STORE Capital Corporation (NYSE: STOR, “STORE Capital” or the
“Company”), an internally managed net-lease real estate investment
trust (REIT) that invests in Single Tenant
Operational Real Estate, today announced
operating results for the third quarter ended September 30,
2022.
Highlights
For the quarter ended September 30, 2022:
- Total revenues of $230.6 million
- Net income of $68.6 million, or $0.24 per basic and diluted
share, including an aggregate net loss of $2.7 million on
dispositions of real estate
- AFFO of $168.0 million, or $0.59 per basic and diluted
share
- Declared a regular quarterly cash dividend per common share of
$0.41
- Invested $284.8 million in 50 properties at a weighted average
initial cap rate of 7.6%
For the nine months ended September 30, 2022:
- Total revenues of $676.4 million
- Net income of $246.1 million, or $0.88 per basic and diluted
share, including an aggregate net gain of $17.0 million on
dispositions of real estate
- AFFO of $489.5 million, or $1.75 per basic and diluted
share
- Declared regular cash dividends per common share aggregating
$1.18
- Invested $1.2 billion in 223 properties at a weighted average
initial cap rate of 7.3%
- Closed on an aggregate $600 million of five-year ($400 million)
and seven-year ($200 million) unsecured bank term debt at a
weighted average interest rate of 3.68%
- Raised $249.6 million in net proceeds from the sale of
approximately 8.6 million common shares under the Company’s
at-the-market equity program
Pending Merger Transaction
On September 15, 2022, the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”) whereby affiliates of GIC,
a global institutional investor, and funds managed or advised by
Oak Street Real Estate Capital, a division of Blue Owl Capital,
Inc., will acquire all outstanding shares of the Company’s common
stock through a merger transaction (the “Merger”). Subject to the
terms and conditions set forth in the Merger Agreement, each share
of the Company’s common stock will be cancelled and converted into
the right to receive an amount in cash equal to $32.25, without
interest. The Merger is expected to close in the first quarter of
2023, subject to the satisfaction or waiver of certain closing
conditions, including approval of the Merger by the affirmative
vote of the holders of at least a majority of the outstanding
shares of the Company’s common stock entitled to vote on the Merger
and clearance by the Committee on Foreign Investment in the United
States of the Merger and the transactions contemplated by the
Merger Agreement. The Company can provide no assurances regarding
whether the transaction will close when expected or at all.
Financial Results
Total Revenues
Total revenues were $230.6 million for the third quarter of
2022, an increase of 15.8% from $199.1 million for the third
quarter of 2021.
Total revenues for the first nine months of 2022 were $676.4
million, an increase of 18.0% from $573.4 million for the first
nine months of 2021. The increase was driven primarily by the
growth in the size of STORE Capital’s real estate investment
portfolio, which grew from $10.3 billion in gross investment amount
representing 2,788 property locations and 538 customers at
September 30, 2021 to $11.6 billion in gross investment amount
representing 3,035 property locations and 579 customers at
September 30, 2022.
Net Income
Net income was $68.6 million, or $0.24 per basic and diluted
share, for the third quarter of 2022, as compared to $75.9 million,
or $0.28 per basic and diluted share, for the third quarter of
2021. Net income for the third quarter of 2022 included an
aggregate net loss on dispositions of real estate of $2.7 million,
as compared to an aggregate net gain on dispositions of real estate
of $10.7 million for the same period in 2021.
Net income includes such items as gain or loss on dispositions
of real estate and provisions for impairment, which can vary from
quarter to quarter and impact net income and period-to-period
comparisons. Net income for the three and nine months ended
September 30, 2022 also includes the impact of $8.0 million of
Merger-related expenses.
Net income for the nine months ended September 30, 2022 was
$246.1 million, or $0.88 per basic and diluted share, as compared
to $193.3 million, or $0.72 per basic and diluted share, for the
nine months ended September 30, 2021. Net income for the first nine
months of 2022 included an aggregate net gain on dispositions of
real estate of $17.0 million, as compared to an aggregate net gain
on dispositions of real estate of $32.3 million for the same period
in 2021. Net income for the first nine months of 2021 reflects the
impact of $10.1 million of noncash stock-based compensation expense
related to the modification of certain performance-based awards
granted in prior years.
