10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2015.

OR

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

For the transition period from to .  

Commission File No. 001-36739

STORE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	45-2280254
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8501 East Princess Drive, Suite 190, Scottsdale, Arizona 85255

(Address of principal executive offices) (Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  YES ☒ NO ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller Reporting Company ☐
(Do not check if a smaller reporting company)

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

As of August 13, 2015, there were 126,858,765 shares of the registrant’s $0.01 par value common stock outstanding.

TABLE OF CONTENTS

Part I. - FINANCIAL INFORMATION	Page
Item 1.     Financial Statements	3
Condensed Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014	3
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014 (unaudited)	4
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.     Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.     Controls and Procedures	39
Part II. - OTHER INFORMATION
Item 1.     Legal Proceedings	40
Item 1A.  Risk Factors	40
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.     Defaults Upon Senior Securities	40
Item 4.     Mine Safety Disclosures	40
Item 5.     Other Information	40
Item 6.     Exhibits	40
Signatures	40
Exhibit Index	41

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STORE Capital Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30,		December 31,
	2015		2014
	(unaudited)		(audited)
Assets
Investments:
Real estate investments:
Land and improvements	$	1,032,120	$	843,843
Buildings and improvements		2,189,415		1,790,530
Intangible lease assets		73,642		60,184
Total real estate investments		3,295,177		2,694,557
Less accumulated depreciation and amortization		(137,784)		(98,671)
		3,157,393		2,595,886
Real estate investments held for sale, net		10,633		—
Loans and direct financing receivables		168,273		111,354
Net investments		3,336,299		2,707,240
Cash and cash equivalents		66,244		136,313
Deferred costs, net		42,277		37,136
Other assets		43,039		32,923
Total assets	$	3,487,859	$	2,913,612
Liabilities and stockholders’ equity
Liabilities:
Credit facility	$	—	$	—
Non-recourse debt obligations of consolidated special purpose entities, net		1,638,811		1,284,151
Dividends payable		31,715		13,123
Accounts payable and accrued expenses		25,650		30,486
Other liabilities		6,030		3,168
Total liabilities		1,702,206		1,330,928
Stockholders’ equity:
Common stock, $0.01 par value per share, 375,000,000 shares authorized, 126,858,765 and 115,212,541 shares issued and outstanding, respectively		1,269		1,152
Capital in excess of par value		1,862,951		1,636,203
Distributions in excess of retained earnings		(78,239)		(54,405)
Accumulated other comprehensive loss		(328)		(266)
Total stockholders’ equity		1,785,653		1,582,684
Total liabilities and stockholders’ equity	$	3,487,859	$	2,913,612

See accompanying notes.

3

STORE Capital Corporation

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except share and per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenues:
Rental revenues	$	65,662	$	42,609	$	124,500	$	80,143
Interest income on loans and direct financing receivables		3,217		2,059		5,815		3,849
Other income		21		354		44		359
Total revenues		68,900		45,022		130,359		84,351
Expenses:
Interest		20,637		16,637		37,866		31,042
Transaction costs		607		1,160		866		1,558
Property costs		356		108		651		145
General and administrative		7,210		4,883		13,845		9,066
Depreciation and amortization		21,568		13,149		40,460		24,710
Provision for impairment of real estate		—		—		1,000		—
Total expenses		50,378		35,937		94,688		66,521
Income from continuing operations before income taxes		18,522		9,085		35,671		17,830
Income tax expense		83		50		166		102
Income from continuing operations		18,439		9,035		35,505		17,728
Income from discontinued operations		—		250		—		1,096
Income before gain on dispositions of real estate investments		18,439		9,285		35,505		18,824
Gain on dispositions of real estate investments		1,195		1,137		1,195		1,137
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Net income per share of common stock—basic and diluted:
Continuing operations	$	0.17	$	0.14	$	0.31	$	0.28
Discontinued operations		—		—		—		0.02
Net income	$	0.17	$	0.15	$	0.31	$	0.30
Weighted average common shares outstanding:
Basic		117,507,861		70,413,343		116,078,522		66,739,688
Diluted		117,507,861		70,413,343		116,078,522		66,739,688
Dividends declared per common share	$	0.2500	$	0.2455	$	0.5000	$	0.4850

See accompanying notes.

4

STORE Capital Corporation

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(In thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Other comprehensive income (loss):
Change in unrealized losses on cash flow hedges		12		(230)		(216)		(340)
Cash flow hedge losses reclassified to interest expense		77		80		154		159
Total other comprehensive income (loss)		89		(150)		(62)		(181)
Total comprehensive income	$	19,723	$	10,272	$	36,638	$	19,780

See accompanying notes.

5

STORE Capital Corporation

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

	Six Months Ended
	June 30,
	2015		2014
Operating activities
Net income	$	36,700	$	19,961
Adjustments to net income:
Depreciation and amortization		40,460		24,710
Provision for impairment of real estate		1,000		—
Amortization of deferred financing costs and other noncash interest expense		3,051		2,812
Amortization of equity-based compensation		2,159		1,140
Gain on dispositions of real estate		(1,195)		(2,106)
Noncash revenue and other		(121)		(1,004)
Changes in operating assets and liabilities:
Deferred costs		(826)		(848)
Other assets		(598)		864
Accounts payable and other liabilities		1,639		384
Net cash provided by operating activities		82,269		45,913
Investing activities
Acquisition of and additions to real estate		(629,499)		(522,644)
Investment in loans and direct financing receivables		(61,519)		(40,713)
Collections of principal on loans and direct financing receivables		4,579		5,975
Proceeds from disposition of real estate		11,948		16,628
Transfers (to) from restricted deposits		(7,646)		684
Net cash used in investing activities		(682,137)		(540,070)
Financing activities
Borrowings under credit facilities		356,000		252,080
Repayments under credit facilities		(356,000)		(252,080)
Borrowings under non-recourse debt obligations of consolidated special purpose entities		364,840		286,089
Repayments under non-recourse debt obligations of consolidated special purpose entities		(9,883)		(8,573)
Financing costs paid		(7,868)		(8,944)
Proceeds from the issuance of common stock		234,141		290,412
Offering costs paid		(9,486)		—
Dividends paid		(41,945)		(31,948)
Net cash provided by financing activities		529,799		527,036
Net (decrease) increase in cash and cash equivalents		(70,069)		32,879
Cash and cash equivalents, beginning of period		136,313		61,814
Cash and cash equivalents, end of period	$	66,244	$	94,693
Supplemental disclosure of noncash investing activities:
Accrued tenant improvement advances included in real estate investments	$	10,666	$	4,765
Non-recourse debt obligations assumed in conjunction with acquisition of property	$	—	$	23,259
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	34,200	$	27,716
Cash paid during the period for income and franchise taxes	$	862	$	405

See accompanying notes.

6

STORE Capital Corporation

Notes to Condensed Consolidated Financial Statements

June 30, 2015

1. Organization and Formation Activities

STORE Capital Corporation (STORE Capital or the Company) was formed in Maryland on May 17, 2011 to acquire single‑tenant operational real estate to be leased on a long‑term, net basis to companies that operate across a wide variety of industries within the service, retail and industrial sectors of the United States economy. From time to time, it may also provide mortgage financing to its customers.

On November 21, 2014, the Company completed the initial public offering (IPO) of its common stock.  The shares began trading on the New York Stock Exchange on November 18, 2014 under the ticker symbol “STOR”.  The Company was originally formed as a wholly-owned subsidiary of STORE Holding Company, LLC (STORE Holding), a Delaware limited liability company. In March 2015, STORE Holding redeemed all of its Series Amembership interests that were held by members of the Company’s board and senior managementthrough the distribution of common shares of the Companyto those members. Following this redemption, the voting interests of STORE Holding are entirely owned by entities managed by a global investment management firm.In June 2015, the Company completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock.  At June 30, 2015, there were 126,858,765 shares of the Company’s common stock outstanding, of which 72,436,144 shares were held by STORE Holding, representing a 57.1% ownership of the Company.

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

2. Summary of Significant Accounting Principles

Basis of Accounting and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year.  Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

These consolidated statements include the accounts of STORE Capitaland its subsidiaries which are wholly‑owned and controlled by the Company through its voting interest. One of the Company’s wholly‑owned subsidiaries, STORE Capital Advisors, LLC, provides all of the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation.

7

Certain of the Company’s wholly‑owned consolidated subsidiaries were formed as special purpose entities. Each special purpose entity is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the special purpose entity. At June 30, 2015 and December 31, 2014, assets totaling $3.1 billion and $2.5 billion, respectively, were held and third-party liabilities totaling$1.7 billion and$1.3 billion, respectively, were owed by these special purpose entities and are included in the accompanying consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

Segment Reporting

The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment.

Accounting for Real Estate Investments

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. Real estate properties subject to an existing in‑place lease at the date of acquisition are recorded as business combinations and each tangible and intangible asset and liability acquired is recorded at fair value. 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. The Company expenses transaction costs associated with real estate acquisitions accounted for as business combinations in the period incurred.

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 and below‑market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the fixed‑rate renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.

The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 30 to 40 years for buildings and is 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated closing costs. Any properties classified as held for sale are not depreciated.

8

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. Management considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors including bonafide purchase offers received from third parties in making this assessment. These factors are classified as Level 3 inputs within the fair value hierarchy. An asset is considered impaired if the carrying value of the asset exceeds its estimated undiscounted cash flows and 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.

Revenue Recognition

STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. Direct costs associated with lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. Substantially all of the leases are triple‑net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. The Company may collect property taxes from its customers and remit those taxes to governmental authorities; such property taxes are presented on a net basis in the consolidated income statements.

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, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the lease. The Company provides an estimated reserve for uncollectible straight‑line rental revenue based on management’s assessment of the risks inherent in those lease contracts, giving consideration to industry default rates for long‑term receivables. There was $7.0 million and $4.7 million of accrued straight‑line rental revenue, net of allowances of $2.5 million and $1.7 million, at June 30, 2015 and December 31, 2014, respectively, included in other assets on the consolidated balance sheets.  Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (CPI) may adjust over a one‑year period or over multiple‑year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred.

For leases that 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. Approximately1.5% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales.

The Company suspends revenue recognition if the collectibility of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier. The Company reviews its rent 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 a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write‑off of the specific rent receivable will be made. As of June 30, 2015, the Company had a $0.6 million provision for uncollectible contractual rent payments due from tenants; there was no provision at December 31, 2014.

9

Loans Receivable

STORE Capital holds its loans receivable for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any.

Revenue Recognition

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 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of June 30, 2015 and December 31, 2014, there were no loans on nonaccrual status.

Impairment and Provision for Loan Losses

The Company periodically evaluates the collectibility of its loans receivable, including accrued interest, by analyzing the underlying property‑level economics and trends, collateral value and quality and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. There was no allowance for loan losses at June 30, 2015 or December 31, 2014.

Direct Financing Receivables

Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records 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.

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 and Escrow Deposits

The Company had $23.4 million and $15.4 million of restricted cash and deposits in escrow at June 30, 2015 and December 31, 2014, respectively,which were included in other assets on the consolidated balance sheets.

Deferred Costs

Deferred costs consist principally of financing costs related to the issuance of the Company’s debt. Deferred financing costs are amortized as an increase to interest expense over the term of the related debt instrument using the effective interest method.  Deferred costs also include lease origination costs, which are amortized as a decrease to rental revenue over the term of the respective lease.

10

Derivative Instruments and Hedging Activities

The Company may enter into derivatives 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 Company records its derivatives on the balance sheet at fair value as either an asset or liability. 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 effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is 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 June 30, 2015, the Company had entered into two interest rate swap agreements with current notional amounts of $12.6 million and $6.5 million that were designated as cash flow hedges associated with the Company’s secured, variable‑rate mortgage note payable due in 2019 (Note 4).

Fair Value Measurement

The Company estimates 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:

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

· Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs.

· Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions.

11

Share‑based Compensation

Certain directors and employees of the Company have been granted long‑term incentive awards, including restricted shares and stock units of the Company’s common stock and profits interest units issued by STORE Holding, which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders.

During the six months ended June 30, 2015, the Company granted restricted share awards (RSAs) representing 86,746 shares of restricted common stock to its executive officers and certain directors and other employees.  During the same period, 161,979 shares of restricted stock vested and 3,022 shares of restricted stock were forfeited. As of June 30, 2015, the Company had 577,651shares of restricted common stock outstanding. The Company estimates the fair value of RSAs at the date of grant and recognizes that amount in general and administrative expense ratably over the vesting period at the greater of the amount amortized on a straight‑line basis or the amount vested. The fair value of the RSAs is based on the per-share price of the common stock on the date of the grant. Prior to the Company’s IPO, the fair value was based on the per‑share price of the common stock issued in the Company’s private equity offerings.

In March 2015, the Company issued 348,220 restricted stock units (RSUs) with both a market condition and a service condition to its executive officers.  The number of common shares to be received at vesting will range from zero to 100% of the total RSUs grantedbased on total shareholder return (TSR) on the Company’s common stock measured against the benchmark TSR of a peer group over a three-year performance period ending December 31, 2017.  The TSR is a measure of stock price appreciation plus dividends paid during the measurement period.  To the extent market and service conditions are met, the RSUs vest 50% at the end of 2017 and, subject to continued employment, 50% at the end of 2018. The Company valued the RSUs using a Monte Carlo simulation model on the date of grant which resulted in a grant date fair value of $4.4 million.  The Monte Carlo simulation was computed based on a volatility assumption of 23.51%, a risk-free interest rate of 0.84% and a dividend yield of zero. The RSUs accrue dividend equivalents which are paid only if the award vests. At June 30, 2015, there were 348,220 RSUs outstanding.

Income Taxes

As a REIT, the Company generally will not be subject to federal income tax; however, it is still subject to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly‑owned taxable REIT subsidiary (TRS) created to engage in non‑qualifying REIT activities. The TRS is subject to federal, state and local income taxes.

Management of the Company determines whether any tax positions taken or expected to be taken meet the “more‑likely‑than‑not” threshold of being sustained by the applicable federal, state or local tax authority. Tax returns filed for 2011 through 2014 are subject to examination by these jurisdictions. As of June 30, 2015 and December 31, 2014, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at June 30, 2015 or December 31, 2014.

12

Net Income Per Common Share

Net income per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per common share (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Less: preferred stock dividends		—		(8)		—		(8)
Net income attributable to common stockholders		19,634		10,414		36,700		19,953
Less: earnings attributable to unvested restricted shares		(142)		(120)		(285)		(236)
Net income used in basic and diluted income per share	$	19,492	$	10,294	$	36,415	$	19,717
Denominator:
Weighted average common shares outstanding		118,086,159		70,899,341		116,658,926		67,188,542
Less: Weighted average number of shares of unvested restricted stock		(578,298)		(485,998)		(580,404)		(448,854)
Weighted average shares outstanding used in basic income per share		117,507,861		70,413,343		116,078,522		66,739,688
Effects of dilutive securities:
Add: Treasury stock method impact of potentially dilutive securities (a)		—		—		—		—
Weighted average shares outstanding used in diluted income per share		117,507,861		70,413,343		116,078,522		66,739,688

(a) For the three months ended June 30, 2015 and 2014, excludes 160,971 shares and 49,451 shares, respectively, and for the six months ended June 30, 2015 and 2014, excludes 184,605 shares and 65,217 shares, respectively, related to unvested restricted shares as the effect would be antidilutive.

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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 or results of operations upon adoption.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles‑based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. At the time of issuance, this new standard was effective for public companies for annual reporting periods beginning after December 15, 2016 and early adoption was not permitted. On July 9, 2015, the FASB decided to defer by one year the effective date of the standard for public companies which will now be effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted but only as of an annual reporting period beginning after December 15, 2016.  As leases are excluded from this guidance, the Company does not anticipate this standard to have a material impact on its financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.  This guidance was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability and, therefore, make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums.  This new standard is effective for public companies for annual reporting periods beginning after December 15, 2015, with early adoption permitted.  Upon adoption, the new guidance is required to be applied retrospectively.  The Company is currently evaluating the impact of the adoption of this new standard which is expected to result in reclassifications of certain deferred costs on the Company’s balance sheets but will not have an impact on its results of operations or cash flows.

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3. Investments

At June 30, 2015, STORE Capital had investments in 1,175 property locations representing 1,162 owned properties (of which 15 are accounted for as direct financing receivables), eight ground lease interests and five properties which secure certain mortgage loans. The gross acquisition cost of the real estate investments totaled $3.31 billion at June 30, 2015. In addition, the Company held loans and direct financing receivables with an aggregate carrying amount at June 30, 2015 of $168.3 million. As of June 30, 2015, a substantial portion of these investments are assets of consolidated special purpose entity subsidiaries and are pledged as collateral under the non‑recourse obligations of these special purpose entities (Note 4).

During the six months ended June 30, 2015, the Company had the following gross real estate and loan activity (dollars in thousands):

	Number of	Dollar
	Investment	Amount of
	Locations	Investments (a)
Gross investments, December 31, 2014	947	$	2,805,911
Acquisition of and additions to real estate (b)(c)	227		624,742
Investment in loans and direct financing receivables	6		61,519
Sales of real estate	(4)		(11,559)
Principal collections on loans and direct financing receivables	(1)		(4,579)
Provision for impairment of real estate			(1,000)
Other			(21)
Gross investments, June 30, 2015 (d)			3,475,013
Less accumulated depreciation and amortization (d)			(138,714)
Net investments, June 30, 2015	1,175	$	3,336,299

(a) The dollar amount of 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 direct financing receivables.

(b) Includes $0.4 million of interest capitalized to properties under construction.

(c) Excludes $15.4 million of tenant improvement advances disbursed in 2015 which were accrued as of December 31, 2014.

(d) Includes the dollar amount of investments ($11.5 million) and the accumulated depreciation ($0.9 million) related to real estate investments held for sale at June 30, 2015.

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The following table shows information regarding the diversification of the Company’s total investment portfolio among the different industries in which its tenants and borrowers operate as of June 30, 2015 (dollars in thousands):

				Percentage of
	Number of	Dollar		Total Dollar
	Investment	Amount of		Amount of
	Locations	Investments (a)		Investments
Restaurants	581	$	947,584	27	%
Health clubs	46		253,571	7
Early childhood education centers	127		244,035	7
Movie theaters	30		237,860	7
Furniture stores	24		146,645	4
Sporting goods stores	15		122,693	4
Colleges and professional schools	6		79,101	2
All other service industries	213		782,754	23
All other retail industries	56		235,610	7
All industrial	77		425,160	12
	1,175	$	3,475,013	100	%

(a) The dollar amount of investments includes the gross investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and direct financing receivables.

Significant Credit and Revenue Concentration

STORE Capital’s real estate investments are leased or financed to 274 customers geographically dispersed throughout 46 states. Only one state, Texas (12%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at June 30, 2015. None of the Company’s 274 customers represented more than 10% of the Company’s real estate investment portfolio at June 30, 2015, with the largest customer representing less than 3% of the total investment portfolio. On an annualized basis, the largest customer also represented less than 3% of the Company’s annualized investment portfolio revenues as of June 30, 2015. The Company’s customers operate their businesses across 259 concepts and the largest of these concepts represented 3% of the Company’s annualized investment portfolio revenues as of June 30, 2015.

Intangible Lease Assets

The following details intangible lease assets and related accumulated amortization (in thousands):

	June 30,			December 31,
	2015			2014
In-place lease assets	$	56,346	(a)	$	47,359
Above-market lease assets		10,273			5,526
Ground lease interest assets		7,299			7,299
Total intangible lease assets		73,918			60,184
Accumulated amortization		(9,354)	(a)		(6,006)
Net intangible lease assets	$	64,564		$	54,178

(a) Includes the dollar amount of in-place lease intangibles ($276,000) and the accumulated amortization ($47,000) related to real estate investments held for sale at June 30, 2015. 16

Aggregate lease intangible amortization included in expense was $1.4 million and $0.9 million during the three months ended June 30, 2015 and 2014, respectively, and was $2.8 million and $1.7 million during the six months ended June 30, 2015 and 2014, respectively. The amount amortized as a decrease to rental revenue for capitalized above‑market lease intangibles was $0.3 million and $0.2 million during the three months ended June 30, 2015 and 2014, respectively, and was $0.5million and $0.2 million for the six months ended June 30, 2015 and 2014, respectively.  

Based on the balance of the intangible assets at June 30, 2015, the aggregate amortization expense is expected to be $2.8 million for the remainder of 2015, $5.6 million in 2016, $5.5 million in 2017, $5.3 million in 2018, $5.0 million in 2019 and $4.4 million in 2020 and the amount expected to be amortized as a decrease to rental revenue is expected to be $0.6 million for the remainder of 2015 and $1.2 million in each of the nextfiveyears. The weighted average remaining amortization period is approximately 10 years for the in‑place lease intangibles, approximately nine years for the above‑market lease intangibles and approximately 75 years for the amortizing ground lease interests.

Real Estate Investments

The Company’s investment properties are leased to tenants under long‑term operating leases that typically include one or more renewal options. The weighted average remaining noncancelable lease term at June 30, 2015 was approximately 15 years. Substantially all of the leases are triple‑net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance; therefore, STORE Capital is generally not responsible for repairs or other capital expenditures related to the properties. At June 30, 2015, six of the Company’s properties were vacant and not subject to a lease.

Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases at June 30, 2015, are as follows (in thousands):

Remainder of 2015	$	138,498
2016		277,639
2017		277,863
2018		277,911
2019		277,816
2020		275,865
Thereafter		2,607,991
Total future minimum rentals	$	4,133,583

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum lease payments do not include any contingent rentals such as lease escalations based on future changes in CPI.

