0001104659-16-117958.txt : 20160505 0001104659-16-117958.hdr.sgml : 20160505 20160505065954 ACCESSION NUMBER: 0001104659-16-117958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 24 CONFORMED PERIOD OF REPORT: 20160505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STORE CAPITAL Corp CENTRAL INDEX KEY: 0001538990 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452280254 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36739 FILM NUMBER: 161621494 BUSINESS ADDRESS: STREET 1: 8501 E. PRINCESS DRIVE STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: (480) 256-1100 MAIL ADDRESS: STREET 1: 8501 E. PRINCESS DRIVE STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 8-K 1 a16-10588_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

May 5, 2016

Date of Report (Date of earliest event reported)

 


 

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

 


 

Maryland

 

001-36739

 

45-2280254

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

8501 East Princess Drive, Suite 190
Scottsdale, AZ

 

85255

(Address of principal executive offices)

 

(Zip Code)

 

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

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On May 5, 2016, STORE Capital Corporation, a Maryland corporation (the “Company”), issued a press release announcing its financial results for the first quarter ended March 31, 2016.  The press release is furnished as Exhibit 99.1 to this Report and the supplemental financial information is furnished as Exhibit 99.2 to this Report.  The press release and the supplemental financial information are available on the Company’s website.  The information in the press release and the supplemental financial information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)   Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Earnings press release dated May 5, 2016.

99.2

 

Supplemental Financial Information dated May 5, 2016.

 

2



 

SIGNATURES

 

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 hereunto duly authorized.

 

 

STORE Capital Corporation

 

 

Dated: May 5, 2016

 

 

By:

/s/ Michael T. Bennett

 

 

Michael T. Bennett

 

 

Executive Vice President-General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Earnings press release dated May 5, 2016.

99.2

 

Supplemental Financial Information dated May 5, 2016.

 

4


EX-99.1 2 a16-10588_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

STORE Capital Announces First Quarter 2016 Operating Results

 

Raises 2016 Acquisition Volume Guidance; Narrows 2016 AFFO Per Share Guidance

 

SCOTTSDALE, Ariz., May 5, 2016 — STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced operating results for the first quarter ended March 31, 2016.

 

Highlights

 

For the quarter ended March 31, 2016:

 

·                  Total revenues of $85.2 million

 

·                  Net income per share of common stock of $0.18 (basic and diluted)

 

·                  AFFO of $55.8 million

 

·                  AFFO of $0.40 per common share (basic and diluted)

 

·                  Declared a regular quarterly cash dividend per common share of $0.27

 

·                  Invested $284.5 million in 73 properties at an initial weighted average cap rate of 8.0%

 

Management Commentary

 

“With our first quarter results, we are off to a great start for 2016,” said Christopher H. Volk, President and Chief Executive Officer of STORE Capital.  We significantly increased our quarterly profitability, originated $285 million of gross investments and brought our highly diversified investment portfolio to $4.3 billion.  During the quarter, the public float of our shares rose meaningfully, with an earlier than expected divestiture by our founding stockholder of their shares in STORE just 17 months after our IPO. We believe this rapid exit was enabled by our unique approach to the large market that we address for Single Tenant Operational Real Estate net-lease solutions.  STORE’s outstanding reception in the marketplace has enabled us to build a strong financial foundation and business franchise while delivering market-leading investment activity and standout growth.

 

“Based on our investment activity we have closed thus far in 2016, we are increasing our guidance on real estate acquisition volume for 2016 to approximately $900 million, net of projected property sales, and narrowing our 2016 AFFO per share guidance range to $1.60 to $1.63.  We are excited about the remainder of this year as we continue to build on the founding principles that have created one of the largest and fastest-growing net-lease REITs operating today.”

 



 

Financial Results

 

Total Revenues

 

Total revenues were $85.2 million for the first quarter of 2016, an increase of 38.7% from $61.5 million for the first quarter of 2015. The increase was driven primarily by the growth in the size of STORE Capital’s real estate investment portfolio, which grew from $3.1 billion in gross investment amount representing 1,073 property locations at March 31, 2015 to $4.3 billion in gross investment amount representing 1,397 property locations at March 31, 2016.

 

Net Income

 

Net income increased to $24.8 million, or $0.18 per basic and diluted share, for the first quarter of 2016 compared to $17.1 million in net income, or $0.15 per basic and diluted share, for the first quarter of 2015.  Net income for the first quarter of 2016 includes a $0.3 million net loss on the sale of one property; in comparison, the first quarter of 2015 included a $1.0 million provision for impairment of real estate.

 

Adjusted Funds from Operations (AFFO)

 

AFFO increased 41.2% to $55.8 million, or $0.40 per basic and diluted share, for the first quarter of 2016, compared to AFFO of $39.5 million, or $0.34 per basic and diluted share, for the first quarter of 2015.  The increase in AFFO between years was primarily driven by additional rental revenues and interest income generated by the 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 $0.27 for the first quarter ended March 31, 2016. This dividend, totaling $38.0 million, was paid on April 15, 2016 to stockholders of record on March 31, 2016.