Adjusted Funds from Operations (AFFO)
AFFO increased to $168.0 million, or $0.59 per basic and diluted
share, for the third quarter of 2022, as compared to AFFO of $140.3
million, or $0.52 per basic and diluted share, for the third
quarter of 2021. AFFO for the nine months ended September 30, 2022
was $489.5 million, or $1.75 per basic and diluted share, an
increase from $401.2 million, or $1.49 per basic and diluted share,
for the nine months ended September 30, 2021.
AFFO for the three- and nine-month periods in 2022 rose
primarily as a result of net additional rental revenues and
interest income generated by growth in the Company’s real estate
investment portfolio.
Dividend Information
As previously announced, STORE Capital declared a regular
quarterly cash dividend per common share of $0.41 for the third
quarter ended September 30, 2022. This dividend, totaling $115.9
million, was paid on October 17, 2022 to stockholders of record on
September 30, 2022.
Real Estate Portfolio Highlights
Investment Activity
The Company originated $284.8 million of gross investments
representing 50 property locations during the third quarter of
2022. These origination activities resulted in the creation of 8
new customer relationships. The investments had a weighted average
initial cap rate of 7.6%. Total investment activity for the first
nine months of 2022 was $1.2 billion representing 223 property
locations with a weighted average initial cap rate of 7.3%. The
Company defines “initial cap rate” for property acquisitions as the
initial annual cash rent divided by the purchase price of the
property. STORE Capital’s leases customarily have lease
escalations, most of which are tied to the consumer price index and
subject to a cap. For acquisitions made during the three and nine
months ended September 30, 2022, the weighted average stated lease
escalation cap was 1.9%.
Disposition Activity
During the nine months ended September 30, 2022, the Company
sold 51 properties and recognized an aggregate net gain on the
disposition of real estate of $17.0 million; 27 of these 51
properties were sold in the third quarter for an aggregate net loss
of $2.7 million. For the nine months ended September 30, 2022, net
proceeds from the disposition of real estate aggregated $177.5
million as compared to an aggregate original investment amount of
$191.7 million. The Company also collected $4.2 million in lease
termination fees in connection with property sales during the nine
months ended September 30, 2022.
Portfolio
At September 30, 2022, STORE Capital’s real estate portfolio
totaled $11.6 billion. Approximately 94% of the portfolio
represents commercial real estate properties subject to long-term
leases, 6% represents mortgage loans and financing receivables on
commercial real estate properties and a nominal amount represents
loans receivable secured by the tenants’ other assets. The weighted
average non-cancelable remaining term of the leases at September
30, 2022 was approximately 13.2 years, excluding renewal options,
with leases representing approximately 4.1% of the portfolio
scheduled to expire in the next five years (prior to 2027).
The Company’s portfolio of real estate investments is highly
diversified across customers, brand names or business concepts,
industries and geography. The following table presents a summary of
the portfolio.
Portfolio At A Glance - As of September
30, 2022
Customers
579
Investment property locations
3,035
States
49
Industries in which customers operate
125
Investment portfolio subject to Master
Leases(1)
94
%
Average investment amount/replacement cost
(new)(2)
79
%
Weighted average annual lease
escalation(3)
1.8
%
Weighted average remaining lease contract
term
~13.2 years
Occupancy(4)
99.5
%
Locations subject to unit-level financial
reporting
99
%
Weighted average 4‑Wall coverage
ratio(5)
4.7x
Weighted average unit fixed charge
coverage ratio (5)
3.6x
_______________________
(1)
Percentage, based on base rent and
interest, of investment portfolio in multiple properties with a
single customer subject to master leases. Approximately 86% of the
investment portfolio involves multiple properties with a single
customer, whether or not subject to a master lease.
(2)
Represents the ratio of purchase price to replacement cost (new) at
acquisition.
(3)
Represents the weighted average annual escalation rate of the
entire portfolio as if all escalations occurred annually. For
escalations based on a formula including CPI, assumes the stated
fixed percentage in the contract or assumes 1.5% if no fixed
percentage is in the contract. For contracts with no escalations
remaining in the current lease term, assumes the escalation in the
extension term. Calculation excludes contracts representing less
than 0.1% of base rent and interest where there are no further
escalations remaining in the current lease term and there are no
extension options.
(4)
The Company defines occupancy as a
property being subject to a lease or loan contract. As of September
30, 2022, 16 of the Company’s properties were vacant and not
subject to a contract.