Loans and Direct Financing Receivables

At June 30, 2015, the Company held 12 loans receivable with an aggregate carrying amount of $92.4 million. Ten of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property. The two other loans are secured by the tenant’s equipment.One of the mortgage loans is a short‑term loan that requires monthly interest‑only payments with a  balloon payment at maturity. The remaining mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 40‑year amortization period with balloon payments, if any, at maturity. The other secured loans require the borrower to make monthly interest‑only payments for an established period and then either monthly principal and interest payments through maturity ora  balloon payment at maturity.

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The Company’s loans and direct financing receivables are summarized below (dollars in thousands):

	Stated
	Interest		Maturity	June 30,		December 31,
Type	Rate		Date	2015		2014
Mortgage loan receivable	8.50	%		$	—	$	4,300
Mortgage loan receivable	9.09	%	Jan. 2017		1,933		1,933
Mortgage loan receivable	8.35	%	Jan. 2028		3,769		3,775
Mortgage loan receivable	8.75	%	Jul. 2032		23,947		23,998
Mortgage loan receivable	7.45	%	Jan. 2035		498		—
Mortgage loan receivable	9.00	%	Mar. 2053		14,569		14,595
Mortgage loan receivable	8.75	%	Jun. 2053		6,346		6,357
Mortgage loan receivable	8.50	%	Jun. 2053		6,749		6,697
Mortgage loan receivable	8.25	%	Aug. 2053		3,331		3,337
Mortgage loans receivable (a)	8.50	%	Feb. 2055		28,479		—
Total mortgage loans receivable					89,621		64,992
Equipment loan receivable	10.00	%			—		94
Equipment loan receivable	7.75	%	Mar. 2017		1,063		—
Equipment loan receivable	8.75	%	May 2022		642		—
Total principal amount outstanding—loans receivable					91,326		65,086
Unamortized loan origination costs					1,035		497
Direct financing receivables					75,912		45,771
Total loans and direct financing receivables				$	168,273	$	111,354

(a) Represents two  mortgage loans receivable secured by a single property.  The loans have an initial interest rate of 8.50%and are subject to increasesover the term of the loans.  The loans allow for prepayment in whole, but not in part, with penalties ranging from 20% to 70% depending on the timing of the prepayment.

The long‑term mortgage loans receivable generally allow for prepayments in whole, but not in part, without penalty or with penalties typically ranging from 1% to 5%, depending on the timing of the prepayment, except as noted in the table above. All other loans receivable allow for prepayments in whole or in part without penalty. Absent prepayments, scheduled maturities are expected to be as follows (in thousands):

	Scheduled		Balloon		Total
	Principal		Payments		Payments
Remainder of 2015	$	159	$	—	$	159
2016		332		—		332
2017		423		2,996		3,419
2018		507		—		507
2019		552		—		552
2020		602		—		602
Thereafter		61,886		23,869		85,755
Total principal repayments	$	64,461	$	26,865	$	91,326

As of June 30, 2015, the Company had $75.9 million of investments in transactions accounted for as direct financing leases; the components of the investments accounted for as direct financing receivables were as follows (in thousands):

Minimum lease payments receivable	$	197,935
Estimated residual value of leased assets		9,174
Unearned income		(131,197)
Net investment	$	75,912

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4. Debt

Credit Facilities

In September 2014, the Company entered into a $300 million unsecured revolving credit facility with a group of lenders which replaced the Company’s previous two secured credit facilities that aggregated $300 million. The  facility is used to partially fund real estate acquisitions pending the issuance of long-term, fixed-rate debt.

This facility, which includes an accordion feature that allows the size of the facility to be increased up to $500 million, is for an initial term of three years and includes a one-year extension option subject to certain conditions and the payment of a 0.2% extension fee. The facility is recourse to the Company and includes a guaranty from STORE Capital Acquisitions, LLC, one of the Company’s direct wholly-owned subsidiaries. Borrowings under this facility require monthly payments of interest at a rate selected by the Company of either (1) one-month LIBOR plus a credit spread ranging from 1.75% to 2.50%, or (2) theBase Rate, as defined in the agreement, plus a credit spread ranging from 0.75% to 1.50%. The credit spread used is based on the Company’s leverage ratio as defined in the agreement; based on the recent leverage ratio calculations, borrowings under the facility made on or after April 1, 2015 bear interest at one-month LIBOR plus 1.75%. The Company must also pay a 0.25% non-use fee on the unused portion of the facility. Borrowing availability under the facility is limited to 50% of the value of the Company’s eligible unencumbered assets at any point in time. At June 30, 2015, the Company had no borrowings outstanding and a pool of eligible unencumbered assets aggregating approximately $1.1billion.

The Company is subject to various financial and nonfinancial covenants under this unsecured credit facility including a maximum leverage of 65%,  a  minimum EBITDA to fixed charges ratio of 1.5 to 1, minimum consolidated net worth of $600 million plus 75% of additional equity raised after September 2014, and a maximum dividend payout ratio limited to 95% of Funds from Operations, all as defined in the agreement. As of June 30, 2015, the Company was in compliance with these covenants.

On April 8, 2015, the Company entered into a four-month (including theone-month extension option),  $50million unsecured loan facility with a bank as a temporary supplement to borrowing capacity under its unsecured revolving credit facility.  This loan facilitywas subject to the same borrowing limitations and covenants as the unsecured revolving credit facility discussed above and borrowings under this loan facility required monthly payments of interest at a rate selected by the Company of either (1) one-month LIBOR plus 2.00%, or (2) the Base Rate, as defined in the agreement.   This facility expired in accordance with its terms in July 2015.

Prior to September 19, 2014, the Company had two bank credit facilities that were secured by real estate properties which were pledged as collateral under the facilities as well as the Company’s equity interests in certain of its special purpose entity subsidiaries and the Company’s holdings of the Class B notes issued under its STORE Master Funding debt program discussed below. These previous secured credit facilities bore interest atone-month LIBOR plus a credit spread ranging from2.45% to 3.00%.

The financing costs related to the establishment of the Company’s credit facilities are deferred and amortized to interest expense over the term of the credit facilities. At June 30, 2015 and December 31, 2014, unamortized financing costs related to the Company’s credit facilitytotaled $1.9 million and $2.4 million, respectively.

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Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities

During 2012, the Company implemented the 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 owned by these entities and their related leases (collateral). 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 are generally segregated into Class A amortizing notes and Class B non‑amortizing notes. The Company has retained each of the Class B notes which aggregate $108.0 million at June 30, 2015.

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. As of June 30, 2015, the aggregate collateral pool securing the net‑lease mortgage notes is comprised primarily of single tenant commercial real estate properties with an aggregate investment amount of approximately $2.0 billion.

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 $327.8 million at June 30, 2015.

The mortgage notes payable, which are obligations of the consolidated special purpose entities as 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.As of June 30, 2015, the Company had one variable-rate mortgage note (outstanding principal balance of $19.1 million) which had effectively been converted to a fixed-rate note through the use of two interest rate swaps.The Company has an agreement with thecounterparty to the interest rate swaps which contains a provision that, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its interest rate swap obligations. As of June 30, 2015, the termination value of the Company’s interest rate swaps was a liability of approximately $0.4million.

Financing costs related to the issuance of the non‑recourse debt obligations are deferred and amortized to interest expense over the terms of the related notes. As of June 30, 2015 and December 31, 2014, unamortized financing costs related to all non‑recourse debt obligations of the consolidated special purpose entities totaled $35.9 million and $30.9 million, respectively.

20

The non‑recourse debt obligations of the consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):

		Coupon		Outstanding Balance
	Maturity	Interest		June 30,		December 31,
	Date	Rate		2015		2014
Non-recourse net-lease mortgage notes:
Series 2012-1, Class A	Aug. 2019	5.77	%	$	205,883	$	207,503
Series 2013-1, Class A-1	Mar. 2020	4.16	%		144,634		145,876
Series 2013-2, Class A-1	Jul. 2020	4.37	%		103,903		104,740
Series 2013-3, Class A-1	Nov. 2020	4.24	%		75,175		75,767
Series 2014-1, Class A-1	Apr. 2021	4.21	%		119,350		119,650
Series 2015-1, Class A-1	Apr. 2022	3.75	%		94,921		—
Series 2013-1, Class A-2	Mar. 2023	4.65	%		98,351		99,196
Series 2013-2, Class A-2	Jul. 2023	5.33	%		94,193		94,951
Series 2013-3, Class A-2	Nov. 2023	5.21	%		97,629		98,398
Series 2014-1, Class A-2	Apr. 2024	5.00	%		139,242		139,592
Series 2015-1, Class A-2	Apr. 2025	4.17	%		269,775		—
Non-recourse mortgage notes payable:
$21,443 note issued July 2005 (a)	Aug. 2015	5.26	% (a)		18,746		18,956
$4,000 note issued August 2006 (b)	Sept. 2016	6.33	% (b)		3,272		3,326
$3,800 note issued September 2006 (c)	Oct. 2016	6.47	% (c)		3,483		3,512
$7,088 note issued April 2007 (d)	May 2017	6.00	% (d)		6,623		6,676
$4,400 note issued August 2007 (e)	Sept. 2017	6.7665	% (e)		3,754		3,807
$8,000 note issued January 2012; assumed in December 2013	Jan. 2018	4.778	%		7,377		7,511
$20,530 note issued December 2011 and amended February 2012	Jan. 2019	5.275	% (f)		19,085		19,317
$6,500 note issued December 2012	Dec. 2019	4.806	%		6,133		6,207
$2,956 note issued June 2013	Jun. 2020	3.184	% (g)		2,792		2,827
$16,100 note issued February 2014	Mar. 2021	4.83	%		15,688		15,857
$13,000 note issued May 2012	May 2022	5.195	%		12,183		12,326
$14,950 note issued July 2012	Aug. 2022	4.95	%		13,686		13,863
$26,000 note issued August 2012	Sept. 2022	5.05	%		24,519		24,805
$6,400 note issued November 2012	Dec. 2022	4.707	%		6,054		6,127
$11,895 note issued March 2013	Apr. 2023	4.7315	%		11,345		11,478
$17,500 note issued August 2013	Sept. 2023	5.46	%		16,919		17,091
$10,075 note issued March 2014	Apr. 2024	5.10	%		9,913		9,984
$7,750 note issued February 2013	Mar. 2038	4.81	% (h)		7,382		7,468
$6,944 notes issued March 2013	Apr. 2038	4.50	% (i)		6,602		6,684
					1,638,612		1,283,495
Unamortized net premium					199		656
Total non-recourse debt obligations of consolidated special purpose entities				$	1,638,811	$	1,284,151

(a) Note was assumed in June 2014 at a premium; estimated effective yield at assumption of 3.69%.  Subsequent to June 30, 2015, this note was refinanced in the amount of $21.1 million; the new note has an interest rate of 4.36% and matures in August 2025.

(b) Note was assumed in July 2012 at a premium; estimated effective yield at assumption of 5.15%.

(c) Note was assumed in April 2014 at a premium; estimated effective yield at assumption of 3.88%.

(d) Note was assumed in December 2013 at a premium; estimated effective yield at assumption of 4.45%.

(e) Note was assumed in September 2014 at a premium; estimated effective yield at assumption of 3.40%.

(f) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.50%. The Company has entered into two interest rate swap agreements that effectively convert the floating rate on a $12.6 million portion and a $6.5 million portion of this mortgage note payable to fixed rates of 5.299% and 5.230%, respectively.

(g) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.00%; rate shown is effective rate at June 30, 2015.

(h) Interest rate is effective for first 10 years and will reset to greater of (1) initial rate plus 400 basis points or (2) Treasury rate plus 400 basis points.

(i) Interest rate is effective for first 10 years and will reset to the lender’s then prevailing interest rate.

21

As of June 30, 2015, the scheduled debt maturities, including balloon payments, during the next five years and thereafter are as follows (in thousands):

	Scheduled		Balloon
	Principal		Payments			Total
Remainder of 2015	$	10,524	$	18,710	(a)	$	29,234
2016		21,613		6,549			28,162
2017		22,341		9,921			32,262
2018		22,895		6,665			29,560
2019		21,590		213,539			235,129
2020		15,767		295,986			311,753
Thereafter		43,237		929,275			972,512
	$	157,967	$	1,480,645		$	1,638,612

(a) The note payable to which this balloon payment related was refinanced subsequent to June 30, 2015; the new note payable matures in August 2025.

5. Stockholders’ Equity

On November 3, 2014, the Company’s board of directors declared a 1.67‑for‑one split of its common stock effected through a dividend to its stockholders. The stock dividend was treated as a stock split for accounting purposes; the $0.01 par value of the common stock was unchanged. The Company declared dividends payable to common stockholders totaling $60.5 million and $31.9 million during the six months ended June 30, 2015 and 2014, respectively.

On March 30, 2015, STORE Holding redeemed all of itsSeries A membership interests that were held by members of the Company’s board and senior management through the distribution of 653,382common shares of the Company to those members.  In June 2015, the Company completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock.  The Company received $224.7 million in proceeds, net of both underwriters’ discount and offering expenses, in connection with this offering. STORE Holding held 72,436,144of the Company’s common shares at June 30, 2015 and 82,802,026 common shares at December 31, 2014.

6. Income from Discontinued Operations

Periodically, the Company may sell real estate properties it owns. Effective January 1, 2014, the Company adopted ASU No. 2014‑08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014‑08),under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. The Company was required to continue to classify any property disposal or property classified as held for sale as of December 31, 2013 as discontinued operations prospectively; therefore, the gains and losses from these property dispositions and all operations from these properties were reclassified to discontinued operations, net of any related income tax, in the consolidated statements of income. This presentation has no impact on net income or cash flow. The Company did not classify any additional property disposals as discontinued operations subsequent to December 31, 2013.

Amounts reclassified to discontinued operations during the three and six months ended June 30,2014 included $24,000 and $127,000, respectively, of income from real estate operations and $226,000 and $969,000, respectively, of gain on disposition of properties relatedto assets that had been classified as held for sale prior to the Company’s adoption of ASU 2014‑08.

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7. Commitments and Contingencies

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. At the time the Company purchases a property, the Company may also agree to fund future improvements to the property. As of June 30, 2015, the Company had approximately $52.6 million in commitments to fund improvements to real estate properties previously acquired which will generally result in increases to the rental revenue due under the related contracts.

The Company has employment agreements with each of its executive officers which will expire in November 2018.  The agreements provide for minimum annual base salaries and annual incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives to be adopted by the Company’s Board of Directors each year.  In addition, each officer is eligible to receive equity awards as determined by the Company’s Board of Directors. In the event an executive officer is terminated without cause or terminates employment for good reason, the Company is liable for a lump‑sum severance payment in an amount equal to, in the case of the Company’s Chief Executive Officer, the sum of (i) two times his base salary and (ii) two times the target cash bonus for which he was eligible in the prior fiscal year (whether or not received); and, in the case of the Company’s other executive officers, the sum of (i) 1.5 times his or her base salary and (ii) 1.5 times the target cash bonus for which he or she was eligible in the prior fiscal year (whether or not received); plus, in the case of all executive officers, certain other specified termination benefits.  In the event of a termination without cause, as defined in the employment agreements, the executive officer is entitled to immediate vesting of any and all outstanding unvested shares of the Company’s restricted stock that he or she has been awarded as part of the Company’s incentive compensation program.  For unvested RSUs, in the event of a qualified termination, as defined in the award agreement, the executive officer is entitled to a portion of any earned award, as determined under the award agreement, based on the elapsed performance period.

8. 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 fair value of the Company’s derivatives  (interest rate swaps) at June 30, 2015 and December 31, 2014 was a liability of $328,000 and $266,000, respectively, included in other liabilities on the consolidated balance sheets.

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 upon market conditions and perceived risks at June 30, 2015 and December 31, 2014. 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 and escrow deposits, 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. Additionally, the Company believes the carrying values of its fixed‑rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads.

The estimated fair values of the non‑recourse debt obligations of consolidated special purpose entities 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 June 30, 2015,  these debt obligations had a carrying value of $1,638.8 million and an estimated fair value of $1,735.6 million. At December 31, 2014, these debt obligations had a carrying value of $1,284.2 million and an estimated fair value of $1,349.0 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  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.  Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements.  Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.  Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this quarterly report may not prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.  For a further discussion of these and other factors that could impact future results, performance or transactions, see “Item 1A.Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 10, 2015.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this quarterly 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.

Overview

We were formed in 2011 to invest in and manage Single Tenant Operational Real Estate, or STORE Properties, 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. Examples of operational real estate include restaurants, early childhood education centers, health clubs, movie theaters, sporting goods stores, furniture stores and colleges and professional schools.  By acquiring the real estate from the operators and then leasing the real estate back to them, they become our long‑term tenants, and we refer to them as our customers. We provide a source of long‑term capital to our customers by enabling them to avoid the need to incur debt and employ equity in order to finance the real estate that is essential to their business.

We are a Maryland corporation 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 of our taxable income to our stockholders and meet other requirements. 

The growth of our Company from inception in May 2011 until November 2014 was privately funded by STORE Holding Company, LLC, or STORE Holding, a Delaware limited liability company, all of which is owned, directly or indirectly, by certain investment funds managed by Oaktree Capital Management, L.P.  In November 2014, we took the Company public on the New York Stock Exchange and now our common stock trades under the ticker symbol “STOR”.  In November 2014, prior to our initial public offering, or IPO, our board of directors declared a stock split effected through the distribution of 1.67 shares for each share of common stock then outstanding; accordingly, all share and per share information included in this report has been retroactively restated to take into account the effect of the stock split.  In June 2015, we completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of our common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock.  STORE Holding is still our primary stockholder, owning approximately 57% of our outstanding common stock as of June 30, 2015.

Since our inception in 2011, we have selectively originated a real estate investment portfolio totaling $3.5 billion, consisting of investments in 1,175 property locations across 46 states as of June 30, 2015. All of the real

24

estate we acquire is held by our wholly-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 small 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 lesser of the increase in the Consumer Price Index, or CPI, or a stated percentage (if expressed on an annual basis, currently averaging approximately 1.7%), which allows the monthly lease payments we receive to rise somewhat in an inflationary economic environment. As of June 30, 2015, approximately 97% of our leases (based on annualized base rent) are referred to as “triple net”, which means that our customer is responsible for all of the 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 costs under such leases. Since our properties are single‑tenant properties under long‑term leases, it is not necessary for us to perform any significant ongoing leasing activities on our properties. As of June 30, 2015, the weighted average remaining term of our leases (calculated based on annualized base rent) was approximately 15 years, excluding renewal options, which are exercisable at the option of our tenants upon expiration of their base lease term. Leases approximating 98% of our base rent as of that date provide for tenant renewal options (generally two to four five‑year options) and leases approximating 6% of our base rent provide our tenant the option, at their election, to purchase the property from us at a specified time or times (generally at the greater of the then‑fair market value or our cost).

Liquidity and Capital Resources

At the beginning of 2015, our real estate investment portfolio totaled $2.8 billion, consisting of investments in 947 property locations with base rent and interest due from our customers aggregating approximately $19.8 million per month, excluding future rent payment escalations. By June 30, 2015, our investment portfolio had grown to $3.5 billion, consisting of investments in 1,175 property locations with base rent and interest aggregating approximately $24.2 million per month. Substantially all of our cash from operations is generated by our real estate portfolio.

Our primary cash expenditures are the monthly 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 of 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 would incur these property costs during the time it would take to locate a substitute tenant.  Also, we will occasionally incur nominal property‑level expenses that are not paid by our customers, such as the costs of periodically making site inspections of our properties. During the first six months of 2015, leases associated with three properties due to expire in 2015 were renewed by the tenant and one property was vacated upon lease expiration.  As of June 30, 2015, our portfolio was 99.5% occupied. One of the six vacant properties was sold in early July; accordingly, we expect that we will incur some property costs during the period that these vacant properties are being remarketed.

We intend to continue to grow primarily through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions which are consistent with our underwriting guidelines and raise future additional capital. We acquire real estate with a combination of debt and equity capital and with cash from operations that is not otherwise distributed to our stockholders. 

Our debt capital is provided on a temporary basis through our variable‑rate unsecured revolving credit facility with a group of banks, until our short-term borrowings are sufficiently large to enable the economic issuance of long-term fixed-rate notes under our STORE Master Funding debt program. We also, from time to time, obtain fixed-rate non‑recourse mortgage financing from banks and insurance companies secured by specific property we pledge as

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collateral. 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 may 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 caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We target a level of debt within a range of six to seven times our earnings before interest, taxes, depreciation and amortization.

The availability of debt to finance commercial real estate in the United States can, at times, be impacted by economic and other factors that are beyond our control. An example of this is the period during the recession of 2007 to 2009 when availability of debt capital for commercial real estate was significantly curtailed. We seek to reduce the risk that long‑term debt capital may be unavailable to us by limiting the period between the time we acquire our real estate and the time we finance our real estate with long‑term debt. In addition, we have arranged our short‑term debt facility (described below) to have a multi‑year term in order to reduce the risk that short‑term real estate financing would not be available to us. As we grow our real estate portfolio, we also intend to manage our debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future. As of June 30, 2015, we had no significant near-term debt maturities, with balloon payments due during the remainder of 2015 representing just $19 million, or 1.1%, of our total long-term debt, and our weighted average debt maturity is approximately seven years. As our outstanding debt matures, we may refinance this maturing debt as it comes due or choose to repay it using cash and cash equivalents or our revolving credit facility. On July 30, 2015, we refinanced the debt that was scheduled to mature in August 2015 with nonrecourse fixed-rate debtdue in August 2025. Because our long-term debt generally requires monthly payments of principal, in addition to the monthly interest payments, the resulting principal amortization reduces our refinancing risk upon maturity of the debt. The long-term debt we have issued as of June 30, 2015 is comprised, almost exclusively, of secured non-recourse borrowings with a weighted average loan-to-cost ratio of 69% and approximately 68% of our portfolio serves as collateral for this long-term debt.  The remaining portfolio properties, aggregating approximately $1.1 billion, are unencumbered and this unencumbered pool of properties provides us flexibility for future secured or unsecured borrowings or as substitute collateral for existing indebtedness. 

