953-2007 |
|
|
2023 |
|
||||||||
West Virginia |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1970-2009 |
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Wisconsin - Colby |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1976 |
|
|
2023 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Wisconsin - Other |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1911-2021 |
|
|
2023 |
|
||||||||
Wisconsin - Other |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1917-2022 |
|
|
2023 |
|
|||||||||
Wisconsin - Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1966-1992 |
|
|
2023 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Wyoming |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1975-2009 |
|
|
2023 |
|
||||||||
Wyoming |
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
1980-2022 |
|
|
2023 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||||||||
F-5
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
||||
Balance, beginning of period |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Improvements |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deductions |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Provision for impairment of real estate |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Cost of real estate sold |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclasses to held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Balance, end of period |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(i) Represents owned land previously recorded as direct financing leases under previous accounting guidance that was modified and transferred to an operating leases of the land during the period from February 3, 2023 to December 31, 2023.
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
||||
Balance, beginning of period |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation expense |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation associated with real estate sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Reclasses to held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, end of period |
|
$ |
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See report of independent registered public accounting firm.
F-6
STORE Capital LLC
Schedule IV - Mortgage Loans on Real Estate
As of December 31, 2023
(Dollars in thousands)
|
|
|
|
|
Final |
|
Periodic |
|
Final |
|
|
|
Outstanding |
|
|
Carrying |
|
|||
|
|
Interest |
|
|
Maturity |
|
Payment |
|
Payment |
|
Prior |
|
face amount of |
|
|
amount of |
|
|||
Description |
|
Rate |
|
|
Date |
|
Terms |
|
Terms |
|
Liens |
|
mortgages (c) |
|
|
mortgages (c) |
|
|||
First mortgage loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
% |
|
(b) |
|
Interest only |
|
Balloon of $ |
|
|
$ |
|
|
$ |
|
|||||
|
|
% |
|
11/1/2036 |
|
Principal & Interest |
|
Balloon of $ |
|
|
|
|
|
|
|
|||||
|
|
% |
|
02/28/2055 |
|
Principal & Interest |
|
Fully amortizing |
|
|
|
|
|
|
|
|||||
|
|
% |
|
12/31/2055 |
|
Principal & Interest |
|
Fully amortizing |
|
|
|
|
|
|
|
|||||
|
|
% |
|
12/31/2055 |
|
Principal & Interest |
|
Fully amortizing |
|
|
|
|
|
|
|
|||||
|
|
% |
|
1/31/2056 |
|
Principal & Interest |
|
Fully amortizing |
|
|
|
|
|
|
|
|||||
Leasehold interest in an amusement park property located in Ontario, Canada |
|
|
% |
|
8/1/2056 |
|
Principal & Interest |
|
Fully amortizing |
|
|
|
|
|
|
|
||||
|
|
% |
|
10/01/2043 |
|
Principal & Interest |
|
Balloon of $ |
|
|
|
|
|
|
|
|||||
|
|
% |
|
11/01/2048 |
|
Principal & Interest |
|
Balloon of $ |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
The following shows changes in the carrying amounts of mortgage loans receivable during the period from February 3, 2023 through December 31, 2023, the period from January 1, 2023 through February 2, 2023 and for the years ended December 31, 2022 and 2021 (in thousands):
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Period from |
|
|
|
Period from |
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
||||
Balance, beginning of period |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New and additions to mortgage loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other: Capitalized loan origination costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Collections of principal (d) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Sale of loans to related party |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Other: Amortization of premiums on notes receivable |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Other: (Provisions for) reduction in loan losses |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
( |
) |
||
Other: Amortization of loan origination costs |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, end of period |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See report of independent registered public accounting firm.
F-7