(5)
The 4‑Wall coverage ratio refers to a
unit’s FCCR before taking into account standardized corporate
overhead expense. STORE Capital also calculates a unit’s FCCR
generally as the ratio of (i) the unit’s EBITDAR, less a
standardized corporate overhead expense based on estimated industry
standards, to (ii) the unit’s total fixed charges, which are its
lease expense, interest expense and scheduled principal payments on
indebtedness (if applicable). The median 4‑Wall coverage and unit
FCCR ratios were 3.1x and 2.5x, respectively.
Capital Transactions
The Company established a $900 million “at the market” equity
distribution program, or ATM Program, in November 2020 and
terminated its previous program. During the third quarter of 2022,
there was no ATM activity. For the nine months ended September 30,
2022, the Company sold an aggregate of approximately 8.6 million
common shares at a weighted average share price of $29.38 and
raised approximately $249.6 million in net proceeds after the
payment of sales agents’ commissions and offering expenses.
In April 2022, the Company entered into a term loan agreement
under which the Company borrowed an aggregate $600 million of
floating-rate, unsecured term loans through several banks who also
participate in the Company’s revolving credit facility. The new
term loans consist of a $400 million 5-year loan and a $200 million
7-year loan. In connection with the new floating-rate term loans,
the Company also entered into interest rate swap agreements that
effectively convert the floating rates to a weighted average fixed
rate of 3.68%. The Company used proceeds from the transaction to
pay down outstanding balances on its unsecured revolving credit
facility and to prepay, without penalty, $134.5 million of STORE
Master Funding Series 2014-1, Class A-2 notes, which were scheduled
to mature in 2024 and bore an interest rate of 5.0%.
Conference Call and Webcast
In light of the previously announced pending Merger, the Company
will not host a conference call with analysts and investors to
discuss its third quarter 2022 results.
Non-GAAP Financial Measures
FFO and AFFO
STORE Capital’s reported results are presented in accordance
with U.S. generally accepted accounting principles, or GAAP. The
Company also discloses Funds from Operations, or FFO, and Adjusted
Funds from Operations, or AFFO, both of which are non‑GAAP
measures. Management believes 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 to cash flows from operations as reported on a statement
of cash flows as a liquidity measure and should be considered in
addition to, and not in lieu of, GAAP financial measures.
The Company computes 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, the Company modifies the NAREIT computation of
FFO to include other adjustments to GAAP net income related to
certain revenues and expenses that have no impact on the Company’s
long-term operating performance, such as straight-line rents,
amortization of deferred financing costs and stock-based
compensation. In addition, in deriving AFFO, the Company excludes
certain other costs not related to its ongoing operations, such as
the amortization of lease-related intangibles and executive
severance and transition costs.
FFO is used by management, investors and analysts to facilitate
meaningful comparisons of operating performance between periods and
among the Company’s peers primarily because it excludes the effect
of real estate depreciation and amortization and net gains (or
losses) 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 certain additional revenues and expenses such as, as
applicable, straight-line rents, including construction period rent
deferrals, and the amortization of deferred financing costs,
stock-based compensation, lease-related intangibles and executive
severance and transition costs as such items have no impact on
long-term operating performance. As a result, the Company believes
AFFO to be a more meaningful measurement of ongoing performance
that allows for greater performance comparability. Therefore, the
Company discloses both FFO and AFFO and reconciles 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.
About STORE Capital
STORE Capital Corporation is an internally managed net-lease
real estate investment trust, or REIT, that is a leader in the
acquisition, investment and management of Single Tenant Operational
Real Estate, which is its target market and the inspiration for its
name. STORE Capital is one of the largest and fastest growing
net-lease REITs and owns a large, well-diversified portfolio that
consists of investments in more than 3,000 property locations
across the United States, substantially all of which are profit
centers. Additional information about STORE Capital can be found on
its website at www.storecapital.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company has
filed with the Securities and Exchange Commission (“SEC”) a
preliminary proxy statement on Schedule 14A on October 24, 2022.