We raise debt capital through several different markets, including the asset‑backed and commercial mortgage‑backed securities markets, as well as the market for term debt financing. We believe that having access to multiple debt markets increases our financing flexibility because different debt markets may attract different debt investors, thus increasing our access to a potentially larger pool of debt investors. Also, a particular debt market may be more competitive than another at any particular point in time. In addition to these sources of debt capital, our senior leadership team has prior experience with senior secured lines of credit and senior unsecured term debt, which may be deployed as we continue to grow the business and implement our asset‑liability management strategies.

Typically, we use our unsecured credit facility to acquire our real estate properties, until those borrowings are sufficiently large to warrant the economic issuance of long-term fixed-rate debt, the proceeds from which we use to repay the amounts outstanding under our revolving credit facility. In September 2014, we entered into a $300 million unsecured revolving credit facility with a group of lenders, which replaced our two previous secured credit facilities. This facility, which includes an accordion feature that allows the size of the facility to be increased up to $500 million, is for an initial term of three years and includes a one‑year extension option subject to certain conditions and the payment of a 0.2% extension fee. The facility bears interest at a rate selected by us equal to either one‑month LIBOR plus a leverage‑based credit spread ranging from 1.75% to 2.50%, or a Base Rate, as defined in the debt agreement, plus a leverage‑based credit spread ranging from 0.75% to 1.50%, and also includes a fee of 0.25% assessed on the average unused portion of the facility. Availability under the facility is limited to 50% of the value of our eligible unencumbered assets at any point in time. At June 30, 2015, we had no borrowings outstanding on this credit facility and we had a pool of unencumbered assets aggregating approximately $1.1 billion, substantially all of which is eligible as collateral under the credit facility.  Covenants under this facility include: maximum leverage of 65%, minimum fixed charge coverage of 1.5x, minimum net worth of $600 million plus 75% of new net equity proceeds, and a maximum dividend payout ratio limited to 95% of Funds from Operations, all as defined in the agreement. The facility is recourse to us and includes a

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guaranty from STORE Capital Acquisitions, LLC, one of our direct wholly‑owned subsidiaries. We remain in compliance with these covenants.

As of June 30, 2015, essentially all of our long‑term debt was fixed‑rate debt, or was effectively converted to a fixed‑rate for the term of the debt. Our primary long‑term debt funding option is STORE Master Funding, which we began to use in 2012. As summarized below, a large portion of our real estate investment portfolio serves as collateral for outstanding borrowings under this debt program. 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. The ABS notes are generally issued to institutional investors through the asset‑backed securities market. These ABS notes are issued in two classes, Class A and Class B. The Class A notes, which represent approximately 70% of the appraised value of the underlying real estate collateral, are currently rated A+ by Standard & Poor’s Ratings Services. The Class A notes generally require monthly payments of principal and interest with balloon payments due at their respective maturity dates, either seven or 10 years from the date of issuance. We have historically retained the Class B notes, which are subordinated to the Class A notes as to principal repayment. The Class B notes, currently rated BBB by Standard & Poor’s Rating Services, aggregate $108.0 million in principal amount outstanding at June 30, 2015 and are held by one of our bankruptcy remote, special purpose entity subsidiaries. The Class B notes are not reflected in our financial statements because they eliminate in consolidation. Since these Class B notes are issued and outstanding, they provide us with additional financial flexibility in that we may sell them to a third party in the future or use them as collateral for short‑term borrowings as we have done from time to time in the past.

The ABS notes outstanding at June 30, 2015 totaled $1.4 billion in Class A principal amount supported by a collateral pool valued at $2.0 billion representing 792 property locations operated by 181 customers.  The amount of debt that can be issued in any new series is determined by the structure of the transaction and the amount of collateral that has been added to the pool. In addition, the issuance of each new series of notes is subject to the satisfaction of several conditions, including that there is no event of default on the existing note series and that the issuance will not result in an event of default on, or the credit rating downgrade of, the existing note series.

A significant portion of our cash flows is generated by the special purpose entities comprising our STORE Master Funding debt program. For the six months ended June 30, 2015, excess cash flow, after payment of debt service and servicing and trustee expenses, totaled $32 million on cash collections of $73 million, which represents an overall ratio of cash collections to debt service of greater than 1.75 to 1 on the STORE Master Funding program. If at any time the debt service coverage ratio (as defined in the STORE Master Funding program documents) generated by the collateral pool is less than 1.3 to 1, excess cash flow from the STORE Master Funding entities will be deposited into a reserve account to be used for payments to be made on the net‑lease mortgage notes, to the extent there is a shortfall. We anticipate that the debt service coverage ratio for the STORE Master Funding program will remain well above program minimums.

To complement STORE Master Funding, we also obtain debt in discrete transactions through other bankruptcy remote, special purpose entity subsidiaries, which debt is solely secured by specific real estate assets and is generally non‑recourse to us (subject to certain customary limited exceptions). These discrete borrowings are generally in the form of traditional mortgage notes payable, with principal and interest payments due monthly and balloon payments due at their respective maturity dates, which typically range from seven to 10 years from the date of issuance. We generally obtain discrete secured borrowings from institutional commercial mortgage lenders, who subsequently securitize (that is, sell) the loans within the commercial mortgage‑backed securities, or CMBS, market. We have also occasionally used similar types of financing from insurance companies and commercial banks. Our secured borrowings 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. Certain of the notes also require the posting of cash reserves with the lender or trustee if specified coverage ratios are not maintained by the special purpose entity or the tenant.

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As of June 30, 2015, the long‑term, non‑recourse debt of our consolidated special purpose entities had an aggregate outstanding principal balance of approximately $1.6 billion, a weighted average maturity of 7.0 years and a weighted average interest rate of 4.71%.  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 June 30, 2015:

			Gross Investment Amount
			Special Purpose
	Outstanding		Entity		All Other
(In millions)	Borrowings		Subsidiaries		Subsidiaries		Total
STORE Master Funding net-lease mortgage notes payable	$	1,443	$	2,034	$	—	$	2,034
Other mortgage notes payable		196		328		—		328
Total long-term debt		1,639		2,362		—		2,362
Unsecured credit facility		—		—		—		—
Unencumbered real estate assets		—		736		377		1,113
	$	1,639	$	3,098	$	377	$	3,475

Our decision to use STORE Master Funding or non‑recourse traditional mortgage loan borrowings depends on borrowing costs, debt terms, debt flexibility and the tenant and industry diversification levels of the collateral pool. As we continue to acquire real estate, we expect to balance the overall degree of leverage on our portfolio by growing a pool of portfolio assets that are unencumbered. A growing pool of unencumbered assets will increase our financial flexibility by providing us with assets that could support unsecured financing or that could 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 any additional equity capital raises.

On June 9, 2015, we completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of our common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock at a price to the public of $20.25 per share.  We generated approximately $225 million of net proceeds from this offering which were used to pay down $100 million of borrowings outstanding under our credit facility and to fund approximately $94 million of our real estate acquisition transactions that closed late in the second quarter. 

As shown in the table below, net cash provided by operating activities rose primarily due to the increase in the size of our real estate investment portfolio. Our real estate investing activities have grown in volume as we continue to make headway into our target market by identifying and acquiring real estate, primarily through sale‑leaseback transactions. Real estate investment activity in the first half of 2015 was primarily funded with a combination of cash on hand from our November 2014 IPO, cash from operations,proceeds from the April 2015 issuance of notes under our STORE Master Funding debt program and a portion of the proceeds from our follow-on common stock offering in June.  During the six months ended June 30, 2014, real estate investment activity was funded with cash from operations and proceeds from the issuance of STORE Master Funding notes, as well as with proceeds from the issuance of common stock in our private stock offerings. Dividends paid during the six months ended June 30, 2015 totaled $41.9 million which included $28.8 million paid in the second quarter and $13.1 million paid in the first quarter.  Dividends paid during the first quarter of 2015 represented a pro-rated dividend for the period from the closing of the IPO through

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December 31, 2014. Dividends paid during the six months ended June 30, 2014 totaled $31.9 million. Cash and cash equivalents totaled $66.2 million and $136.3 million at June 30, 2015 and December 31, 2014, respectively.

	Six Months Ended
	June 30,
(In thousands)	2015		2014
Net cash provided by operating activities	$	82,269	$	45,913
Net cash used in investing activities		(682,137)		(540,070)
Net cash provided by financing activities		529,799		527,036
Net (decrease) increase in cash and cash equivalents		(70,069)		32,879
Cash and cash equivalents, beginning of period		136,313		61,814
Cash and cash equivalents, end of period	$	66,244	$	94,693

Management believes that the cash generated by our operations, together with our cash and cash equivalents at June 30, 2015, our current borrowing capacity on our revolving credit facility and our access to long‑term debt capital, will be sufficient to fund our operations for the foreseeable future 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 intend to raise additional equity capital through the sale of our common stock.

Real Estate Portfolio Information

As of June 30, 2015, our total investment in real estate and loans approximated $3.5 billion, representing investments in 1,175 property locations, substantially all of which are profit centers for our customers.  These investments generate cash flows from more than 400 contracts predominantly structured as net leases, mortgage loans and combinations of leases and mortgage loans, or hybrid leases.  As of June 30,2015, only six of our single‑tenant properties were vacant and not subject to leases. The weighted average non‑cancellable remaining term of our leases was approximately 15 years.

Our real estate portfolio is highly diversified.  As of June 30, 2015, our 1,175 property locations were operated by 274 customers across 46 states.  None of our customers represented more than 3% of our portfolio at June 30, 2015, and our top ten largest customers represented less than 17% of annualized base rent and interest.  Our customers operate their businesses across 259 brand names or business concepts in more than 75 industries.  Our top five concepts as of June 30, 2015 were Ashley Furniture HomeStore, Gander Mountain, Applebee’s, Popeyes Louisiana Kitchen and Starplex Cinemas; combined, these concepts represented 13% of annualized base rent and interest.  Our top five industries as of June 30, 2015 are restaurants, health clubs, early childhood education centers, movie theaters and furniture stores.  Combined, these industries represented 53% of annualized base rent and interest. 

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The following tables summarize the diversification of our real estate portfolio based on the percentage of base rent and interest, annualized based on rates in effect on June 30, 2015, for all of our leases, loans and direct financing receivables in place as of that date.

Diversification by Customer

As of June 30, 2015, our 1,175 property locations were operated by 274 customers and the following table identifies our ten largest customers:

	% of
	Annualized
	Base Rent		Number
	and		of
Customer	Interest		Properties
Gander Mountain Company	2.92	%	12
SMH Theatres, Inc. (1)	2.49		10
O'Charley's LLC	1.96		30
Sailormen, Inc.	1.56		41
FreedomRoads, LLC	1.52		8
Bellisio Foods, Inc.	1.47		2
Rainbow Early Education Holding, LLC	1.40		34
Hill Country Holdings, LLC	1.23		6
Conn's, Inc.	1.22		7
RMH Franchise Holdings, Inc.	1.21		17
All other (264 customers)	83.02		1,008
Total	100.00	%	1,175

(1) SMH Theatres, Inc. has announced that it has entered into an agreement to be acquired by AMC Entertainment Holdings, Inc., subject to regulatory approval and customary closing conditions.

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Diversification by Concept

As of June 30, 2015, our customers operated their businesses across 259 concepts and the following table identifies the top ten concepts:

	% of
	Annualized
	Base Rent		Number
	and		of
Customer Business Concept	Interest		Properties
Ashley Furniture HomeStore	3.00	%	17
Gander Mountain	2.92		12
Applebee's	2.49		36
Popeyes Louisiana Kitchen	2.07		57
Starplex Cinemas	2.06		8
O'Charley's	1.96		30
FreedomRoads	1.52		8
KFC	1.47		49
Bellisio Foods	1.47		2
Rainbow Child Care Center	1.40		34
All other (249 concepts)	79.64		922
Total	100.00	%	1,175

Diversification by Industry

As of June 30, 2015, our customers’ business concepts were diversified across more than 75 industries within the service, retail and industrial sectors of the U.S. economy.  The following table summarizes those industries:

	% of
	Annualized			Building
	Base Rent		Number	Square
	and		of	Footage
Customer Industry	Interest		Properties	(in thousands)
Service:
Restaurants—full service	17.59	%	279	2,039
Restaurants—limited service	9.62		302	881
Health clubs	7.35		46	1,499
Early childhood education centers	7.30		127	1,318
Movie theaters	6.80		30	1,131
Colleges and professional schools	2.70		6	466
Automotive repair and maintenance	1.89		42	168
Family entertainment	1.67		6	336
All other service (33 industries)	17.99		165	5,051
Total service:	72.91		1,003	12,889
Retail:
Furniture stores	4.36		24	1,440
Sporting goods stores	3.44		15	983
All other retail (11 industries)	6.82		56	2,507
Total retail:	14.62		95	4,930
Industrial:
All industrial (25 industries)	12.47		77	8,370
Total	100.00	%	1,175	26,189

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Diversification by Geography

Our portfolio is also highly diversified by geography, as our 1,175 property locations can be found in 46 of the 50 states (excluding Alaska, Delaware, Hawaii and Rhode Island).  The following table details the top ten geographical locations of the properties as of June 30, 2015:

	% of
	Annualized
	Base Rent
	and		Number of
State	Interest		Properties
Texas	12.28	%	91
Illinois	7.52		80
Ohio	6.10		70
Tennessee	5.88		74
Georgia	5.80		82
Florida	4.50		63
Arizona	4.19		39
Pennsylvania	4.14		32
California	3.88		22
North Carolina	3.74		78
All other (36 states) (1)	41.97		544
Total	100.00	%	1,175

(1) Includes one property in Ontario, Canada which represents less than 0.2% of annualized base rent and interest.

Contract Expirations

The following table sets forth the schedule of our lease, loan and direct financing receivable expirations as of June 30, 2015:

	% of
	Annualized
	Base Rent
	and		Number of
Year of Lease Expiration or Loan Maturity (1)	Interest		Properties (2)
Remainder of 2015	—	%	—
2016	0.01		—
2017	0.34		4
2018	0.42		3
2019	0.97		9
2020	0.72		4
2021	1.26		7
2022	0.36		4
2023	3.04		38
2024	1.99		21
Thereafter	90.89		1,079
Total	100.00	%	1,169

(1) Expiration year of contracts in place as of June 30, 2015 and excludes any tenant option renewal periods.

(2) Excludes six properties which were vacant and not subject to a lease as of June 30, 2015.

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Recently Issued Accounting Pronouncements

See Note 2 to the June 30, 2015 unaudited condensed 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, 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 condensed 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. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have not made any material changes to these policies during the periods covered by this quarterly report.

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Results of Operations

Overview

As of June 30, 2015, our real estate investment portfolio had grown to $3.5 billion. Approximately 95% of the real estate investment portfolio represents commercial real estate properties subject to long‑term leases, 5% represents mortgage loans and direct financing receivables primarily on commercial real estate buildings (located on land we own and lease to our customers) and a nominal amount represents loans receivable secured by our tenants’ other assets. Of our 1,175 property locations, only six properties were vacant and not subject to a lease as of June 30, 2015.

Three and Six months Ended June 30, 2015 Compared to Three and Six months Ended June 30, 2014

	Three Months Ended						Six Months Ended
	June 30,				Increase		June 30,				Increase
(In thousands)	2015		2014		(Decrease)		2015		2014		(Decrease)
Total revenues	$	68,900	$	45,022	$	23,878	$	130,359	$	84,351	$	46,008
Expenses:
Interest		20,637		16,637		4,000		37,866		31,042		6,824
Transaction costs		607		1,160		(553)		866		1,558		(692)
Property costs		356		108		248		651		145		506
General and administrative		7,210		4,883		2,327		13,845		9,066		4,779
Depreciation and amortization		21,568		13,149		8,419		40,460		24,710		15,750
Provisions for impairment of real estate		—		—		—		1,000		—		1,000
Total expenses		50,378		35,937		14,441		94,688		66,521		28,167
Income from continuing operations before income taxes		18,522		9,085		9,437		35,671		17,830		17,841
Income tax expense		83		50		33		166		102		64
Income from continuing operations		18,439		9,035		9,404		35,505		17,728		17,777
Income from discontinued operations		—		250		(250)		—		1,096		(1,096)
Income before gain on dispositions of real estate investments		18,439		9,285		9,154		35,505		18,824		16,681
Gain on dispositions of real estate investments		1,195		1,137		58		1,195		1,137		58
Net income	$	19,634	$	10,422	$	9,212	$	36,700	$	19,961	$	16,739

Revenues

The increase in revenues period over period is driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues and interest income. The weighted average real estate investment amounts outstanding during the three-month periods were $3.29 billion in 2015 and $2.10 billion in the comparable period of 2014.  During the six-month periods, the weighted average real estate investment amounts outstanding were $3.11 billion in 2015 and $1.97 billion in 2014. Our real estate investment portfolio grew from $1.7 billion in gross investment amount representing 622 properties at the beginning of 2014 to $3.5 billion in gross investment amount representing 1,175 properties at June 30, 2015.Our real estate investments were made throughout the periods presented and were not all outstanding for the entire periods presented; accordingly, the vast majority of the increase in revenues between periods is primarily related to recognizing revenue in 2015 for acquisitions that were made during the latter half of 2014. Similarly, the full revenue impact of acquisitions made during the first six months of 2015 will not be seen until the second half of 2015.

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The initial rental or capitalization rates we receive 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 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. The majority of our transactions are sale‑leaseback transactions where we acquire the property and simultaneously negotiate a lease directly with the tenant based on their business needs. 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 leases represent an alternative for our customers to other forms of corporate capitalization, lease rates can also be influenced by changes in interest rates and overall capital availability. During 2015, we have experienced little change in the weighted average lease rate achieved as compared to the same period in 2014.  The weighted average initial real estate capitalization rate on the properties we acquired during the three months ended June 30, 2015 and 2014 was approximately 8.2% and 8.3%, respectively, and was approximately 8.3% and 8.4%, respectively, during the six months ended June 30, 2015 and 2014.

Interest Expense

The increases in interest expense, as summarized in the table below, are due primarily to an increase in long‑term borrowings used to partially fund the acquisition of properties for our growing real estate investment portfolio. We funded the growth in our real estate investment portfolio with added equity and long‑term fixed-rate debt, using our credit facilities to temporarily finance the properties we acquired.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2015			2014			2015			2014
Interest expense— credit facilities (includes non-use fees)	$	463		$	760		$	846		$	1,519
Interest expense—non-recourse debt obligations of consolidated special purpose entities		18,721			14,399			34,387			26,711
Capitalized interest		(201)			—			(418)			—
Amortization of deferred financing costs and other		1,654			1,478			3,051			2,812
Total interest expense	$	20,637		$	16,637		$	37,866		$	31,042
Credit facilities:
Average debt outstanding	$	56,440		$	66,338		$	46,204		$	69,147
Average interest rate (includes non-use fees)		3.3	%		4.6	%		3.7	%		4.4	%
Non-recourse debt obligations of consolidated special purpose entities:
Average debt outstanding	$	1,581,074		$	1,175,201		$	1,431,938		$	1,087,289
Average interest rate		4.7	%		4.9	%		4.8	%		4.9	%

The average amount of long-term debt outstanding was $1.58 billion during the three months ended June 30, 2015, up from $1.18 billion during the same period in 2014 and, for the six months ended June 30, 2015, the average amount of long-term debt outstanding was $1.43 billion up from $1.09 billion for the same period in 2014.  The increase in debt outstanding is the primary driver for the increase in interest expense on long-term debt for the periods presented.  Long-term debt added after June 30, 2014 included the April 2015 series of STORE Master Funding net‑lease mortgage notes payable aggregating $365 million in principal amount and $3.8 million of traditional mortgage debt. 

The increase in long-term debt outstanding was partially offset by a decrease in borrowings outstanding on our credit facilities.  The average debt outstanding on our credit facilities decreased from $66.3 million during the three months ended June 30, 2014 to $56.4 million during the same period in 2015, primarily due to the issuance of the STORE Master Funding notes early in the second quarter and the cash proceeds from the follow-on stock offering in June 2015. The average debt outstanding on our credit facilities decreased from $69.1 million during the six months ended June 30, 2015 to $46.2 million during the same period in 2015 primarily due to the availability of net equity

35

proceeds from our IPO that we used to make real estate investments during the first quarter of 2015.  From time to time, we may have construction activities on one or more of our real estate properties; interest capitalized as a part of those activities represented $0.2 million and $0.4 million during the three and six months ended June 30, 2015, respectively. 

Interest expense was also impacted by weighted average interest rates on both our long-term debt and our credit facilities, which are lower in 2015 than in 2014.  For example, we were able to achieve a lower weighted average borrowing cost of 4.1% on the April 2015 issuance of STORE Master Funding notes as compared to the 4.6% weighted average rate of our STORE Master Funding notes issued in May of 2014.

Transaction Costs

Our real estate acquisitions have been predominantly sale‑leaseback transactions in which acquisition and closing costs were capitalized as part of the investment in the property. We also occasionally acquire properties subject to an existing lease. Costs incurred on real estate transactions where we acquired properties that are subject to an existing lease were expensed to operations as incurred. Transaction costs expensed during the three and six months ended June 30, 2015 totaled $0.6 million and  $0.9 million, respectively, as compared to $1.2 million and $1.6 million, respectively, incurred during the same periods in 2014. Whether the real estate we acquire is subject to an existing lease or not determines how we account for the related transaction costs and, accordingly, may cause variability in the level of such costs expensed to operations from year to year.

Property Costs

Approximately 97% 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 where one or more of our properties is no longer under lease. 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 June 30, 2015, only six of our properties were vacant and not subject to a lease and we have no scheduled lease maturities during the remainder of 2015; we expect to incur some property costs related to the vacant properties until such time as those properties are either leased or sold. 

General and Administrative Expenses

General and administrative expenses include compensation and benefits; professional fees such as portfolio servicing, legal and accounting fees; and general office expenses such as insurance, office rent and travel costs. General and administrative costs totaled $7.2 million and $13.8 million for the three and six months ended June 30, 2015, respectively, as compared to $4.9 million and $9.1 million, respectively, for the same periods in 2014 with the increase being primarily due to the growth of our portfolio and related staff additions, and to the increased costs of being a public company. 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. Personnel were added to expand our portfolio management and servicing team and other operations support functions, which contributed to the increase in compensation and employee benefits expense. Our number of employees grew from 47 employees at June 30, 2014 to 55 employees as of June 30, 2015.A portion of the increase in general and administrative expenses was due to costs related to being a public company, including the costs of public company governance and reporting and meeting other regulatory requirements. We expect that general and administrative expenses will continue to rise in some measure as our real estate investment portfolio grows; however, we expect that such expenses as a percentage of the portfolio will decrease over time due to efficiencies and economies of scale.

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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 $13.1 million and $24.7 million for the three and six months ended June 30, 2014, respectively, to $21.6 million and $40.5 million, respectively, for the comparable periods in 2015.  

Net Income

For the three months ended June 30, 2015, our net income rose to $19.6 million from the $10.4 million in net income reported for the comparable period in 2014. Our net income rose to $36.7 million for the six months ended June 30, 2015 from the $20.0 million in net income reported for the same period 2014. The increase in net income is primarily due to the growth in the size of our real estate investment portfolio, which generated additional rental revenues and interest income. Net income for the six months ended June 30, 2015, includes the impact of a $1.0 million provision for impairment of one property based on the likelihood that the property may be sold in the near term. 

We sell properties from time to time in order to enhance the diversity and quality of our real estate portfolio.  For the three and six months ended June 30, 2015, net income includes a $1.2 million aggregate gain on the sale of four properties.  During the six months ended June 30, 2014,  net income includes a $2.1 million aggregate gain on the sale of six properties;  fiveof these six properties were sold in the second quarter of 2014 and represented an aggregate gain of $1.4 million.

Non‑GAAP Measures

Our reported results are presented in accordance with GAAP. We also disclose Funds from Operations, or FFO, and Adjusted Funds from Operations, or AFFO, both of which are non‑GAAP measures. We believe these two non‑GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO and AFFO do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income, excluding gains (or losses) from extraordinary items and sales of depreciable property, real estate impairment losses and depreciation and amortization expense from real estate assets, including the pro rata share of such adjustments of unconsolidated subsidiaries. To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to non‑cash revenues and expenses such as straight‑line rents, amortization of deferred financing costs and stock‑based compensation. In addition, in deriving AFFO, we exclude transaction costs associated with acquiring real estate subject to existing leases.

FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. Management believes that AFFO provides more useful information to investors and analysts because it modifies FFO to exclude additional non-cash revenues and expenses such as straight‑line rents, amortization of deferred financing costs and stock‑based compensation as such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. Additionally, in deriving AFFO, we exclude transaction costs associated with acquiring real estate subject to existing leases. We view transaction costs to be a part of our investment in the real estate we acquire, similar to the treatment of acquisition and closing costs on our sale-leaseback transactions, which are capitalized as a part of the investment in the asset. We believe that transaction costs are not an ongoing cost of the portfolio in place at the end of each reporting period and, for these reasons, we add back the portion expensed when computing AFFO.  As a result, we believe AFFO to be a more meaningful measurement of ongoing performance that

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allows for greater performance comparability.  Therefore, we disclose both FFO and AFFO and reconcile them to the most appropriate GAAP performance metric, which is net income.  STORE Capital’s FFO and AFFO may not be comparable to similarly titled measures employed by other companies.

The following is a reconciliation of net income (which we believe is the most comparable GAAP measure) to FFO and AFFO.

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2015		2014		2015		2014
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Depreciation and amortization of real estate assets		21,483		13,074		40,293		24,565
Provisions for impairment of real estate		—		—		1,000		—
Gain on dispositions of real estate		(1,195)		(1,363)		(1,195)		(2,106)
Funds from Operations		39,922		22,133		76,798		42,420
Adjustments:
Straight-line rental revenue, net		(991)		(886)		(1,099)		(1,502)
Transaction costs		607		1,160		866		1,558
Non-cash equity-based compensation		1,263		767		2,160		1,140
Non-cash interest expense		1,654		1,478		3,051		2,812
Amortization of lease-related intangibles and costs		335		340		555		449
Adjusted Funds from Operations	$	42,790	$	24,992	$	82,331	$	46,877

Item 3.  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 June 30, 2015, substantially all of our outstanding long‑term debt carried a fixed interest rate and the weighted average debt maturity was approximately seven 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:

· We seek to minimize the time period between acquisition of our real estate and the ultimate financing of that real estate with long‑term fixed‑rate debt.

· By using serial issuances of long-term debt, we intend to ladder out our debt maturities to avoid a significant amount of debt maturing during any single period.

· We choose long‑term debt that generally provides for some amortization of the principal balance over the term of the debt, which serves to reduce the amount of refinancing risk at debt maturity to the extent that we can refinance the reduced debt balance over a revised long-term amortization schedule. 

· We strive to grow our free cash flow such that, over time, our cash flow from operating activities, after principal payments on our debt, plus cash flows from property sales and principal collected on our loans receivable, each year exceeds that year’s scheduled debt maturities.

See our Annual Report on Form 10-K for the year ended December 31, 2014 under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities.  As of June 30, 2015, our market risk has not changed materially from the amounts reported in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

The disclosure controls and procedures of the Company are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As a result, our disclosure controls and procedures are designed to provide reasonable assurance that such disclosure controls and procedures will meet their objectives.

As of June 30, 2015, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company as defined in Rule 13a-15(e) under the Exchange Act.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Company’s design and operation of these disclosure controls and procedures are effective at the reasonable assurance level described above.

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 second 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.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

From time to time, we become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business and the business of our tenants.   Since our organization in May 2011, we have not been a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to us.

Item 1A.  Risk Factors.

There have been no material changes to the risk factors as disclosed in the section entitled “Risk Factors” beginning on page 11 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and filed with the Securities and Exchange Commission.  Please review the Risk Factors set forth in the Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended June 30, 2015, the Company did not repurchase any of its equity securities, nor did it sell any equity securities that were not registered under the Securities Act of 1933, as amended.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits

The exhibits filed or furnished with this Report are set forth in the Exhibit Index.

SIGNATURE

Pursuant to the requirements 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 CORPORATION
(Registrant)

Date:  August 14, 2015By: /s/ Catherine Long

Catherine Long
      Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

40

EXHIBIT INDEX

Exhibit No.	Description
4.1	Fourth Amended and Restated Master Indenture dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and STORE Master Funding VI, LLC, each a Delaware limited liability company, collectively as issuers, and Citibank, N.A., as indenture trustee, relating to Net-Lease Mortgage Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 16, 2015 and filed with the Securities and Exchange Commission on April 20, 2015 (Commission File No. 001-36739)).
4.2	Series 2015-1 Indenture Supplement dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and STORE Master Funding VI, LLC, each a Delaware limited liability company, and Citibank, N.A., as indenture trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 16, 2015 and filed with the Securities and Exchange Commission on April 20, 2015 (Commission File No. 001-36739)).
10.1	Fourth Amended and Restated Property Management and Servicing Agreement dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Mastering Funding IV, LLC, STORE Master Funding V, LLC and STORE Master Funding VI, LLC, each a Delaware limited liability company, collectively as issuers, STORE Capital Corporation, a Maryland corporation, as property manager and special servicer, and Midland Loan Services, Inc., a Delaware corporation, as back-up manager and Citibank, N.A., as indenture trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 16, 2015 and filed with the Securities and Exchange Commission on April 20, 2015 (Commission File No. 001-36739)).
10.2	First Amendment to the Fourth Amended and Restated Property Management and Servicing Agreement effective as of July 10, 2015.
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer.
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer.
32.1	Section 1350 Certification of the Chief Executive Officer.
32.2	Section 1350 Certification of the Chief Financial Officer.
99.1	Bridge Loan Credit Agreement dated as of April 8, 2015 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 8, 2015 and filed with the Securities and Exchange Commission on April 13, 2015 (Commission File No. 001-36739)).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Definition Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

41

EX-10.2

Exhibit10.2

STORE MASTER FUNDING I, LLC

as an Issuer,

STORE MASTER FUNDING II, LLC

as an Issuer,

STORE MASTER FUNDING III, LLC

as an Issuer,

STORE MASTER FUNDING IV, LLC

as an Issuer,

STORE MASTER FUNDING V, LLC

as an Issuer,

STORE MASTER FUNDING VI, LLC

as an Issuer,

and

EACH JOINING PARTY

each, as an Issuer,

STORE CAPITAL CORPORATION

as Property Manager and Special Servicer,

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

as Back-Up Manager

and

CITIBANK, N.A.,

not individually but solely as Indenture Trustee

FIRST AMENDMENT TO THE

FOURTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT

Effective as July 10, 2015

__________________________

Net-Lease Mortgage Notes

FIRST AMENDMENT TO THE

FOURTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT

This First Amendment to the Fourth Amended and Restated Property Management and Servicing Agreement is effective as of July 10, 2015 and is made among STORE Master Funding I, LLC, as an issuer (an “Issuer”), STORE Master Funding II, LLC, as an issuer (an “Issuer”), STORE Master Funding III, LLC, as an issuer (an “Issuer”), STORE Master Funding IV, LLC, as an issuer (an “Issuer”), STORE Master Funding V, LLC, as an issuer (an “Issuer”), STORE Master Funding VI, LLC, as an issuer (an “Issuer”), each Joining Party, each as an issuer (each, an “Issuer”), STORE Capital Corporation, a Maryland corporation, as property manager and special servicer (together with its successors in such capacities, the “Property Manager” and “Special Servicer,” respectively), Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “Indenture Trustee”) and Midland Loan Services, a division of PNC Bank, National Association, as Back-Up Manager (together with its successors in such capacity, the “Back-Up Manager”) (collectively, the “Parties”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Fourth Amended and Restated Property Management Agreement (as hereinafter defined).

RECITALS

WHEREAS, STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-up Manager, entered into the Fourth Amended and Restated Property Management and Servicing Agreement, dated April 16, 2015(the “Fourth Amended and Restated Property Management Agreement”); and

WHEREAS, the Parties hereto wish to amend certain provisions in the Fourth Amended and Restated Property Management Agreement as further described in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Fourth Amended and Restated Property Management Agreement as follows:

1.Definitions.  The definition of “Back-Up Fee Rate” is hereby deleted in its entirety and replaced with the following definition:

“Back-Up Fee Rate”:  With respect to each Property, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.010%.

2.Effectiveness.  The parties hereto acknowledge and agree that the effectiveness of this modification to the Back-Up Fee Rate will begin with the period relating to the July 2015 Payment Date.

3.Ratification.  Except as expressly stated herein, the Fourth Amended and Restated Property Management Agreement shall remain in full force and effect.  If there is any conflict between the Fourth Amended and Restated Property Management Agreement and the terms of this Amendment, the terms of this Amendment shall control.

IN WITNESS WHEREOF, the Issuers, the Property Manager and Special Servicer, the Back-Up Manager and the Indenture Trustee have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

STORE CAPITAL CORPORATION,

a Maryland corporation, as

Property Manager and Special Servicer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

STORE MASTER FUNDING I, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

STORE MASTER FUNDING II, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

STORE MASTER FUNDING III, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STORE MASTER FUNDING IV, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

STORE MASTER FUNDING V, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

STORE MASTER FUNDING VI, LLC,

a Delaware limited liability company, as Issuer

By:  /s/ Michael J. Zieg

      Michael J. Zieg

      Executive Vice President

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:  /s/ John Hannon

      John Hannon

      Vice President

      Authorized Signatory

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Back-Up Manager

By:  /s/ Cynthia A. Bicknell

      Cynthia A. Bicknell

      SeniorVice President

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING I, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING II, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING III, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING IV, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING V, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE MASTER FUNDING VI, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF NEW YORK)

)ss.:

COUNTY OF NEW YORK)

On the 1st day of July, 2015, before me, a notary public in and for said State, personally appeared John Hannon, known to me to be the Vice President of CITIBANK, N.A., and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Noreen Santos
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF ARIZONA)

)ss.:

COUNTY OF MARICOPA)

On the 7 day of July, 2015, before me, a notary public in and for said State, personally appeared Michael J. Zieg, known to me to be the Executive Vice President of STORE CAPITAL CORPORATION, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Susan M. Fitzgerald
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

STATE OF KANSAS)

)ss.:

COUNTY OF JOHNSON)

On the 1st day of July, 2015, before me, a notary public in and for said State, personally appeared Cynthia A. Bicknell,  known to me to be the Senior Vice Presidentof MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Brent Kinder
Notary Public

[Notarial Seal]

First Amendment to the Fourth Amended and Restated Property Management Agreement - STORE 2015-1

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Christopher H. Volk, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q  of STORE Capital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015
	/s/ Christopher H. Volk
	Christopher H. Volk
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Catherine Long, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q  of STORE Capital Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015
	/s/ Catherine Long
	Catherine Long
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the periodic report of STORE Capital Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher H. Volk, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

5
Date: August 14, 2015	/s/ Christopher H. Volk
	Christopher H. Volk
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the periodic report of STORE Capital Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Catherine Long, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

5
Date: August 14, 2015
	/s/ Catherine Long
	Catherine Long
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Derivatives [Line items]
Total non‑recourse debt obligations	$ 1,638,811,000	$ 1,284,151,000
Interest rate swaps
Derivatives [Line items]
Fair value, swaps	328,000	266,000
Consolidated special purpose entities
Derivatives [Line items]
Total non‑recourse debt obligations	1,638,811,000	1,284,151,000
Consolidated special purpose entities | Level 2 Fair Value | Carrying value
Derivatives [Line items]
Total non‑recourse debt obligations	1,638,800,000	1,284,200,000
Consolidated special purpose entities | Level 2 Fair Value | Fair value
Derivatives [Line items]
Total non‑recourse debt obligations	$ 1,735,600,000	$ 1,349,000,000

XML

Investments (Details 4)	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) property item	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Intangible Lease Assets
Intangible lease assets	$ 73,918,000		$ 73,918,000		$ 60,184,000
Accumulated amortization	(9,354,000)		(9,354,000)		(6,006,000)
Net intangible lease assets	64,564,000		64,564,000		54,178,000
Amortization in the next five years
Remainder of 2015	2,800,000		2,800,000
2016	5,600,000		5,600,000
2017	5,500,000		5,500,000
2018	5,300,000		5,300,000
2019	5,000,000		5,000,000
2020	4,400,000		$ 4,400,000
Accounting for Real Estate Investments
Typical number of renewal options | item			1
Remaining noncancelable lease term			15 years
Number Of Real Estate Properties Vacant Not Subject to Lease | property			6
Future minimum rentals to be received under the remaining noncancelable term of the operating leases
Remainder of 2015	138,498,000		$ 138,498,000
2016	277,639,000		277,639,000
2017	277,863,000		277,863,000
2018	277,911,000		277,911,000
2019	277,816,000		277,816,000
2020	275,865,000		275,865,000
Thereafter	2,607,991,000		2,607,991,000
Total future minimum rentals	4,133,583,000		4,133,583,000
Decrease to rental revenue
Amortization in the next five years
Remainder of 2015	600,000		600,000
2016	1,200,000		1,200,000
2017	1,200,000		1,200,000
2018	1,200,000		1,200,000
2019	1,200,000		1,200,000
2020	1,200,000		1,200,000
Amortization expense
Intangible Lease Assets
Amount amortized	1,400,000	$ 900,000	2,800,000	$ 1,700,000
Leases, Acquired-in-Place [Member]
Intangible Lease Assets
Intangible lease assets	56,346,000		$ 56,346,000		47,359,000
Amortization in the next five years
Weighted average remaining amortization period			10 years
Leases, Acquired-in-Place [Member] | Assets Held-for-sale [Member]
Intangible Lease Assets
Intangible lease assets	276,000		$ 276,000
Accumulated amortization	(47,000)		(47,000)
Above Market Leases [Member]
Intangible Lease Assets
Intangible lease assets	10,273,000		$ 10,273,000		5,526,000
Amortization in the next five years
Weighted average remaining amortization period			9 years
Above Market Leases [Member] | Decrease to rental revenue
Intangible Lease Assets
Amount amortized	300,000	$ 200,000	$ 500,000	$ 200,000
Ground lease interest assets
Intangible Lease Assets
Intangible lease assets	$ 7,299,000		$ 7,299,000		$ 7,299,000
Amortization in the next five years
Weighted average remaining amortization period			75 years

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Investments

6 Months Ended

Jun. 30, 2015

Investments:

Investments

3. Investments

At June 30, 2015, STORE Capital had investments in 1,175 property locations representing 1,162 owned properties (of which 15 are accounted for as direct financing receivables), eight ground lease interests and five properties which secure certain mortgage loans. The gross acquisition cost of the real estate investments totaled $3.31 billion at June 30, 2015. In addition, the Company held loans and direct financing receivables with an aggregate carrying amount at June 30, 2015 of $168.3 million. As of June 30, 2015, a substantial portion of these investments are assets of consolidated special purpose entity subsidiaries and are pledged as collateral under the non‑recourse obligations of these special purpose entities (Note 4).

During the six months ended June 30, 2015, the Company had the following gross real estate and loan activity (dollars in thousands):

	Number of	Dollar
	Investment	Amount of
	Locations	Investments (a)
Gross investments, December 31, 2014	947	$	2,805,911
Acquisition of and additions to real estate (b)(c)	227		624,742
Investment in loans and direct financing receivables	6		61,519
Sales of real estate	(4)		(11,559)
Principal collections on loans and direct financing receivables	(1)		(4,579)
Provision for impairment of real estate			(1,000)
Other			(21)
Gross investments, June 30, 2015 (d)			3,475,013
Less accumulated depreciation and amortization (d)			(138,714)
Net investments, June 30, 2015	1,175	$	3,336,299

(a) The dollar amount of 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 direct financing receivables.

(b) Includes $0.4 million of interest capitalized to properties under construction.

(c) Excludes $15.4 million of tenant improvement advances disbursed in 2015 which were accrued as of December 31, 2014.

(d) Includes the dollar amount of investments ($11.5 million) and the accumulated depreciation ($0.9 million) related to real estate investments held for sale at June 30, 2015.

The following table shows information regarding the diversification of the Company’s total investment portfolio among the different industries in which its tenants and borrowers operate as of June 30, 2015 (dollars in thousands):

				Percentage of
	Number of	Dollar		Total Dollar
	Investment	Amount of		Amount of
	Locations	Investments (a)		Investments
Restaurants	581	$	947,584	27	%
Health clubs	46		253,571	7
Early childhood education centers	127		244,035	7
Movie theaters	30		237,860	7
Furniture stores	24		146,645	4
Sporting goods stores	15		122,693	4
Colleges and professional schools	6		79,101	2
All other service industries	213		782,754	23
All other retail industries	56		235,610	7
All industrial	77		425,160	12
	1,175	$	3,475,013	100	%

(a) The dollar amount of investments includes the gross investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and direct financing receivables.

Significant Credit and Revenue Concentration

STORE Capital’s real estate investments are leased or financed to 274 customers geographically dispersed throughout 46 states. Only one state, Texas (12%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at June 30, 2015. None of the Company’s 274 customers represented more than 10% of the Company’s real estate investment portfolio at June 30, 2015, with the largest customer representing less than 3% of the total investment portfolio. On an annualized basis, the largest customer also represented less than 3% of the Company’s annualized investment portfolio revenues as of June 30, 2015. The Company’s customers operate their businesses across 259 concepts and the largest of these concepts represented 3% of the Company’s annualized investment portfolio revenues as of June 30, 2015.

Intangible Lease Assets

The following details intangible lease assets and related accumulated amortization (in thousands):

	June 30,			December 31,
	2015			2014
In-place lease assets	$	56,346	(a)	$	47,359
Above-market lease assets		10,273			5,526
Ground lease interest assets		7,299			7,299
Total intangible lease assets		73,918			60,184
Accumulated amortization		(9,354)	(a)		(6,006)
Net intangible lease assets	$	64,564		$	54,178

(a) Includes the dollar amount of in-place lease intangibles ($276,000) and the accumulated amortization ($47,000) related to real estate investments held for sale at June 30, 2015.

Aggregate lease intangible amortization included in expense was $1.4 million and $0.9 million during the three months ended June 30, 2015 and 2014, respectively, and was $2.8 million and $1.7 million during the six months ended June 30, 2015 and 2014, respectively. The amount amortized as a decrease to rental revenue for capitalized above‑market lease intangibles was $0.3 million and $0.2 million during the three months ended June 30, 2015 and 2014, respectively, and was $0.5 million and $0.2 million for the six months ended June 30, 2015 and 2014, respectively.