Promptly after filing a definitive proxy statement with the SEC,
the Company intends to mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement and any other documents
filed by the Company with the SEC (when available) may be obtained
free of charge at the SEC’s website at www.sec.gov or by accessing
the Investor Relations section of the Company’s website at
https://ir.storecapital.com or by contacting the Company’s Investor
Relations by email at info@storecapital.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Forward-looking
statements relate to expectations, beliefs, projections, future
plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use
of forward-looking terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” or “potential” or the negative of these
words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this press release
are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances, many of which are beyond
the control of the Company, that may cause actual results and
future events to differ significantly from those expressed in any
forward-looking statement, which risks and uncertainties include,
but are not limited to: the ability to complete the proposed
transaction on the proposed terms or on the anticipated timeline,
or at all, including risks related to securing the necessary
stockholder approval and satisfaction of other closing conditions
to consummate the proposed transaction; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger agreement relating to the proposed
transaction; risks that the proposed transaction disrupts the
Company’s current plans and operations or diverts the attention of
management from ongoing business operations; the risk of
unanticipated difficulties or expenditures relating to the proposed
transaction, including potential difficulties with the Company’s
ability to retain employees and maintain relationships with
customers and other third parties; risks related to the outcome of
any stockholder litigation in connection with the proposed
transaction; and other effects relating to any further
announcements regarding the proposed transaction on the market
price of the Company’s common stock.
While forward-looking statements reflect the Company’s good
faith beliefs, they are not guarantees of future performance or
events. Any forward-looking statement speaks only as of the date on
which it was made. The Company disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data or
methods, future events or other changes. For a further discussion
of these and other factors that could cause the Company’s future
results to differ materially from any forward-looking statements,
see the section entitled “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021, filed
with the SEC on February 25, 2022, as updated by the Company’s
subsequent periodic reports filed with the SEC.
STORE Capital
Corporation
Condensed Consolidated
Statements of Income
(In thousands, except share
and per share data)
Three months ended
Nine months ended
September 30,
September 30,
2022
2021
2022
2021
(unaudited)
(unaudited)
Revenues:
Rental revenues
$
216,852
$
184,083
$
628,907
$
533,575
Interest income on loans and financing
receivables
13,409
12,973
41,378
37,196
Other income
295
2,069
6,159
2,661
Total revenues
230,556
199,125
676,444
573,432
Expenses:
Interest
48,519
43,367
138,426
126,904
Property costs
4,360
4,267
10,915
14,098
General and administrative
13,427
17,456
46,381
58,551
Merger-related
8,014
—
8,014
—
Depreciation and amortization
78,985
67,123
227,641
195,725
Provisions for impairment
6,750
3,400
12,962
17,350
Total expenses
160,055
135,613
444,339
412,628
Other income:
(Loss) gain on dispositions of real
estate
(2,719
)
10,721
17,013
32,271
Income (loss) from non-real estate, equity
method investments
985
1,872
(2,347
)
804
Income before income taxes
68,767
76,105
246,771
193,879
Income tax expense
182
169
659
552
Net income
$
68,585
$
75,936
$
246,112
$
193,327
Net income per share of common stock -
basic and diluted:
$
0.24
$
0.28
$
0.88
$
0.72
Weighted average common shares
outstanding:
Basic
282,238,151
271,273,253
279,386,773
269,329,141
Diluted
282,238,151
271,273,253
279,386,773
269,329,141
Dividends declared per common share
$
0.41
$
0.385
$
1.18
$
1.105
STORE Capital
Corporation
Condensed Consolidated Balance
Sheets
(In thousands, except share
and per share data)
September 30, 2022
December 31, 2021
(unaudited)
(audited)
Assets
Investments:
Real estate investments:
Land and improvements
$
3,375,710
$
3,133,402
Buildings and improvements
7,479,704
6,802,918
Intangible lease assets
61,968
54,971
Total real estate investments
10,917,382
9,991,291
Less accumulated depreciation and
amortization
(1,360,599
)
(1,159,292
)
9,556,783
8,831,999
Real estate investments held for sale,