Based on the balance of the intangible assets at June 30, 2015, the aggregate amortization expense is expected to be $2.8 million for the remainder of 2015, $5.6 million in 2016, $5.5 million in 2017, $5.3 million in 2018, $5.0 million in 2019 and $4.4 million in 2020 and the amount expected to be amortized as a decrease to rental revenue is expected to be $0.6 million for the remainder of 2015 and $1.2 million in each of the nextfiveyears. The weighted average remaining amortization period is approximately 10 years for the in‑place lease intangibles, approximately nine years for the above‑market lease intangibles and approximately 75 years for the amortizing ground lease interests.

Real Estate Investments

The Company’s investment properties are leased to tenants under long‑term operating leases that typically include one or more renewal options. The weighted average remaining noncancelable lease term at June 30, 2015 was approximately 15 years. Substantially all of the leases are triple‑net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance; therefore, STORE Capital is generally not responsible for repairs or other capital expenditures related to the properties. At June 30, 2015,  six of the Company’s properties were vacant and not subject to a lease.

Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases at June 30, 2015, are as follows (in thousands):

Remainder of 2015	$	138,498
2016		277,639
2017		277,863
2018		277,911
2019		277,816
2020		275,865
Thereafter		2,607,991
Total future minimum rentals	$	4,133,583

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum lease payments do not include any contingent rentals such as lease escalations based on future changes in CPI.

Loans and Direct Financing Receivables

At June 30, 2015, the Company held 12 loans receivable with an aggregate carrying amount of $92.4 million. Ten of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property. The two other loans are secured by the tenant’s equipment.  One of the mortgage loans is a short‑term loan that requires monthly interest‑only payments with a balloon payment at maturity. The remaining mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 40‑year amortization period with balloon payments, if any, at maturity. The other secured loans require the borrower to make monthly interest‑only payments for an established period and then either monthly principal and interest payments through maturity or a balloon payment at maturity.

The Company’s loans and direct financing receivables are summarized below (dollars in thousands):

	Stated
	Interest		Maturity	June 30,		December 31,
Type	Rate		Date	2015		2014
Mortgage loan receivable	8.50	%		$	—	$	4,300
Mortgage loan receivable	9.09	%	Jan. 2017		1,933		1,933
Mortgage loan receivable	8.35	%	Jan. 2028		3,769		3,775
Mortgage loan receivable	8.75	%	Jul. 2032		23,947		23,998
Mortgage loan receivable	7.45	%	Jan. 2035		498		—
Mortgage loan receivable	9.00	%	Mar. 2053		14,569		14,595
Mortgage loan receivable	8.75	%	Jun. 2053		6,346		6,357
Mortgage loan receivable	8.50	%	Jun. 2053		6,749		6,697
Mortgage loan receivable	8.25	%	Aug. 2053		3,331		3,337
Mortgage loans receivable (a)	8.50	%	Feb. 2055		28,479		—
Total mortgage loans receivable					89,621		64,992
Equipment loan receivable	10.00	%			—		94
Equipment loan receivable	7.75	%	Mar. 2017		1,063		—
Equipment loan receivable	8.75	%	May 2022		642		—
Total principal amount outstanding—loans receivable					91,326		65,086
Unamortized loan origination costs					1,035		497
Direct financing receivables					75,912		45,771
Total loans and direct financing receivables				$	168,273	$	111,354

(a) Represents two mortgage loans receivable secured by a single property.  The loans have an initial interest rate of 8.50% and are subject to increases over the term of the loans.  The loans allow for prepayment in whole, but not in part, with penalties ranging from 20% to 70% depending on the timing of the prepayment.

The long‑term mortgage loans receivable generally allow for prepayments in whole, but not in part, without penalty or with penalties typically ranging from 1% to 5%, depending on the timing of the prepayment, except as noted in the table above. All other loans receivable allow for prepayments in whole or in part without penalty.  Absent prepayments, scheduled maturities are expected to be as follows (in thousands):

	Scheduled		Balloon		Total
	Principal		Payments		Payments
Remainder of 2015	$	159	$	—	$	159
2016		332		—		332
2017		423		2,996		3,419
2018		507		—		507
2019		552		—		552
2020		602		—		602
Thereafter		61,886		23,869		85,755
Total principal repayments	$	64,461	$	26,865	$	91,326

As of June 30, 2015, the Company had $75.9 million of investments in transactions accounted for as direct financing leases; the components of the investments accounted for as direct financing receivables were as follows (in thousands):

Minimum lease payments receivable	$	197,935
Estimated residual value of leased assets		9,174
Unearned income		(131,197)
Net investment	$	75,912

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Debt - (Details 2)				3 Months Ended	6 Months Ended
		Apr. 08, 2015	Apr. 01, 2015	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($) agreement	Dec. 31, 2014 USD ($)
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Retained non-amortizing notes					$ 108,000,000
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Total non‑recourse debt obligations					$ 1,638,811,000	$ 1,284,151,000
Debt Instrument, Description of Variable Rate Basis			one-month LIBOR
Credit spread (as a percent)		2.00%
Interest rate swaps
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Number of agreements | agreement					2
Base rate
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Debt Instrument, Description of Variable Rate Basis		Base Rate
One-Month LIBOR
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Debt Instrument, Description of Variable Rate Basis		one-month LIBOR
Non‑recourse mortgage notes payable: | Interest rate swaps
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Number of agreements | agreement					2
Non‑recourse mortgage notes payable: | $20,530 note issued December 2011 and amended February 2012 | Interest rate swaps
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Number of agreements | agreement					2
Non‑recourse mortgage notes payable: | $12.6 million portion of note issued December 2011 and amended February 2012 | Interest rate swaps
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Outstanding balance					$ 12,600,000
Fixed rate					5.299%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 12,600,000
Non‑recourse mortgage notes payable: | $6.6 million portion of note issued December 2011 and amended February 2012 | Interest rate swaps
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Outstanding balance					$ 6,500,000
Fixed rate					5.23%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 6,500,000
Consolidated special purpose entities
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Aggregate investment amount					2,000,000
Unamortized financing costs related to all debt					35,900,000	30,900,000
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Outstanding balance					1,638,612,000	1,283,495,000
Unamortized net premium					199,000	656,000
Total non‑recourse debt obligations					1,638,811,000	1,284,151,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Remainder of 2015					29,234,000
2016					28,162,000
2017					32,262,000
2018					29,560,000
2019					235,129,000
2020					311,753,000
Thereafter					972,512,000
Long-term Debt					1,638,612,000	1,283,495,000
Consolidated special purpose entities | Scheduled principal
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Outstanding balance					157,967,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Remainder of 2015					10,524,000
2016					21,613,000
2017					22,341,000
2018					22,895,000
2019					21,590,000
2020					15,767,000
Thereafter					43,237,000
Long-term Debt					157,967,000
Consolidated special purpose entities | Balloon payments
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Outstanding balance					1,480,645,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Remainder of 2015					18,710,000
2016					6,549,000
2017					9,921,000
2018					6,665,000
2019					213,539,000
2020					295,986,000
Thereafter					929,275,000
Long-term Debt					$ 1,480,645,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2012-1, Class A Due August 2019
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.77%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					5.77%
Outstanding balance					$ 205,883,000	207,503,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 205,883,000	207,503,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-1, Class A-1 Due March 2020
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.16%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.16%
Outstanding balance					$ 144,634,000	145,876,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 144,634,000	145,876,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-2, Class A-1 Due July 2020
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.37%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.37%
Outstanding balance					$ 103,903,000	104,740,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 103,903,000	104,740,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-3, Class A-1 Due November 2020
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.24%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.24%
Outstanding balance					$ 75,175,000	75,767,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 75,175,000	75,767,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2014‑1, Class A‑1 Due April 2021
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.21%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.21%
Outstanding balance					$ 119,350,000	119,650,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 119,350,000	119,650,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2015-1, Class A-1 Due April 2022
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					3.75%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					3.75%
Outstanding balance					$ 94,921,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 94,921,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-1, Class A-2 Due March 2023
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.65%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.65%
Outstanding balance					$ 98,351,000	99,196,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 98,351,000	99,196,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-2, Class A-2 Due July 2023
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.33%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					5.33%
Outstanding balance					$ 94,193,000	94,951,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 94,193,000	94,951,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2013-3, Class A-2 Due November 2023
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.21%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					5.21%
Outstanding balance					$ 97,629,000	98,398,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 97,629,000	98,398,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2014‑1, Class A‑2 Due April 2024
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.00%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					5.00%
Outstanding balance					$ 139,242,000	139,592,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 139,242,000	139,592,000
Consolidated special purpose entities | Non-recourse net-lease mortgage notes: | Series 2015-1, Class A-2 Due April 2025
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.17%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.17%
Outstanding balance					$ 269,775,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					269,775,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable:
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Aggregate investment amount					327,800,000
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 8,000,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $21,443 note issued July 2005
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[1]				5.26%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 21,443,000
Stated Interest Rate (as a percent)	[1]				5.26%
Outstanding balance	[1]				$ 18,746,000	18,956,000
Estimated effective yield at assumption (as a percent)					3.69%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt	[1]				$ 18,746,000	18,956,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $21.1 million note refinanced subsequent to June 2015 | Subsequent Event
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)				4.36%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)				4.36%
Outstanding balance				$ 21,100,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt				$ 21,100,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $4,000 note issued August 2006
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[2]				6.33%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 4,000,000
Stated Interest Rate (as a percent)	[2]				6.33%
Outstanding balance	[2]				$ 3,272,000	3,326,000
Estimated effective yield at assumption (as a percent)					5.15%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt	[2]				$ 3,272,000	3,326,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $3,800 note issued September 2006
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[3]				6.47%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 3,800,000
Stated Interest Rate (as a percent)	[3]				6.47%
Outstanding balance	[3]				$ 3,483,000	3,512,000
Estimated effective yield at assumption (as a percent)					3.88%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt	[3]				$ 3,483,000	3,512,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $7,088 note issued April 2007
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[4]				6.00%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 7,088,000
Stated Interest Rate (as a percent)	[4]				6.00%
Outstanding balance	[4]				$ 6,623,000	6,676,000
Estimated effective yield at assumption (as a percent)					4.45%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt	[4]				$ 6,623,000	6,676,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $4,400 note issued August 2007
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[5]				6.7665%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 4,400,000
Stated Interest Rate (as a percent)	[5]				6.7665%
Outstanding balance	[5]				$ 3,754,000	3,807,000
Estimated effective yield at assumption (as a percent)					3.40%
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt	[5]				$ 3,754,000	3,807,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $8,000 note issued January 2012; assumed on December 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.778%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Stated Interest Rate (as a percent)					4.778%
Outstanding balance					$ 7,377,000	7,511,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 7,377,000	7,511,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $20,530 note issued December 2011 and amended February 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[6]				5.275%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 20,530,000
Stated Interest Rate (as a percent)	[6]				5.275%
Outstanding balance					$ 19,085,000	19,317,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 19,085,000	19,317,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $20,530 note issued December 2011 and amended February 2012 | One-Month LIBOR
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Credit spread (as a percent)					3.50%
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $6,500 note issued December 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.806%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 6,500,000
Stated Interest Rate (as a percent)					4.806%
Outstanding balance					$ 6,133,000	6,207,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 6,133,000	6,207,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $2,956 note issued June 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[7]				3.184%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 2,956,000
Stated Interest Rate (as a percent)	[7]				3.184%
Outstanding balance					$ 2,792,000	2,827,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 2,792,000	2,827,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $2,956 note issued June 2013 | One-Month LIBOR
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Credit spread (as a percent)					3.00%
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $16,100 note issued February 2014
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.83%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 16,100,000
Stated Interest Rate (as a percent)					4.83%
Outstanding balance					$ 15,688,000	15,857,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 15,688,000	15,857,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $13,000 note issued May 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.195%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 13,000,000
Stated Interest Rate (as a percent)					5.195%
Outstanding balance					$ 12,183,000	12,326,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 12,183,000	12,326,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $14,950 note issued July 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.95%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 14,950,000
Stated Interest Rate (as a percent)					4.95%
Outstanding balance					$ 13,686,000	13,863,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 13,686,000	13,863,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $26,000 note issued August 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.05%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 26,000,000
Stated Interest Rate (as a percent)					5.05%
Outstanding balance					$ 24,519,000	24,805,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 24,519,000	24,805,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $6,400 note issued November 2012
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.707%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 6,400,000
Stated Interest Rate (as a percent)					4.707%
Outstanding balance					$ 6,054,000	6,127,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 6,054,000	6,127,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $11,895 note issued March 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					4.7315%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 11,895,000
Stated Interest Rate (as a percent)					4.7315%
Outstanding balance					$ 11,345,000	11,478,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 11,345,000	11,478,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $17,500 note issued August 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.46%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 17,500,000
Stated Interest Rate (as a percent)					5.46%
Outstanding balance					$ 16,919,000	17,091,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 16,919,000	17,091,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $10,075 note issued March 2014
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)					5.10%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 10,075,000
Stated Interest Rate (as a percent)					5.10%
Outstanding balance					$ 9,913,000	9,984,000
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 9,913,000	9,984,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $7,750 note issued February 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[8]				4.81%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 7,750,000
Stated Interest Rate (as a percent)	[8]				4.81%
Outstanding balance					$ 7,382,000	7,468,000
Interest rate term before reset					10 years
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 7,382,000	7,468,000
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $7,750 note issued February 2013 | Initial rate
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Credit spread (as a percent)					4.00%
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $7,750 note issued February 2013 | Treasury rate
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Credit spread (as a percent)					4.00%
Consolidated special purpose entities | Non‑recourse mortgage notes payable: | $6,944 notes issued March 2013
Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities [Line items]
Stated Interest Rate (as a percent)	[9]				4.50%
Summary of non‑recourse debt obligations of consolidated special purpose entity subsidiaries
Principal amount					$ 6,944,000
Stated Interest Rate (as a percent)	[9]				4.50%
Outstanding balance					$ 6,602,000	6,684,000
Interest rate term before reset					10 years
Scheduled maturities, including balloon payments, on the non‑recourse debt obligations
Long-term Debt					$ 6,602,000	$ 6,684,000

[1] Note was assumed in June 2014 at a premium; estimated effective yield at assumption of 3.69%. Subsequent to June 30, 2015, this note was refinanced in the amount of $21.1 million; the new note has an interest rate of 4.36% and matures in August 2025.

[2] Note was assumed in July 2012 at a premium; estimated effective yield at assumption of 5.15%.

[3] Note was assumed in April 2014 at a premium; estimated effective yield at assumption of 3.88%

[4] Note was assumed in December 2013 at a premium; estimated effective yield at assumption of 4.45%

[5] Note was assumed in September 2014 at a premium; estimated effective yield at assumption of 3.40%

[6] Note is a variablerate note which resets monthly at onemonth LIBOR + 3.50%. The Company has entered into two interest rate swap agreements that effectively convert the floating rate on a $12.6 million portion and a $6.5 million portion of this mortgage note payable to fixed rates of 5.299% and 5.230%, respectively.

[7] Note is a variablerate note which resets monthly at onemonth LIBOR + 3.00%; rate shown is effective rate at June 30, 2015

[8] Interest rate is effective for first 10 years and will reset to greater of (1) initial rate plus 400 basis points or (2) Treasury rate plus 400 basis points.

[9] Interest rate is effective for first 10 years and will reset to the lender’s then prevailing interest rate.

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Debt (Details) - Subsequent Event Type [Domain]	Apr. 08, 2015 USD ($)	Apr. 01, 2015	Sep. 19, 2014 USD ($) facility	Apr. 08, 2014	Jun. 30, 2015 USD ($) agreement	Dec. 31, 2014 USD ($)
Credit facilities
Initial term				4 months
Extension option term				1 month
Debt Instrument interest rate description		one-month LIBOR
Credit spread (as a percent)	2.00%
Minimum EBITDA to fixed charges ratio covenant (as a percent)			1.5
Base rate
Credit facilities
Debt Instrument interest rate description	Base Rate
One-Month LIBOR
Credit facilities
Debt Instrument interest rate description	one-month LIBOR
Revolving credit facility
Credit facilities
Unamortized financing costs related to all debt					$ 1,900,000	$ 2,400,000
Interest rate swaps
Credit facilities
Number of agreements | agreement					2
Fair value, swaps					$ 328,000	$ 266,000
Interest rate swaps | Non‑recourse mortgage notes payable:
Credit facilities
Number of agreements | agreement					2
Termination value, liability position which includes accrued interest					$ 400,000
New unsecured credit facility | Revolving credit facility
Credit facilities
Size of the facilities (in dollars)			$ 300,000,000
Size of the facility with the accordion feature (in dollars)			$ 500,000,000
Initial term			3 years
Extension option term			1 year
Extension fee (as a percent)			0.20%
Non-use fee (as a percent)			0.25%
Borrowing availability, limitation as a percentage of the value of the Company's eligible unencumbered assets (as a percent)			50.00%
Eligible unencumbered assets (in dollars)					$ 1,100,000,000
Maximum leverage covenant (as a percent)			65.00%
Minimum consolidated net worth, base (in dollars)			$ 600,000,000
Minimum consolidated net worth, percentage of any additional equity raised (as a percent)			75.00%
Maximum dividend payout ratio (as a percent)			95.00%
Unsecured loan facility			$ 300,000,000
New unsecured credit facility | Revolving credit facility | Base rate
Credit facilities
Debt Instrument interest rate description			Base Rate
New unsecured credit facility | Revolving credit facility | Base rate | Minimum
Credit facilities
Credit spread (as a percent)			0.75%
New unsecured credit facility | Revolving credit facility | Base rate | Maximum
Credit facilities
Credit spread (as a percent)			1.50%
New unsecured credit facility | Revolving credit facility | One-Month LIBOR
Credit facilities
Debt Instrument interest rate description			one-month LIBOR
Credit spread (as a percent)		1.75%
New unsecured credit facility | Revolving credit facility | One-Month LIBOR | Minimum
Credit facilities
Credit spread (as a percent)			1.75%
New unsecured credit facility | Revolving credit facility | One-Month LIBOR | Maximum
Credit facilities
Credit spread (as a percent)			2.50%
Unsecured loan facility with a bank
Credit facilities
Size of the facilities (in dollars)	$ 50,000,000
Unsecured loan facility	$ 50,000,000
Previous two secured credit facilities
Credit facilities
Size of the facilities (in dollars)			$ 300,000,000
Number of facilities | facility			2
Unsecured loan facility			$ 300,000,000
Previous two secured credit facilities | One-Month LIBOR | Minimum
Credit facilities
Credit spread (as a percent)			2.45%
Previous two secured credit facilities | One-Month LIBOR | Maximum
Credit facilities
Credit spread (as a percent)			3.00%
Part One of first credit facility | One-Month LIBOR
Credit facilities
Debt Instrument interest rate description			one-month LIBOR

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Stockholders’ Equity (Details) $ / shares in Units, $ in Millions			1 Months Ended	6 Months Ended
	Mar. 30, 2015 shares	Nov. 03, 2014	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 $ / shares shares
Common stock
Stock split ratio		1.67
Shares issued			11,562,500
Net proceeds from issuance of common stock | $			$ 224.7
Declared dividends payable to common stockholders (in dollars) | $				$ 60.5	$ 31.9
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.01	$ 0.01		$ 0.01
STORE Holding, parent of the Company
Common stock
Shares sold by related party			9,712,500
Store Holding's distribution	653,382
Holdings in common stock (in shares)			72,436,144	72,436,144		82,802,026

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Income from Discontinued Operations (Details) - Jun. 30, 2014 - USD ($)	Total	Total
Income from Discontinued Operations
Income from discontinued real estate investments	$ 24,000	$ 127,000
Gain on the dispositions of real estate investments	$ 226,000	$ 969,000

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Summary of Significant Accounting Principles

6 Months Ended

Jun. 30, 2015

Summary of Significant Accounting Principles

Summary of Significant Accounting Principles

2. Summary of Significant Accounting Principles

Basis of Accounting and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year.  Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

These consolidated statements include the accounts of STORE Capital and its subsidiaries which are wholly‑owned and controlled by the Company through its voting interest. One of the Company’s wholly‑owned subsidiaries, STORE Capital Advisors, LLC, provides all of the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation.

Certain of the Company’s wholly‑owned consolidated subsidiaries were formed as special purpose entities. Each special purpose entity is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the special purpose entity. At June 30, 2015 and December 31, 2014, assets totaling $3.1 billion and $2.5 billion, respectively, were held and third-party liabilities totaling $1.7 billion and $1.3 billion, respectively, were owed by these special purpose entities and are included in the accompanying consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

Segment Reporting

The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment.

Accounting for Real Estate Investments

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. Real estate properties subject to an existing in‑place lease at the date of acquisition are recorded as business combinations and each tangible and intangible asset and liability acquired is recorded at fair value. 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. The Company expenses transaction costs associated with real estate acquisitions accounted for as business combinations in the period incurred.

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 and below‑market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the fixed‑rate renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.

The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 30 to 40 years for buildings and is 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated closing costs. Any properties classified as held for sale are not depreciated.

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. Management considers factors such as expected future undiscounted cash flows, estimated residual value, 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. An asset is considered impaired if the carrying value of the asset exceeds its estimated undiscounted cash flows and 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.

Revenue Recognition

STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. Direct costs associated with lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. Substantially all of the leases are triple‑net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. The Company may collect property taxes from its customers and remit those taxes to governmental authorities; such property taxes are presented on a net basis in the consolidated income statements.

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, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the lease. The Company provides an estimated reserve for uncollectible straight‑line rental revenue based on management’s assessment of the risks inherent in those lease contracts, giving consideration to industry default rates for long‑term receivables. There was $7.0 million and $4.7 million of accrued straight‑line rental revenue, net of allowances of $2.5 million and $1.7 million, at June 30, 2015 and December 31, 2014, respectively, included in other assets on the consolidated balance sheets.  Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (CPI) may adjust over a one‑year period or over multiple‑year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred.

For leases that 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 1.5% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales.

The Company suspends revenue recognition if the collectibility of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier. The Company reviews its rent 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 a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write‑off of the specific rent receivable will be made. As of June 30, 2015, the Company had a $0.6 million provision for uncollectible contractual rent payments due from tenants; there was no provision at December 31, 2014.

Loans Receivable

STORE Capital holds its loans receivable for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any.

Revenue Recognition

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 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of June 30, 2015 and December 31, 2014, there were no loans on nonaccrual status.

Impairment and Provision for Loan Losses

The Company periodically evaluates the collectibility of its loans receivable, including accrued interest, by analyzing the underlying property‑level economics and trends, collateral value and quality and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. There was no allowance for loan losses at June 30, 2015 or December 31, 2014.

Direct Financing Receivables

Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records 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.

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 and Escrow Deposits

The Company had $23.4 million and $15.4 million of restricted cash and deposits in escrow at June 30, 2015 and December 31, 2014, respectively, which were included in other assets on the consolidated balance sheets.

Deferred Costs

Deferred costs consist principally of financing costs related to the issuance of the Company’s debt. Deferred financing costs are amortized as an increase to interest expense over the term of the related debt instrument using the effective interest method.  Deferred costs also include lease origination costs, which are amortized as a decrease to rental revenue over the term of the respective lease.

Derivative Instruments and Hedging Activities

The Company may enter into derivatives 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 Company records its derivatives on the balance sheet at fair value as either an asset or liability. 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 effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is 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 June 30, 2015, the Company had entered into two interest rate swap agreements with current notional amounts of $12.6 million and $6.5 million that were designated as cash flow hedges associated with the Company’s secured, variable‑rate mortgage note payable due in 2019 (Note 4).

Fair Value Measurement

The Company estimates 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:

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

· Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs.

· Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions.

Share‑based Compensation

Certain directors and employees of the Company have been granted long‑term incentive awards, including restricted shares and stock units of the Company’s common stock and profits interest units issued by STORE Holding, which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders.

During the six months ended June 30, 2015, the Company granted restricted share awards (RSAs) representing86,746 shares of restricted common stock to its executive officers and certain directors and other employees.  During the same period, 161,979 shares of restricted stock vested and 3,022 shares of restricted stock were forfeited. As of June 30, 2015, the Company had 577,651 shares of restricted common stock outstanding. The Company estimates the fair value of RSAs at the date of grant and recognizes that amount in general and administrative expense ratably over the vesting period at the greater of the amount amortized on a straight‑line basis or the amount vested. The fair value of the RSAs is based on the per-share price of the common stock on the date of the grant. Prior to the Company’s IPO, the fair value was based on the per‑share price of the common stock issued in the Company’s private equity offerings.

In March 2015, the Company issued 348,220 restricted stock units (RSUs) with both a market condition and a service condition to its executive officers.  The number of common shares to be received at vesting will range from zero to 100% of the total RSUs granted based on total shareholder return (TSR) on the Company’s common stock measured against the benchmark TSR of a peer group over a three-year performance period ending December 31, 2017.  The TSR is a measure of stock price appreciation plus dividends paid during the measurement period.  To the extent market and service conditions are met, the RSUs vest 50% at the end of 2017 and, subject to continued employment, 50% at the end of 2018. The Company valued the RSUs using a Monte Carlo simulation model on the date of grant which resulted in a grant date fair value of $4.4 million.  The Monte Carlo simulation was computed based on a volatility assumption of 23.51%, a risk-free interest rate of 0.84% and a dividend yield of zero. The RSUs accrue dividend equivalents which are paid only if the award vests. At June 30, 2015, there were 348,220 RSUs outstanding.

Income Taxes

As a REIT, the Company generally will not be subject to federal income tax; however, it is still subject to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly‑owned taxable REIT subsidiary (TRS) created to engage in non‑qualifying REIT activities. The TRS is subject to federal, state and local income taxes.

Management of the Company determines whether any tax positions taken or expected to be taken meet the “more‑likely‑than‑not” threshold of being sustained by the applicable federal, state or local tax authority. Tax returns filed for 2011 through 2014 are subject to examination by these jurisdictions. As of June 30, 2015 and December 31, 2014, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at June 30, 2015 or December 31, 2014.

Net Income Per Common Share

Net income per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per common share (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Less: preferred stock dividends		—		(8)		—		(8)
Net income attributable to common stockholders		19,634		10,414		36,700		19,953
Less: earnings attributable to unvested restricted shares		(142)		(120)		(285)		(236)
Net income used in basic and diluted income per share	$	19,492	$	10,294	$	36,415	$	19,717
Denominator:
Weighted average common shares outstanding		118,086,159		70,899,341		116,658,926		67,188,542
Less: Weighted average number of shares of unvested restricted stock		(578,298)		(485,998)		(580,404)		(448,854)
Weighted average shares outstanding used in basic income per share		117,507,861		70,413,343		116,078,522		66,739,688
Effects of dilutive securities:
Add: Treasury stock method impact of potentially dilutive securities (a)		—		—		—		—
Weighted average shares outstanding used in diluted income per share		117,507,861		70,413,343		116,078,522		66,739,688

(a) For the three months ended June 30, 2015 and 2014, excludes 160,971 shares and 49,451 shares, respectively, and for the six months ended June 30, 2015 and 2014, excludes 184,605 shares and 65,217 shares, respectively, related to unvested restricted shares as the effect would be antidilutive.

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 or results of operations upon adoption.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles‑based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. At the time of issuance, this new standard was effective for public companies for annual reporting periods beginning after December 15, 2016 and early adoption was not permitted. On July 9, 2015, the FASB decided to defer by one year the effective date of the standard for public companies which will now be effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted but only as of an annual reporting period beginning after December 15, 2016.  As leases are excluded from this guidance, the Company does not anticipate this standard to have a material impact on its financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.  This guidance was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability and, therefore, make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums.  This new standard is effective for public companies for annual reporting periods beginning after December 15, 2015, with early adoption permitted.  Upon adoption, the new guidance is required to be applied retrospectively.  The Company is currently evaluating the impact of the adoption of this new standard which is expected to result in reclassifications of certain deferred costs on the Company’s balance sheets but will not have an impact on its results of operations or cash flows.

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Commitments and Contingencies (Details) - Jun. 30, 2015 $ in Millions	USD ($)
Chief Executive Officer [Member]
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Number of times of basic pay	2
Number of times of the target cash bonus	2
Other Executive Officer [Member]
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Number of times of basic pay	1.5
Number of times of the target cash bonus	1.5
Commitments to fund improvements to real estate properties
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Purchase Commitment, Remaining Minimum Amount Committed	$ 52.6

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015		Dec. 31, 2014
Real estate investments:
Land and improvements	$ 1,032,120		$ 843,843
Building and improvements	2,189,415		1,790,530
Intangible lease assets	73,642		60,184
Total real estate investments	3,295,177		2,694,557
Less accumulated depreciation and amortization	(137,784)		(98,671)
Real estate investments, net	3,157,393		2,595,886
Real estate investments held for sale, net	10,633
Loans and direct financing receivables	168,273		111,354
Net investments	3,336,299	[1]	2,707,240
Cash and cash equivalents	66,244		136,313
Deferred costs, net	42,277		37,136
Other assets	43,039		32,923
Total assets	3,487,859		2,913,612
Liabilities:
Non-recourse debt obigations of consolidated special purpose entities, net	1,638,811		1,284,151
Dividends payable	31,715		13,123
Accounts payable and accrued expenses	25,650		30,486
Other liabilities	6,030		3,168
Total liabilities	1,702,206		1,330,928
Stockholders’ equity:
Common stock, $0.01 par value per share, 375,000,000 shares authorized, 126,858,765 and 115,212,541 shares issued and outstanding, respectively	1,269		1,152
Capital in excess of par value	1,862,951		1,636,203
Distributions in excess of retained earnings	(78,239)		(54,405)
Accumulated other comprehensive loss	(328)		(266)
Total stockholders’ equity	1,785,653		1,582,684
Total liabilities and stockholders’ equity	$ 3,487,859		$ 2,913,612

[1] The dollar amount of 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 direct financing receivables.

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2015		Jun. 30, 2014
Operating activities
Net income		$ 36,700		$ 19,961
Adjustments to net income:
Depreciation and amortization		40,460		24,710
Provision for impairment of real estate	[1]	1,000
Amortization of deferred financing costs and other noncash interest expense		3,051		2,812
Amortization of equity-based compensation		2,159		1,140
Gain on dispositions of real estate		(1,195)		(2,106)
Noncash revenue and other		(121)		(1,004)
Changes in operating assets and liabilities:
Deferred costs		(826)		(848)
Other assets		(598)		864
Accounts payable and other liabilities		1,639		384
Net cash provided by operating activities		82,269		45,913
Investing activities
Acquisition of and additions to real estate		(629,499)		(522,644)
Investment in loans and direct financing receivables		(61,519)	[1]	(40,713)
Collections of principal on loans and direct financing receivables		4,579	[1]	5,975
Proceeds from disposition of real estate		11,948		16,628
Transfers (to) from restricted deposits		(7,646)		684
Net cash used in investing activities		(682,137)		(540,070)
Financing activities
Borrowings under credit facilities		356,000		252,080
Repayments under credit facilities		(356,000)		(252,080)
Borrowings under non‑recourse debt obligations of consolidated special purpose entities		364,840		286,089
Repayments under non‑recourse debt obligations of consolidated special purpose entities		(9,883)		(8,573)
Financing costs paid		(7,868)		(8,944)
Proceeds from the issuance of common stock		234,141		290,412
Offering costs paid		(9,486)
Dividends paid		(41,945)		(31,948)
Net cash provided by financing activities		529,799		527,036
Net (decrease) increase in cash and cash equivalents		(70,069)		32,879
Cash and cash equivalents, beginning of period		136,313		61,814
Cash and cash equivalents, end of period		66,244		94,693
Supplemental disclosure of noncash investing activities:
Accrued tenant improvement advances included in real estate investments		10,666		4,765
Non-recourse debt obligations assumed in conjunction with acquisition of property				23,259
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized		34,200		27,716
Cash paid during the period for income and franchise taxes		$ 862		$ 405

[1] The dollar amount of 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 direct financing receivables.

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Investments (Details) $ in Thousands		6 Months Ended			12 Months Ended
		Jun. 30, 2015 USD ($) property		Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) property
Investments:
Number of property locations of investments (in locations) | property		1,175			947
Number of owned properties (in properties) | property		1,162
Number of properties owned as direct financing receivables | property		15
Number of ground lease interests (in properties) | property		8
Number of properties which secure certain mortgage loans (in properties) | property		5
Gross acquisition cost of real estate investments		$ 3,310,000
Number of Investment Locations
NumberOfRealEstatePropertiesGroundLeasesAndMortgages | property		1,175			947
Acquisition of and additions to real estate | property	[1]	227
Investment in loans and direct financing receivables | property		6
Sales of real estate | property		(4)
Principal collections on loans and direct financing receivables | property		(1)
NumberOfRealEstatePropertiesGroundLeasesAndMortgages | property		1,175			947
Dollar Amount of Investments
Gross investments, December 31, 2014	[2]	$ 2,805,911
Acquisition of and additions to real estate	[1],[2]	624,742
Investment in loans and direct financing receivables		(61,519)	[2]	$ (40,713)
Sales of real estate	[2]	(11,559)
Principal collections on loans and direct financing receivables		(4,579)	[2]	$ (5,975)
Provision for impairment of real estate	[2]	1,000
Other	[2]	(21)
Gross investments, June 30, 2015	[2]	3,475,013	[3],[4]		$ 2,805,911
Less accumulated depreciation and amortization	[2],[3]	(138,714)
Net investments		3,336,299	[2]		$ 2,707,240
Tenant improvement advances disbursed		15,400
Interested capitalized		400
Dollar amount of real estate investments held for sale		11,500
Accumulated Depreciation of real estate investments held for sale		$ 900

[1] Includes $0.4 million of interest capitalized to properties under construction.Excludes $15.4 million of tenant improvement advances disbursed in 2015 which were accrued as of December 31, 2014.

[2] The dollar amount of 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 direct financing receivables.

[3] Includes the dollar amount of investments ($11.5 million) and the accumulated depreciation ($0.9 million) related to real estate investments held for sale at June 30, 2015.

[4] The dollar amount of investments includes the gross investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and direct financing receivables

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Investments (Details 3) - Jun. 30, 2015	state item
Real estate investment portfolio | Geographic concentration
Significant Credit and Revenue Concentration
Number of customers	274
Number of states over which real estate investments are dispersed (in states) | state	46
Concentration Percentage for threshold	10.00%
Real estate investment portfolio | Geographic concentration | Texas
Significant Credit and Revenue Concentration
Concentration Percentage	12.00%
Number of states accounting for 10% or more | state	1
Real estate investment portfolio | Customer concentration
Significant Credit and Revenue Concentration
Concentration Percentage for threshold	10.00%
Number of customers representing more than 10%	0
Real estate investment portfolio | Customer concentration | Largest customer, investment portfolio | Maximum
Significant Credit and Revenue Concentration
Concentration Percentage	3.00%
Real estate investment portfolio | Concept concentration
Significant Credit and Revenue Concentration
Number of concepts (in categories)	259
Investment portfolio revenues | Customer concentration | Largest customer, investment portfolio revenues | Maximum
Significant Credit and Revenue Concentration
Concentration Percentage	3.00%
Investment portfolio revenues | Concept concentration | Maximum
Significant Credit and Revenue Concentration
Concentration Percentage	3.00%

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Organization and Formation Activities

6 Months Ended

Jun. 30, 2015

Organization and Formation Activities

Organization and Formation Activities

1. Organization and Formation Activities

STORE Capital Corporation (STORE Capital or the Company) was formed in Maryland on May 17, 2011 to acquire single‑tenant operational real estate to be leased on a long‑term, net basis to companies that operate across a wide variety of industries within the service, retail and industrial sectors of the United States economy. From time to time, it may also provide mortgage financing to its customers.

On November 21, 2014, the Company completed the initial public offering (IPO) of its common stock.  The shares began trading on the New York Stock Exchange on November 18, 2014 under the ticker symbol “STOR”.  The Company was originally formed as a wholly-owned subsidiary of STORE Holding Company, LLC (STORE Holding), a Delaware limited liability company. In March 2015, STORE Holding redeemed all of its Series A membership interests that were held by members of the Company’s board and senior management through the distribution of common shares of the Company to those members. Following this redemption, the voting interests of STORE Holding are entirely owned by entities managed by a global investment management firm. In June 2015, the Company completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock.  At June 30, 2015, there were 126,858,765 shares of the Company’s common stock outstanding, of which 72,436,144 shares were held by STORE Holding, representing a 57.1% ownership of the Company.

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

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheet
Common stock, par value per share	$ 0.01	$ 0.01
Common shares, authorized shares	375,000,000	375,000,000
Common shares, issued shares	126,858,765	115,212,541
Common shares, outstanding shares	126,858,765	115,212,541

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Investments (Tables)

6 Months Ended

Jun. 30, 2015

Investments:

Schedule of gross real estate and loan activity

During the six months ended June 30, 2015, the Company had the following gross real estate and loan activity (dollars in thousands):

	Number of	Dollar
	Investment	Amount of
	Locations	Investments (a)
Gross investments, December 31, 2014	947	$	2,805,911
Acquisition of and additions to real estate (b)(c)	227		624,742
Investment in loans and direct financing receivables	6		61,519
Sales of real estate	(4)		(11,559)
Principal collections on loans and direct financing receivables	(1)		(4,579)
Provision for impairment of real estate			(1,000)
Other			(21)
Gross investments, June 30, 2015 (d)			3,475,013
Less accumulated depreciation and amortization (d)			(138,714)
Net investments, June 30, 2015	1,175	$	3,336,299

(a) The dollar amount of 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 direct financing receivables.

(b) Includes $0.4 million of interest capitalized to properties under construction.

(c) Excludes $15.4 million of tenant improvement advances disbursed in 2015 which were accrued as of December 31, 2014.

Includes the dollar amount of investments ($11.5 million) and the accumulated depreciation ($0.9 million) related to real estate investments held for sale at June 30, 2015.

Schedule of investment portfolio diversification by industry

The following table shows information regarding the diversification of the Company’s total investment portfolio among the different industries in which its tenants and borrowers operate as of June 30, 2015 (dollars in thousands):

				Percentage of
	Number of	Dollar		Total Dollar
	Investment	Amount of		Amount of
	Locations	Investments (a)		Investments
Restaurants	581	$	947,584	27	%
Health clubs	46		253,571	7
Early childhood education centers	127		244,035	7
Movie theaters	30		237,860	7
Furniture stores	24		146,645	4
Sporting goods stores	15		122,693	4
Colleges and professional schools	6		79,101	2
All other service industries	213		782,754	23
All other retail industries	56		235,610	7
All industrial	77		425,160	12
	1,175	$	3,475,013	100	%

The dollar amount of investments includes the gross investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and direct financing receivables.

Schedule detailing intangible lease assets and related accumulated amortization

The following details intangible lease assets and related accumulated amortization (in thousands):

	June 30,			December 31,
	2015			2014
In-place lease assets	$	56,346	(a)	$	47,359
Above-market lease assets		10,273			5,526
Ground lease interest assets		7,299			7,299
Total intangible lease assets		73,918			60,184
Accumulated amortization		(9,354)	(a)		(6,006)
Net intangible lease assets	$	64,564		$	54,178

Includes the dollar amount of in-place lease intangibles ($276,000) and the accumulated amortization ($47,000) related to real estate investments held for sale at June 30, 2015.

Schedule of future minimum rentals to be received under operating leases

Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases at June 30, 2015, are as follows (in thousands):

Remainder of 2015	$	138,498
2016		277,639
2017		277,863
2018		277,911
2019		277,816
2020		275,865
Thereafter		2,607,991
Total future minimum rentals	$	4,133,583

Schedule summarizing loans and direct financing receivables

The Company’s loans and direct financing receivables are summarized below (dollars in thousands):

	Stated
	Interest		Maturity	June 30,		December 31,
Type	Rate		Date	2015		2014
Mortgage loan receivable	8.50	%		$	—	$	4,300
Mortgage loan receivable	9.09	%	Jan. 2017		1,933		1,933
Mortgage loan receivable	8.35	%	Jan. 2028		3,769		3,775
Mortgage loan receivable	8.75	%	Jul. 2032		23,947		23,998
Mortgage loan receivable	7.45	%	Jan. 2035		498		—
Mortgage loan receivable	9.00	%	Mar. 2053		14,569		14,595
Mortgage loan receivable	8.75	%	Jun. 2053		6,346		6,357
Mortgage loan receivable	8.50	%	Jun. 2053		6,749		6,697
Mortgage loan receivable	8.25	%	Aug. 2053		3,331		3,337
Mortgage loans receivable (a)	8.50	%	Feb. 2055		28,479		—
Total mortgage loans receivable					89,621		64,992
Equipment loan receivable	10.00	%			—		94
Equipment loan receivable	7.75	%	Mar. 2017		1,063		—
Equipment loan receivable	8.75	%	May 2022		642		—
Total principal amount outstanding—loans receivable					91,326		65,086
Unamortized loan origination costs					1,035		497
Direct financing receivables					75,912		45,771
Total loans and direct financing receivables				$	168,273	$	111,354

Represents two mortgage loans receivable secured by a single property.  The loans have an initial interest rate of 8.50% and are subject to increases over the term of the loans.  The loans allow for prepayment in whole, but not in part, with penalties ranging from 20% to 70% depending on the timing of the prepayment.