net
—
25,154
Operating ground lease assets
32,239
33,318
Loans and financing receivables, net
721,209
697,269
Net investments
10,310,231
9,587,740
Cash and cash equivalents
46,979
64,269
Other assets, net
148,771
121,073
Total assets
$
10,505,981
$
9,773,082
Liabilities and stockholders’
equity
Liabilities:
Credit facility
$
223,000
$
130,000
Unsecured notes and term loans payable,
net
2,381,962
1,782,813
Non-recourse debt obligations of
consolidated special purpose entities, net
2,243,167
2,425,708
Dividends payable
115,901
105,415
Operating lease liabilities
37,764
37,637
Accrued expenses, deferred revenue and
other liabilities
159,776
147,380
Total liabilities
5,161,570
4,628,953
Stockholders’ equity:
Common stock, $0.01 par value per share,
375,000,000 shares authorized, 282,686,330 and 273,806,225 shares
issued and outstanding, respectively
2,827
2,738
Capital in excess of par value
6,000,122
5,745,692
Distributions in excess of retained
earnings
(690,260
)
(602,137
)
Accumulated other comprehensive income
(loss)
31,722
(2,164
)
Total stockholders’ equity
5,344,411
5,144,129
Total liabilities and stockholders’
equity
$
10,505,981
$
9,773,082
STORE Capital
Corporation
Reconciliations of Non-GAAP
Financial Measures
(In thousands, except per
share data)
Funds from Operations and
Adjusted Funds from Operations
Three months ended
Nine months ended
September 30,
September 30,
2022
2021
2022
2021
(unaudited)
(unaudited)
Net income
$
68,585
$
75,936
$
246,112
$
193,327
Depreciation and amortization of real
estate assets
78,913
67,061
227,426
195,542
Provision for impairment of real
estate
6,750
3,400
13,250
15,350
Loss (gain) on dispositions of real
estate
2,719
(10,721
)
(17,013
)
(32,271
)
Funds from Operations (1)
156,967
135,676
469,775
371,948
Adjustments:
Straight-line rental revenue:
Fixed rent escalations accrued
(2,308
)
(2,277
)
(5,919
)
(6,256
)
Construction period rent deferrals
772
980
3,209
2,717
Amortization of:
Equity-based compensation (2)
2,772
6,467
9,249
24,161
Deferred financing costs and other (3)
2,173
2,698
7,357
7,396
Lease-related intangibles and costs
678
626
2,156
2,413
(Reduction in) provision for loan
losses
—
—
(288
)
2,000
Lease termination fees
—
(1,785
)
(4,174
)
(1,785
)
Capitalized interest
(105
)
(191
)
(2,191
)
(609
)
Merger-related expenses (4)
8,014
—
8,014
—
(Income) loss from non-real estate, equity
method investments
(985
)
(1,872
)
2,347
(804
)
Adjusted Funds from Operations
(1)
$
167,978
$
140,322
$
489,535
$
401,181
Dividends declared to common
stockholders
$
115,902
$
104,801
$
332,381
$
299,812
Net income per share of common stock:
(5)
Basic and Diluted
$
0.24
$
0.28
$
0.88
$
0.72
FFO per share of common stock:
(5)
Basic and Diluted
$
0.56
$
0.50
$
1.68
$
1.38
AFFO per share of common stock:
(5)
Basic and Diluted
$
0.59
$
0.52
$
1.75
$
1.49
_______________________
(1)
FFO and AFFO for the three months ended September 30, 2022 and
2021, include approximately $1.0 million and $0.8 million,
respectively, and, for the nine months ended September 30, 2022 and
2021, include approximately $2.0 million and $5.8 million,
respectively, of net revenue that is subject to the short-term
deferral arrangements entered into in response to the COVID-19
pandemic, we account for these deferral arrangements as rental
revenue and a corresponding increase in receivables. FFO and AFFO
for the three months ended September 30, 2022 and 2021, exclude
approximately $4.6 million and $8.0 million, respectively, and, for
the nine months ended September 30, 2022 and 2021, exclude
approximately $11.8 million and $19.2 million, respectively,
collected under these short-term deferral arrangements.
(2)
For the nine months ended September 30,
2021, stock-based compensation expense included $10.1 million
related to the modification of certain performance-based awards
granted in 2018 and 2019.
(3)
For the nine months ended September 30,
2022, $0.8 million of accelerated amortization of deferred
financing costs related to the prepayment of debt. For the three
and nine months ended September 30, 2022, includes $0.6 million and
$1.1 million, respectively, of accelerated amortization of deferred
financing costs related to the prepayment of debt.
(4)
Represents transaction costs incurred as a
result of the pending Merger.
(5)
Under the two-class method, earnings
attributable to unvested restricted stock are deducted from
earnings in the computation of per share amounts where
applicable.
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version on businesswire.com: https://www.businesswire.com/news/home/20221103005172/en/
Financial Profiles, Inc. STORECapital@finprofiles.com Investors
or Media: Moira Conlon, 310‑622‑8220 Megan McGrath,
310-622-8248
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