Schedule of maturities of loans receivable

Absent prepayments, scheduled maturities are expected to be as follows (in thousands):

	Scheduled		Balloon		Total
	Principal		Payments		Payments
Remainder of 2015	$	159	$	—	$	159
2016		332		—		332
2017		423		2,996		3,419
2018		507		—		507
2019		552		—		552
2020		602		—		602
Thereafter		61,886		23,869		85,755
Total principal repayments	$	64,461	$	26,865	$	91,326

Schedule of the components of the investments accounted for as direct financing receivables

	Scheduled		Balloon		Total
	Principal		Payments		Payments
Remainder of 2015	$	159	$	—	$	159
2016		332		—		332
2017		423		2,996		3,419
2018		507		—		507
2019		552		—		552
2020		602		—		602
Thereafter		61,886		23,869		85,755
Total principal repayments	$	64,461	$	26,865	$	91,326

As of June 30, 2015, the Company had $75.9 million of investments in transactions accounted for as direct financing leases; the components of the investments accounted for as direct financing receivables were as follows (in thousands):

Minimum lease payments receivable	$	197,935
Estimated residual value of leased assets		9,174
Unearned income		(131,197)
Net investment	$	75,912

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 13, 2015
Document and Entity Information
Entity Registrant Name	STORE CAPITAL Corp
Entity Central Index Key	0001538990
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		126,858,765
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt

Schedule of Debt

The non‑recourse debt obligations of the consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):

		Coupon		Outstanding Balance
	Maturity	Interest		June 30,		December 31,
	Date	Rate		2015		2014
Non-recourse net-lease mortgage notes:
Series 2012-1, Class A	Aug. 2019	5.77	%	$	205,883	$	207,503
Series 2013-1, Class A-1	Mar. 2020	4.16	%		144,634		145,876
Series 2013-2, Class A-1	Jul. 2020	4.37	%		103,903		104,740
Series 2013-3, Class A-1	Nov. 2020	4.24	%		75,175		75,767
Series 2014-1, Class A-1	Apr. 2021	4.21	%		119,350		119,650
Series 2015-1, Class A-1	Apr. 2022	3.75	%		94,921		—
Series 2013-1, Class A-2	Mar. 2023	4.65	%		98,351		99,196
Series 2013-2, Class A-2	Jul. 2023	5.33	%		94,193		94,951
Series 2013-3, Class A-2	Nov. 2023	5.21	%		97,629		98,398
Series 2014-1, Class A-2	Apr. 2024	5.00	%		139,242		139,592
Series 2015-1, Class A-2	Apr. 2025	4.17	%		269,775		—
Non-recourse mortgage notes payable:
$21,443 note issued July 2005 (a)	Aug. 2015	5.26	% (a)		18,746		18,956
$4,000 note issued August 2006 (b)	Sept. 2016	6.33	% (b)		3,272		3,326
$3,800 note issued September 2006 (c)	Oct. 2016	6.47	% (c)		3,483		3,512
$7,088 note issued April 2007 (d)	May 2017	6.00	% (d)		6,623		6,676
$4,400 note issued August 2007 (e)	Sept. 2017	6.7665	% (e)		3,754		3,807
$8,000 note issued January 2012; assumed in December 2013	Jan. 2018	4.778	%		7,377		7,511
$20,530 note issued December 2011 and amended February 2012	Jan. 2019	5.275	% (f)		19,085		19,317
$6,500 note issued December 2012	Dec. 2019	4.806	%		6,133		6,207
$2,956 note issued June 2013	Jun. 2020	3.184	% (g)		2,792		2,827
$16,100 note issued February 2014	Mar. 2021	4.83	%		15,688		15,857
$13,000 note issued May 2012	May 2022	5.195	%		12,183		12,326
$14,950 note issued July 2012	Aug. 2022	4.95	%		13,686		13,863
$26,000 note issued August 2012	Sept. 2022	5.05	%		24,519		24,805
$6,400 note issued November 2012	Dec. 2022	4.707	%		6,054		6,127
$11,895 note issued March 2013	Apr. 2023	4.7315	%		11,345		11,478
$17,500 note issued August 2013	Sept. 2023	5.46	%		16,919		17,091
$10,075 note issued March 2014	Apr. 2024	5.10	%		9,913		9,984
$7,750 note issued February 2013	Mar. 2038	4.81	% (h)		7,382		7,468
$6,944 notes issued March 2013	Apr. 2038	4.50	% (i)		6,602		6,684
					1,638,612		1,283,495
Unamortized net premium					199		656
Total non-recourse debt obligations of consolidated special purpose entities				$	1,638,811	$	1,284,151

(a) Note was assumed in June 2014 at a premium; estimated effective yield at assumption of 3.69%.  Subsequent to June 30, 2015, this note was refinanced in the amount of $21.1 million; the new note has an interest rate of 4.36% and matures in August 2025.

(b) Note was assumed in July 2012 at a premium; estimated effective yield at assumption of 5.15%.

(c) Note was assumed in April 2014 at a premium; estimated effective yield at assumption of 3.88%.

(d) Note was assumed in December 2013 at a premium; estimated effective yield at assumption of 4.45%.

(e) Note was assumed in September 2014 at a premium; estimated effective yield at assumption of 3.40%.

(f) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.50%. The Company has entered into two interest rate swap agreements that effectively convert the floating rate on a $12.6 million portion and a $6.5 million portion of this mortgage note payable to fixed rates of 5.299% and 5.230%, respectively.

(g) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.00%; rate shown is effective rate at June 30, 2015.

(h) Interest rate is effective for first 10 years and will reset to greater of (1) initial rate plus 400 basis points or (2) Treasury rate plus 400 basis points.

(i) Interest rate is effective for first 10 years and will reset to the lender’s then prevailing interest rate.

Schedule of Maturities of Long-term Debt

As of June 30, 2015, the scheduled debt maturities, including balloon payments, during the next five years and thereafter are as follows (in thousands):

	Scheduled		Balloon
	Principal		Payments			Total
Remainder of 2015	$	10,524	$	18,710	(a)	$	29,234
2016		21,613		6,549			28,162
2017		22,341		9,921			32,262
2018		22,895		6,665			29,560
2019		21,590		213,539			235,129
2020		15,767		295,986			311,753
Thereafter		43,237		929,275			972,512
	$	157,967	$	1,480,645		$	1,638,612

The note payable to which this balloon payment related was refinanced subsequent to June 30, 2015; the new note payable matures in August 2025

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Condensed Consolidated Statements of Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Rental revenues		$ 65,662	$ 42,609	$ 124,500	$ 80,143
Interest income on loans and direct financing receivables		3,217	2,059	5,815	3,849
Other income		21	354	44	359
Total revenues		68,900	45,022	130,359	84,351
Expenses:
Interest		20,637	16,637	37,866	31,042
Transaction costs		607	1,160	866	1,558
Property costs		356	108	651	145
General and administrative		7,210	4,883	13,845	9,066
Depreciation and amortization		21,568	13,149	40,460	24,710
Provision for impairment of real estate	[1]			1,000
Total expenses		50,378	35,937	94,688	66,521
Income from continuing operations before income taxes		18,522	9,085	35,671	17,830
Income tax expense		83	50	166	102
Income from continuing operations		18,439	9,035	35,505	17,728
Income from discontinued operations			250		1,096
Income before gain on dispostions of real estate investments		18,439	9,285	35,505	18,824
Gain on dispositions of real estate investments		1,195	1,137	1,195	1,137
Net income		$ 19,634	$ 10,422	$ 36,700	$ 19,961
Net income per share of common stock—basic and diluted:
Continuing operations (in dollars per share)		$ 0.17	$ 0.14	$ 0.31	$ 0.28
Discontinued operations (in dollars per share)					0.02
Net income (in dollars per share)		$ 0.17	$ 0.15	$ 0.31	$ 0.30
Weighted average common shares outstanding:
Weighted average shares outstanding used in basic income per share (in shares)		117,507,861	70,413,343	116,078,522	66,739,688
Weighted average shares outstanding used in diluted income per share (in shares)		117,507,861	70,413,343	116,078,522	66,739,688
Dividends declared per common sshare (in dollars per share)		$ 0.2500	$ 0.2455	$ 0.5000	$ 0.4850

[1] The dollar amount of 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 direct financing receivables.

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Income from Discontinued Operations

6 Months Ended

Jun. 30, 2015

Income from Discontinued Operations

Income from Discontinued Operations

6. Income from Discontinued Operations

Periodically, the Company may sell real estate properties it owns. Effective January 1, 2014, the Company adopted ASU No. 2014‑08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (ASU 2014‑08), under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. The Company was required to continue to classify any property disposal or property classified as held for sale as of December 31, 2013 as discontinued operations prospectively; therefore, the gains and losses from these property dispositions and all operations from these properties were reclassified to discontinued operations, net of any related income tax, in the consolidated statements of income. This presentation has no impact on net income or cash flow. The Company did not classify any additional property disposals as discontinued operations subsequent to December 31, 2013.

Amounts reclassified to discontinued operations during the three and six months ended June 30, 2014 included $24,000 and $127,000, respectively, of income from real estate operations and $226,000 and $969,000, respectively, of gain on disposition of properties related to assets that had been classified as held for sale prior to the Company’s adoption of ASU 2014‑08.

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Stockholders’ Equity

6 Months Ended

Jun. 30, 2015

Stockholders’ Equity

Stockholders' Equity Note Disclosure [Text Block]

5. Stockholders’ Equity

On November 3, 2014, the Company’s board of directors declared a 1.67‑for‑one split of its common stock effected through a dividend to its stockholders. The stock dividend was treated as a stock split for accounting purposes; the $0.01 par value of the common stock was unchanged. The Company declared dividends payable to common stockholders totaling $60.5 million and $31.9 million during the six months ended June 30, 2015 and 2014, respectively. 

On March 30, 2015, STORE Holding redeemed all of its Series A membership interests that were held by members of the Company’s board and senior management through the distribution of 653,382 common shares of the Company to those members. In June 2015, the Company completed a follow-on stock offering in which the Company issued and sold 11,562,500 shares of common stock and STORE Holding sold 9,712,500 shares from its holdings of the Company’s common stock.  The Company received $224.7 million in proceeds, net of both underwriters’ discount and offering expenses, in connection with this offering. STORE Holding held 72,436,144 of the Company’s common shares at June 30, 2015 and 82,802,026 common shares at December 31, 2014. 

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Investments (Details 2) $ in Thousands		6 Months Ended		12 Months Ended
		Jun. 30, 2015 USD ($) property		Dec. 31, 2014 USD ($) property
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		1,175		947
Dollar Amount of Investments | $	[3]	$ 3,475,013	[1],[2]	$ 2,805,911
Percentage of Total Dollar Amount of Investments		100.00%
Restaurants
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		581
Dollar Amount of Investments | $	[2]	$ 947,584
Percentage of Total Dollar Amount of Investments		27.00%
Health clubs
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		46
Dollar Amount of Investments | $	[2]	$ 253,571
Percentage of Total Dollar Amount of Investments		7.00%
Early childhood education centers
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		127
Dollar Amount of Investments | $	[2]	$ 244,035
Percentage of Total Dollar Amount of Investments		7.00%
Movie theaters
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		30
Dollar Amount of Investments | $	[2]	$ 237,860
Percentage of Total Dollar Amount of Investments		7.00%
Furniture stores
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		24
Dollar Amount of Investments | $	[2]	$ 146,645
Percentage of Total Dollar Amount of Investments		4.00%
Sporting goods stores
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		15
Dollar Amount of Investments | $	[2]	$ 122,693
Percentage of Total Dollar Amount of Investments		4.00%
Colleges and professional schools
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		6
Dollar Amount of Investments | $	[2]	$ 79,101
Percentage of Total Dollar Amount of Investments		2.00%
All other service industries
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		213
Dollar Amount of Investments | $	[2]	$ 782,754
Percentage of Total Dollar Amount of Investments		23.00%
All other retail industries
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		56
Dollar Amount of Investments | $	[2]	$ 235,610
Percentage of Total Dollar Amount of Investments		7.00%
Industrial
Information regarding the diversification of Company's investment portfolio among different industries [Line items]
Number of property locations of investments (in locations)		77
Dollar Amount of Investments | $	[2]	$ 425,160
Percentage of Total Dollar Amount of Investments		12.00%

[1] Includes the dollar amount of investments ($11.5 million) and the accumulated depreciation ($0.9 million) related to real estate investments held for sale at June 30, 2015.

[2] The dollar amount of investments includes the gross investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and direct financing receivables

[3] The dollar amount of 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 direct financing receivables.

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Organization and Formation Activities (Details) - Jun. 30, 2015 - shares	Total
Related Party Transaction [Line Items]
Common stock outstanding	126,858,765
Shares issued	11,562,500
STORE Holding Company, majority shareholder of the Company
Related Party Transaction [Line Items]
Percentage ownership of the entity	57.10%
Common stock outstanding	72,436,144
Shares sold by related party	9,712,500

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Summary of Significant Accounting Principles (Policies)

6 Months Ended

Jun. 30, 2015

Summary of Significant Accounting Principles

Basis of Accounting and Principles of Consolidation

Basis of Accounting and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year.  Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

These consolidated statements include the accounts of STORE Capital and its subsidiaries which are wholly‑owned and controlled by the Company through its voting interest. One of the Company’s wholly‑owned subsidiaries, STORE Capital Advisors, LLC, provides all of the general and administrative services for the day‑to‑day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non‑recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest‑bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long‑term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation.

Certain of the Company’s wholly‑owned consolidated subsidiaries were formed as special purpose entities. Each special purpose entity is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the special purpose entity. At June 30, 2015 and December 31, 2014, assets totaling $3.1 billion and $2.5 billion, respectively, were held and third-party liabilities totaling $1.7 billion and $1.3 billion, respectively, were owed by these special purpose entities and are included in the accompanying consolidated balance sheets.

Use of Estimates

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

Segment Reporting

The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment.

Accounting for Real Estate Investments

Accounting for Real Estate Investments

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. Real estate properties subject to an existing in‑place lease at the date of acquisition are recorded as business combinations and each tangible and intangible asset and liability acquired is recorded at fair value. 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. The Company expenses transaction costs associated with real estate acquisitions accounted for as business combinations in the period incurred.

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 and below‑market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in‑place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above‑market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below‑market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the fixed‑rate renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.

The Company’s real estate portfolio is depreciated using the straight‑line method over the estimated remaining useful life of the properties, which generally ranges from 30 to 40 years for buildings and is 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated closing costs. Any properties classified as held for sale are not depreciated.

Real Estate Investments, Impairment

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. Management considers factors such as expected future undiscounted cash flows, estimated residual value, 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. An asset is considered impaired if the carrying value of the asset exceeds its estimated undiscounted cash flows and 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.

Real Estate Investments, Revenue Recognition

Revenue Recognition

STORE Capital leases real estate to its tenants under long‑term net leases that are predominantly classified as operating leases. Direct costs associated with lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. Substantially all of the leases are triple‑net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. The Company may collect property taxes from its customers and remit those taxes to governmental authorities; such property taxes are presented on a net basis in the consolidated income statements.

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, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight‑line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the lease. The Company provides an estimated reserve for uncollectible straight‑line rental revenue based on management’s assessment of the risks inherent in those lease contracts, giving consideration to industry default rates for long‑term receivables. There was $7.0 million and $4.7 million of accrued straight‑line rental revenue, net of allowances of $2.5 million and $1.7 million, at June 30, 2015 and December 31, 2014, respectively, included in other assets on the consolidated balance sheets.  Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (CPI) may adjust over a one‑year period or over multiple‑year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred.

For leases that 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 1.5% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales.

The Company suspends revenue recognition if the collectibility of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier. The Company reviews its rent 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 a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write‑off of the specific rent receivable will be made. As of June 30, 2015, the Company had a $0.6 million provision for uncollectible contractual rent payments due from tenants; there was no provision at December 31, 2014.

Loans Receivable

Loans Receivable

STORE Capital holds its loans receivable for long‑term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any.

Revenue Recognition

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 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of June 30, 2015 and December 31, 2014, there were no loans on nonaccrual status.

Impairment and Provision for Loan Losses

The Company periodically evaluates the collectibility of its loans receivable, including accrued interest, by analyzing the underlying property‑level economics and trends, collateral value and quality and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. There was no allowance for loan losses at June 30, 2015 or December 31, 2014.

Direct Financing Receivables

Direct Financing Receivables

Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records 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.

Cash and Cash Equivalents

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 and Escrow Deposits

Restricted Cash and Escrow Deposits

The Company had $23.4 million and $15.4 million of restricted cash and deposits in escrow at June 30, 2015 and December 31, 2014, respectively, which were included in other assets on the consolidated balance sheets.

Deferred Costs

Deferred Costs

Deferred costs consist principally of financing costs related to the issuance of the Company’s debt. Deferred financing costs are amortized as an increase to interest expense over the term of the related debt instrument using the effective interest method.  Deferred costs also include lease origination costs, which are amortized as a decrease to rental revenue over the term of the respective lease.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company may enter into derivatives 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 Company records its derivatives on the balance sheet at fair value as either an asset or liability. 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 effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is 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 June 30, 2015, the Company had entered into two interest rate swap agreements with current notional amounts of $12.6 million and $6.5 million that were designated as cash flow hedges associated with the Company’s secured, variable‑rate mortgage note payable due in 2019 (Note 4).

Fair Value Measurement

Fair Value Measurement

The Company estimates 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:

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

· Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market‑corroborated inputs.

Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions.

Share‑based Compensation

Share‑based Compensation

Certain directors and employees of the Company have been granted long‑term incentive awards, including restricted shares and stock units of the Company’s common stock and profits interest units issued by STORE Holding, which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders.

During the six months ended June 30, 2015, the Company granted restricted share awards (RSAs) representing86,746 shares of restricted common stock to its executive officers and certain directors and other employees.  During the same period, 161,979 shares of restricted stock vested and 3,022 shares of restricted stock were forfeited. As of June 30, 2015, the Company had 577,651 shares of restricted common stock outstanding. The Company estimates the fair value of RSAs at the date of grant and recognizes that amount in general and administrative expense ratably over the vesting period at the greater of the amount amortized on a straight‑line basis or the amount vested. The fair value of the RSAs is based on the per-share price of the common stock on the date of the grant. Prior to the Company’s IPO, the fair value was based on the per‑share price of the common stock issued in the Company’s private equity offerings.

In March 2015, the Company issued 348,220 restricted stock units (RSUs) with both a market condition and a service condition to its executive officers.  The number of common shares to be received at vesting will range from zero to 100% of the total RSUs granted based on total shareholder return (TSR) on the Company’s common stock measured against the benchmark TSR of a peer group over a three-year performance period ending December 31, 2017.  The TSR is a measure of stock price appreciation plus dividends paid during the measurement period.  To the extent market and service conditions are met, the RSUs vest 50% at the end of 2017 and, subject to continued employment, 50% at the end of 2018. The Company valued the RSUs using a Monte Carlo simulation model on the date of grant which resulted in a grant date fair value of $4.4 million.  The Monte Carlo simulation was computed based on a volatility assumption of 23.51%, a risk-free interest rate of 0.84% and a dividend yield of zero. The RSUs accrue dividend equivalents which are paid only if the award vests. At June 30, 2015, there were 348,220 RSUs outstanding.

Income Taxes

Income Taxes

As a REIT, the Company generally will not be subject to federal income tax; however, it is still subject to state and local income taxes and to federal income and excise tax on its undistributed income. STORE Investment Corporation is the Company’s wholly‑owned taxable REIT subsidiary (TRS) created to engage in non‑qualifying REIT activities. The TRS is subject to federal, state and local income taxes.

Management of the Company determines whether any tax positions taken or expected to be taken meet the “more‑likely‑than‑not” threshold of being sustained by the applicable federal, state or local tax authority. Tax returns filed for 2011 through 2014 are subject to examination by these jurisdictions. As of June 30, 2015 and December 31, 2014, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at June 30, 2015 or December 31, 2014.

Net Income Per Common Share

Net Income Per Common Share

Net income per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock, which contain rights to receive non‑forfeitable dividends, as participating securities requiring the two‑class method of computing net income per common share. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per common share (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Less: preferred stock dividends		—		(8)		—		(8)
Net income attributable to common stockholders		19,634		10,414		36,700		19,953
Less: earnings attributable to unvested restricted shares		(142)		(120)		(285)		(236)
Net income used in basic and diluted income per share	$	19,492	$	10,294	$	36,415	$	19,717
Denominator:
Weighted average common shares outstanding		118,086,159		70,899,341		116,658,926		67,188,542
Less: Weighted average number of shares of unvested restricted stock		(578,298)		(485,998)		(580,404)		(448,854)
Weighted average shares outstanding used in basic income per share		117,507,861		70,413,343		116,078,522		66,739,688
Effects of dilutive securities:
Add: Treasury stock method impact of potentially dilutive securities (a)		—		—		—		—
Weighted average shares outstanding used in diluted income per share		117,507,861		70,413,343		116,078,522		66,739,688

(a) For the three months ended June 30, 2015 and 2014, excludes 160,971 shares and 49,451 shares, respectively, and for the six months ended June 30, 2015 and 2014, excludes 184,605 shares and 65,217 shares, respectively, related to unvested restricted shares as the effect would be antidilutive.

Recent Accounting Pronouncements

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 or results of operations upon adoption.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles‑based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. At the time of issuance, this new standard was effective for public companies for annual reporting periods beginning after December 15, 2016 and early adoption was not permitted. On July 9, 2015, the FASB decided to defer by one year the effective date of the standard for public companies which will now be effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted but only as of an annual reporting period beginning after December 15, 2016.  As leases are excluded from this guidance, the Company does not anticipate this standard to have a material impact on its financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.  This guidance was issued to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability and, therefore, make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums.  This new standard is effective for public companies for annual reporting periods beginning after December 15, 2015, with early adoption permitted.  Upon adoption, the new guidance is required to be applied retrospectively.  The Company is currently evaluating the impact of the adoption of this new standard which is expected to result in reclassifications of certain deferred costs on the Company’s balance sheets but will not have an impact on its results of operations or cash flows.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies

Commitments and Contingencies

7. Commitments and Contingencies

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. At the time the Company purchases a property, the Company may also agree to fund future improvements to the property. As of June 30, 2015, the Company had approximately $52.6 million in commitments to fund improvements to real estate properties previously acquired which will generally result in increases to the rental revenue due under the related contracts.

The Company has employment agreements with each of its executive officers which will expire in November 2018. The agreements provide for minimum annual base salaries and annual incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives to be adopted by the Company’s Board of Directors each year.  In addition, each officer is eligible to receive equity awards as determined by the Company’s Board of Directors. In the event an executive officer is terminated without cause or terminates employment for good reason, the Company is liable for a lump‑sum severance payment in an amount equal to, in the case of the Company’s Chief Executive Officer, the sum of (i) two times his base salary and (ii) two times the target cash bonus for which he was eligible in the prior fiscal year (whether or not received); and, in the case of the Company’s other executive officers, the sum of (i) 1.5 times his or her base salary and (ii) 1.5 times the target cash bonus for which he or she was eligible in the prior fiscal year (whether or not received); plus, in the case of all executive officers, certain other specified termination benefits.  In the event of a termination without cause, as defined in the employment agreements, the executive officer is entitled to immediate vesting of any and all outstanding unvested shares of the Company’s restricted stock that he or she has been awarded as part of the Company’s incentive compensation program.  For unvested RSUs, in the event of a qualified termination, as defined in the award agreement, the executive officer is entitled to a portion of any earned award, as determined under the award agreement, based on the elapsed performance period.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Measurements

Fair Value Measurements

8. 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 fair value of the Company’s derivatives (interest rate swaps) at June 30, 2015 and December 31, 2014 was a liability of $328,000 and $266,000, respectively, included in other liabilities on the consolidated balance sheets.

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 upon market conditions and perceived risks at June 30, 2015 and December 31, 2014. 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 and escrow deposits, 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. Additionally, the Company believes the carrying values of its fixed‑rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads.

The estimated fair values of the non‑recourse debt obligations of consolidated special purpose entities 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 June 30, 2015, these debt obligations had a carrying value of $1,638.8 million and an estimated fair value of $1,735.6 million. At December 31, 2014, these debt obligations had a carrying value of $1,284.2 million and an estimated fair value of $1,349.0 million.

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Summary of Significant Accounting Principles (Tables)

6 Months Ended

Jun. 30, 2015

Summary of Significant Accounting Principles

Reconciliation of the numerator and denominator used in the computation of basic and diluted income per common share

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per common share (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	19,634	$	10,422	$	36,700	$	19,961
Less: preferred stock dividends		—		(8)		—		(8)
Net income attributable to common stockholders		19,634		10,414		36,700		19,953
Less: earnings attributable to unvested restricted shares		(142)		(120)		(285)		(236)
Net income used in basic and diluted income per share	$	19,492	$	10,294	$	36,415	$	19,717
Denominator:
Weighted average common shares outstanding		118,086,159		70,899,341		116,658,926		67,188,542
Less: Weighted average number of shares of unvested restricted stock		(578,298)		(485,998)		(580,404)		(448,854)
Weighted average shares outstanding used in basic income per share		117,507,861		70,413,343		116,078,522		66,739,688
Effects of dilutive securities:
Add: Treasury stock method impact of potentially dilutive securities (a)		—		—		—		—
Weighted average shares outstanding used in diluted income per share		117,507,861		70,413,343		116,078,522		66,739,688

(a) For the three months ended June 30, 2015 and 2014, excludes 160,971 shares and 49,451 shares, respectively, and for the six months ended June 30, 2015 and 2014, excludes 184,605 shares and 65,217 shares, respectively, related to unvested restricted shares as the effect would be antidilutive.

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Summary of Significant Accounting Principles (Details 2) $ in Thousands	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Mar. 31, 2015 USD ($) shares	Jun. 30, 2015 USD ($) agreement shares	Jun. 30, 2014 USD ($) shares	Jun. 30, 2015 USD ($) agreement shares	Jun. 30, 2015 USD ($) agreement shares	Jun. 30, 2014 USD ($) shares	Dec. 31, 2014 USD ($)
Income Tax Examination, Penalties and Interest Accrued
Uncertain income tax positions | $		$ 0		$ 0	$ 0		$ 0
Accrual for interest or penalities | $		0		$ 0	0		$ 0
Numerator:
Net income | $		19,634	$ 10,422		36,700	$ 19,961
Less: preferred stock dividends | $			(8)			(8)
Net income attributable to common stockholders | $		19,634	10,414		36,700	19,953
Less: earnings attributable to unvested restricted shares | $		(142)	(120)		(285)	(236)
Net income used in basic and diluted income per share | $		$ 19,492	$ 10,294		$ 36,415	$ 19,717
Denominator:
Weighted average common shares outstanding		118,086,159	70,899,341		116,658,926	67,188,542
Less: Weighted average number of shares of unvested restricted stock (in shares)		(578,298)	(485,998)		(580,404)	(448,854)
Weighted average shares outstanding used in basic income per share (in shares)		117,507,861	70,413,343		116,078,522	66,739,688
Effects of dilutive securities:
Weighted average shares outstanding used in diluted income per share (in shares)		117,507,861	70,413,343		116,078,522	66,739,688
Antidilutive unvested restricted shares (in shares)		160,971	49,451		184,605	65,217
Interest rate swaps
Derivative Instruments and Hedging Activities
Number of agreements | agreement		2		2	2
Derivative one [Member] | Designated as hedging instrument | Interest rate swaps
Derivative Instruments and Hedging Activities
Current notional amounts | $		$ 12,600		$ 12,600	$ 12,600
Derivative two [Member] | Designated as hedging instrument | Interest rate swaps
Derivative Instruments and Hedging Activities
Current notional amounts | $		$ 6,500		$ 6,500	$ 6,500
Restricted Stock
Share‑based Compensation
Granted in period (in shares)					86,746
Vested in period (in shares)					161,979
Forfeited in period (in shares)					(3,022)
Outstanding (in shares)		577,651		577,651	577,651
Restricted stock units | Executive Officer [Member]
Share‑based Compensation
Grant date fair value | $	$ 4,400
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility rate (as a percent)	23.51%
Risk free interest rate (as a percent)	0.84%
Dividend yield (as a percent)	0.00%
Restricted stock units | Executive Officer [Member] | Vesting Based On Service And Market Conditions[Member]
Share‑based Compensation
Granted in period (in shares)	348,220
Outstanding (in shares)		348,220		348,220	348,220
Period over which TSR of the company measured against the benchmark TSR of a peer group	3 years
Restricted stock units | Executive Officer [Member] | Vesting Based On Service And Market Conditions[Member] | Maximum
Share‑based Compensation
Number of common shares to be received at vesting (as a percent)				100.00%
Restricted stock units | Executive Officer [Member] | Vesting Based On Service And Market Conditions[Member] | Minimum
Share‑based Compensation
Number of common shares to be received at vesting (as a percent)				0.00%
Restricted stock units | Executive Officer [Member] | Vesting Based On Service And Market Conditions[Member] | 2017
Share‑based Compensation
Vesting percentage (as a percent)	50.00%
Restricted stock units | Executive Officer [Member] | Vesting Based On Service And Market Conditions[Member] | 2018
Share‑based Compensation
Vesting percentage (as a percent)	50.00%

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Investments (Details 5) $ in Thousands		6 Months Ended
		Jun. 30, 2015 USD ($) property loan	Dec. 31, 2014 USD ($)
Loans and direct financing receivables
Number of loans receivable | loan		12
Number of properties which secure certain mortgage loans (in properties) | property		5
Gross carrying amount of loans receivable		$ 92,400
Number of mortgage loans | loan		10
Number of short-term mortgage loans | loan		1
Amortization period of long-term mortgage loans		40 years
Mortgage loans receivable		$ 89,621	$ 64,992
Total principal repayments		91,326	65,086
Unamortized loan origination costs		1,035	497
Direct financing receivables		75,912	45,771
Total loans and direct financing receivables		$ 168,273	111,354
Minimum
Loans and direct financing receivables
Long‑term mortgage loans receivable prepayment penalty rate		1.00%
Maximum
Loans and direct financing receivables
Long‑term mortgage loans receivable prepayment penalty rate		5.00%
Mortgage loan receivable, 0.085 interest rate, Apr. 2015 maturity date
Loans and direct financing receivables
Number of loans receivable | loan		2
Number of properties which secure certain mortgage loans (in properties) | property		1
Stated Interest Rate (as a percent)		8.50%
Mortgage loans receivable			4,300
Mortgage loan receivable, 0.0909 interest rate, Jan. 2017 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		9.09%
Mortgage loans receivable		$ 1,933	1,933
Mortgage loan receivable, 0.0835 interest rate, Jan. 2028 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.35%
Mortgage loans receivable		$ 3,769	3,775
Mortgage loan receivable, 0.0875 interest rate, Jul. 2032 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.75%
Mortgage loans receivable		$ 23,947	23,998
Mortgage loan receivable, 0.0745 interest rate, Jan. 2035 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		7.45%
Mortgage loans receivable		$ 498
Mortgage loan receivable, 0.09 interest rate, Mar. 2053 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		9.00%
Mortgage loans receivable		$ 14,569	14,595
Mortgage loan receivable, 0.0875 interest rate, Jun. 2053 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.75%
Mortgage loans receivable		$ 6,346	6,357
Mortgage loan receivable, 0.085 interest rate, Jun. 2053 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.50%
Mortgage loans receivable		$ 6,749	6,697
Mortgage loan receivable, 0.0825 interest rate, Aug. 2053 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.25%
Mortgage loans receivable		$ 3,331	3,337
Mortgage loan receivable, 0.085 interest rate, Feb. 2055 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)	[1]	8.50%
Mortgage loans receivable	[1]	$ 28,479
Mortgage loan receivable, 0.085 interest rate, Feb. 2055 maturity date | Minimum
Loans and direct financing receivables
Prepayment penalities		20.00%
Mortgage loan receivable, 0.085 interest rate, Feb. 2055 maturity date | Maximum
Loans and direct financing receivables
Prepayment penalities		70.00%
Equipment loan receivable, 0.10 interest rate, Jan. 2015 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		10.00%
Equipment loans receivable			$ 94
Equipment loan receivable, 0.0775 interest rate, Mar. 2017 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		7.75%
Equipment loans receivable		$ 1,063
Equipment loan receivable, 0.0875 interest rate, May. 2022 maturity date
Loans and direct financing receivables
Stated Interest Rate (as a percent)		8.75%
Equipment loans receivable		$ 642

[1] Represents two mortgage loans receivable secured by a single property. The loans have an initial interest rate of 8.50% and are subject to increases over the term of the loans. The loans allow for prepayment in whole, but not in part, with penalties ranging from 20% to 70% depending on the timing of the prepayment.

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statement of Comprehensive Income
Net income	$ 19,634	$ 10,422	$ 36,700	$ 19,961
Other comprehensive income (loss):
Change in unrealized losses on cash flow hedges	12	(230)	(216)	(340)
Cash flow hedge losses reclassified to interest expense	77	80	154	159
Total other comprehensive income (loss)	89	(150)	(62)	(181)
Total comprehensive income	$ 19,723	$ 10,272	$ 36,638	$ 19,780

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Debt

6 Months Ended

Jun. 30, 2015

Debt

Debt

4. Debt

Credit Facilities

In September 2014, the Company entered into a $300 million unsecured revolving credit facility with a group of lenders which replaced the Company’s previous two secured credit facilities that aggregated $300 million. The facility is used to partially fund real estate acquisitions pending the issuance of long-term, fixed-rate debt.

This facility, which includes an accordion feature that allows the size of the facility to be increased up to $500 million, is for an initial term of three years and includes a one-year extension option subject to certain conditions and the payment of a 0.2% extension fee. The facility is recourse to the Company and includes a guaranty from STORE Capital Acquisitions, LLC, one of the Company’s direct wholly-owned subsidiaries. Borrowings under this facility require monthly payments of interest at a rate selected by the Company of either (1) one-month LIBOR plus a credit spread ranging from 1.75% to 2.50%, or (2) the Base Rate, as defined in the agreement, plus a credit spread ranging from 0.75% to 1.50%. The credit spread used is based on the Company’s leverage ratio as defined in the agreement; based on the recent leverage ratio calculations, borrowings under the facility made on or after April 1, 2015 bear interest at one-month LIBOR plus 1.75%. The Company must also pay a 0.25% non-use fee on the unused portion of the facility. Borrowing availability under the facility is limited to 50% of the value of the Company’s eligible unencumbered assets at any point in time. At June 30, 2015, the Company had no borrowings outstanding and a pool of eligible unencumbered assets aggregating approximately $1.1 billion.

The Company is subject to various financial and nonfinancial covenants under this unsecured credit facility including a maximum leverage of 65%,  a minimum EBITDA to fixed charges ratio of 1.5 to 1, minimum consolidated net worth of $600 million plus 75% of additional equity raised after September 2014, and a maximum dividend payout ratio limited to 95% of Funds from Operations, all as defined in the agreement. As of June 30, 2015, the Company was in compliance with these covenants.

On April 8, 2015, the Company entered into a four-month (including the one-month extension option), $50 million unsecured loan facility with a bank as a temporary supplement to borrowing capacity under its unsecured revolving credit facility.  This loan facility was subject to the same borrowing limitations and covenants as the unsecured revolving credit facility discussed above and borrowings under this loan facility required monthly payments of interest at a rate selected by the Company of either (1) one-month LIBOR plus 2.00%, or (2) the Base Rate, as defined in the agreement.  This facility expired in accordance with its terms in July 2015.

Prior to September 19, 2014, the Company had two bank credit facilities that were secured by real estate properties which were pledged as collateral under the facilities as well as the Company’s equity interests in certain of its special purpose entity subsidiaries and the Company’s holdings of the Class B notes issued under its STORE Master Funding debt program discussed below. These previous secured credit facilities bore interest at one-month LIBOR plus a credit spread ranging from 2.45% to 3.00%.

The financing costs related to the establishment of the Company’s credit facilities are deferred and amortized to interest expense over the term of the credit facilities. At June 30, 2015 and December 31, 2014, unamortized financing costs related to the Company’s credit facility totaled $1.9 million and $2.4 million, respectively.

Non‑Recourse Debt Obligations of Consolidated Special Purpose Entities

During 2012, the Company implemented the 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 owned by these entities and their related leases (collateral). 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 are generally segregated into Class A amortizing notes and Class B non‑amortizing notes. The Company has retained each of the Class B notes which aggregate $108.0 million at June 30, 2015.

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. As of June 30, 2015, the aggregate collateral pool securing the net‑lease mortgage notes is comprised primarily of single tenant commercial real estate properties with an aggregate investment amount of approximately $2.0 billion.

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 $327.8 million at June 30, 2015.

The mortgage notes payable, which are obligations of the consolidated special purpose entities as 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. As of June 30, 2015, the Company had one variable-rate mortgage note (outstanding principal balance of $19.1 million) which had effectively been converted to a fixed-rate note through the use of two interest rate swaps. The Company has an agreement with the counterparty to the interest rate swaps which contains a provision that, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its interest rate swap obligations. As of June 30, 2015, the termination value of the Company’s interest rate swaps was a liability of approximately $0.4 million.

Financing costs related to the issuance of the non‑recourse debt obligations are deferred and amortized to interest expense over the terms of the related notes. As of June 30, 2015 and December 31, 2014, unamortized financing costs related to all non‑recourse debt obligations of the consolidated special purpose entities totaled $35.9 million and $30.9 million, respectively.

The non‑recourse debt obligations of the consolidated special purpose entity subsidiaries are summarized below (dollars in thousands):

		Coupon		Outstanding Balance
	Maturity	Interest		June 30,		December 31,
	Date	Rate		2015		2014
Non-recourse net-lease mortgage notes:
Series 2012-1, Class A	Aug. 2019	5.77	%	$	205,883	$	207,503
Series 2013-1, Class A-1	Mar. 2020	4.16	%		144,634		145,876
Series 2013-2, Class A-1	Jul. 2020	4.37	%		103,903		104,740
Series 2013-3, Class A-1	Nov. 2020	4.24	%		75,175		75,767
Series 2014-1, Class A-1	Apr. 2021	4.21	%		119,350		119,650
Series 2015-1, Class A-1	Apr. 2022	3.75	%		94,921		—
Series 2013-1, Class A-2	Mar. 2023	4.65	%		98,351		99,196
Series 2013-2, Class A-2	Jul. 2023	5.33	%		94,193		94,951
Series 2013-3, Class A-2	Nov. 2023	5.21	%		97,629		98,398
Series 2014-1, Class A-2	Apr. 2024	5.00	%		139,242		139,592
Series 2015-1, Class A-2	Apr. 2025	4.17	%		269,775		—
Non-recourse mortgage notes payable:
$21,443 note issued July 2005 (a)	Aug. 2015	5.26	% (a)		18,746		18,956
$4,000 note issued August 2006 (b)	Sept. 2016	6.33	% (b)		3,272		3,326
$3,800 note issued September 2006 (c)	Oct. 2016	6.47	% (c)		3,483		3,512
$7,088 note issued April 2007 (d)	May 2017	6.00	% (d)		6,623		6,676
$4,400 note issued August 2007 (e)	Sept. 2017	6.7665	% (e)		3,754		3,807
$8,000 note issued January 2012; assumed in December 2013	Jan. 2018	4.778	%		7,377		7,511
$20,530 note issued December 2011 and amended February 2012	Jan. 2019	5.275	% (f)		19,085		19,317
$6,500 note issued December 2012	Dec. 2019	4.806	%		6,133		6,207
$2,956 note issued June 2013	Jun. 2020	3.184	% (g)		2,792		2,827
$16,100 note issued February 2014	Mar. 2021	4.83	%		15,688		15,857
$13,000 note issued May 2012	May 2022	5.195	%		12,183		12,326
$14,950 note issued July 2012	Aug. 2022	4.95	%		13,686		13,863
$26,000 note issued August 2012	Sept. 2022	5.05	%		24,519		24,805
$6,400 note issued November 2012	Dec. 2022	4.707	%		6,054		6,127
$11,895 note issued March 2013	Apr. 2023	4.7315	%		11,345		11,478
$17,500 note issued August 2013	Sept. 2023	5.46	%		16,919		17,091
$10,075 note issued March 2014	Apr. 2024	5.10	%		9,913		9,984
$7,750 note issued February 2013	Mar. 2038	4.81	% (h)		7,382		7,468
$6,944 notes issued March 2013	Apr. 2038	4.50	% (i)		6,602		6,684
					1,638,612		1,283,495
Unamortized net premium					199		656
Total non-recourse debt obligations of consolidated special purpose entities				$	1,638,811	$	1,284,151

(a) Note was assumed in June 2014 at a premium; estimated effective yield at assumption of 3.69%.  Subsequent to June 30, 2015, this note was refinanced in the amount of $21.1 million; the new note has an interest rate of 4.36% and matures in August 2025.

(b) Note was assumed in July 2012 at a premium; estimated effective yield at assumption of 5.15%.

(c) Note was assumed in April 2014 at a premium; estimated effective yield at assumption of 3.88%.

(d) Note was assumed in December 2013 at a premium; estimated effective yield at assumption of 4.45%.

(e) Note was assumed in September 2014 at a premium; estimated effective yield at assumption of 3.40%.

(f) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.50%. The Company has entered into two interest rate swap agreements that effectively convert the floating rate on a $12.6 million portion and a $6.5 million portion of this mortgage note payable to fixed rates of 5.299% and 5.230%, respectively.

(g) Note is a variable‑rate note which resets monthly at one‑month LIBOR + 3.00%; rate shown is effective rate at June 30, 2015.

(h) Interest rate is effective for first 10 years and will reset to greater of (1) initial rate plus 400 basis points or (2) Treasury rate plus 400 basis points.

(i) Interest rate is effective for first 10 years and will reset to the lender’s then prevailing interest rate.

As of June 30, 2015, the scheduled debt maturities, including balloon payments, during the next five years and thereafter are as follows (in thousands):

	Scheduled		Balloon
	Principal		Payments			Total
Remainder of 2015	$	10,524	$	18,710	(a)	$	29,234
2016		21,613		6,549			28,162
2017		22,341		9,921			32,262
2018		22,895		6,665			29,560
2019		21,590		213,539			235,129
2020		15,767		295,986			311,753
Thereafter		43,237		929,275			972,512
	$	157,967	$	1,480,645		$	1,638,612

(a) The note payable to which this balloon payment related was refinanced subsequent to June 30, 2015; the new note payable matures in August 2025.

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Investments (Details 6) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Scheduled loan receivable maturities
Remainder of 2015	$ 159
2016	332
2017	3,419
2018	507
2019	552
2020	602
Thereafter	85,755
Total principal repayments	91,326	$ 65,086
Components of investments accounted for as direct financing receivables
Minimum lease payments receivable	197,935
Estimated residual value of leased assets	9,174
Unearned income	(131,197)
Net investment	75,912	$ 45,771
Scheduled principal
Scheduled loan receivable maturities
Remainder of 2015	159
2016	332
2017	423
2018	507
2019	552
2020	602
Thereafter	61,886
Total principal repayments	64,461
Balloon payments
Scheduled loan receivable maturities
2017	2,996
Thereafter	23,869
Total principal repayments	$ 26,865

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Summary of Significant Accounting Principles (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($) segment loan	Dec. 31, 2014 USD ($) loan
Basis of Accounting and Principles of Consolidation
Assets owned	$ 3,487,859,000	$ 2,913,612,000
Liabilities owed	$ 1,702,206,000	1,330,928,000
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of Reportable Segments | segment	1
Accounting for Real Estate Investments
Accrued straight‑line rental revenue, net of allowance	$ 7,000,000	4,700,000
Accrued straight‑line rental revenue, allowance	$ 2,500,000	1,700,000
Leases indexed to increases in the CPI, minimum adjustment period	1 year
Leases indexed to increases in the CPI, minimum multiplier increasing rent (in multipliers)	1
Leases indexed to increases in the CPI, maximum multiplier increasing rent (in multipliers)	1.25
Portion of investment portfolio subject to contingent rent based upon tenant sales (as a percent)	1.50%
Loans receivable
Allowance for loan losses	$ 0	0
Restricted Cash and Escrow Deposits
Restricted Cash and Deposits	$ 23,400,000	15,400,000
Rent receivables
Loans receivable
Maximum past due period for tenant lease payments causing suspension of revenue recognition.	60 days
Provision for uncollectible contractual rent payments	$ 600,000	$ 0
Loans receivable
Loans receivable
Maximum past due period for loans payments causing nonaccrual status.	60 days
Loans on nonaccrual status (in loans) | loan	0	0
Buildings | Maximum
Accounting for Real Estate Investments
Property, Plant and Equipment, Useful Life	40 years
Buildings | Minimum
Accounting for Real Estate Investments
Property, Plant and Equipment, Useful Life	30 years
Land improvements
Accounting for Real Estate Investments
Property, Plant and Equipment, Useful Life	15 years
Consolidated special purpose entities
Basis of Accounting and Principles of Consolidation
Assets owned	$ 3,100,000,000	$ 2,500,000,000
Liabilities owed	$ 1,700,000,000	$ 1,300,000,000