 

Real Estate Portfolio Highlights

 

Investment Activity

 

The Company originated $284.5 million of gross investments representing 73 property locations during the first quarter of 2016. These investments had an initial weighted average cap rate of 8.0%. The Company defines “initial cap rate” for property acquisitions as the initial annual cash rent divided by the purchase price of the property.

 

Portfolio

 

At March 31, 2016, STORE Capital’s real estate portfolio totaled $4.3 billion representing 1,397 property locations, substantially all of which are profit centers for the Company’s customers. Approximately 95% of the 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 the Company owns and leases to its customers) and a nominal amount represents other loans receivable secured by the tenants’ other assets.  As of March 31, 2016, the portfolio’s annualized base rent and interest (based on rates in effect on March 31, 2016 for all lease and loan contracts) totaled $356.3 million. The

 

2



 

weighted average non-cancelable remaining term of the leases at March 31, 2016 was approximately 14 years.

 

The Company’s customers operate their businesses across more than 340 brand names, or concepts, and the largest single concept represented approximately 3.1% of the Company’s annualized base rent and interest as of March 31, 2016.

 

Portfolio At A Glance — As of March 31, 2016

 

Investment property locations

 

1,397

 

Customers

 

321

 

Industries in which customers operate

 

90

 

States

 

47

 

Proportion of portfolio from direct origination

 

~75%

 

% of investment portfolio subject to STORE preferred contracts*

 

89%

 

Weighted average annual lease escalation(1)

 

1.7%

 

Weighted average remaining lease contract term

 

~14 years

 

Occupancy(2)

 

99.9%

 

# of properties not currently operating but subject to a lease(3)

 

6

 

# of investment locations subject to a ground lease

 

14

 

% of investment portfolio subject to NNN leases*

 

97%

 

% of investment portfolio subject to master leases*(4)

 

80%

 

Average investment amount/replacement cost (new)(5)

 

82%

 

% of investment locations providing unit-level financial reporting

 

97%

 

Median unit fixed charge coverage ratio (FCCR)/4-Wall coverage ratio(6)

 

2.12x/2.64x

 

Proportion of investment contracts rated investment grade(7)

 

~75%

 

 


* Based on annualized base rent and interest.

 

(1)         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 0.3% of annualized base rent and interest where there are no further escalations remaining in the current lease term and there are no extension options.

 

(2)         The Company defines occupancy as a property being subject to a lease or loan contract.  As of March 31, 2016, two of the Company’s properties were vacant and not subject to a contract.

 

(3)         Represents the number of the Company’s investment locations that have been closed by the tenant but remain subject to a lease.

 

(4)         Percentage of investment portfolio in multiple properties with a single customer subject to master leases. Based on annualized base rent and interest, 81% of the investment portfolio involves multiple properties with a single customer, whether or not subject to a master lease.

 

(5)         Represents the ratio of purchase price to replacement cost (new) at acquisition.

 

(6)         STORE Capital 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. The 4-Wall coverage ratio refers to a unit’s FCCR before taking into account standardized corporate overhead expense.

 

(7)         Represents the percentage of the Company’s contracts that have a STORE Score that is investment grade. The Company measures the credit quality of its portfolio on a contract-by-contract basis using the STORE Score, which is a risk measure reflective of both the credit risk of its tenants and the profitability of the operations at the properties.  As of March 31, 2016, STORE Capital’s tenants had a median tenant credit profile of approximately ‘Ba1’ as measured by Moody’s Analytics RiskCalc rating scale.  Considering the profitability of the operations at each of its properties and STORE’s assessment of the likelihood that each of the tenants will choose to continue to operate at the properties in the event of their insolvency, the credit quality of its contracts, or STORE Score, is enhanced to a median of ‘Baa1’.

 

3



 

Capital Transactions and Subsequent Events

 

Between February 1, 2016 and April 1, 2016, STORE Holding Company, LLC (“STORE Holding”), the Company’s founding stockholder which is directly and indirectly owned by certain investment funds managed by Oaktree Capital Management, L.P., completed three public offerings of the Company’s common stock. With the completion of the last offering on April 1, 2016, STORE Holding no longer holds any shares of STORE Capital’s common stock. The Company did not receive any proceeds from these sales of shares of common stock sold by STORE Holding.  Pursuant to a registration rights agreement, the Company incurred approximately $0.8 million of expenses, primarily registration fees, legal and accounting costs, during the first quarter of 2016 on behalf of STORE Holding, the selling stockholder, related to its sale of all its holdings of STORE Capital common stock.

 

Subsequent to March 31, 2016, the Company incurred an aggregate of $300 million of additional indebtedness having a weighted average term of eight years at a blended interest rate at closing of 4.1% as follows:  on April 28, 2016, the Company executed a private placement for $200 million of unsecured, investment-grade rated 4.73% Senior Notes, Series C due April 2026 and, on April 26, 2016, entered into a $100 million floating-rate, unsecured five-year term loan with the same group of lenders participating in its unsecured revolving credit facility.  Concurrent with the closing of the floating-rate loan, the Company entered into interest rate swaps that effectively convert the floating rate to a fixed rate, which was approximately 2.7% at closing, for the term of the loan.

 

In April, the Company also increased the total commitment under its unsecured credit facility to $500 million by accessing $100 million of availability under the accordion feature of that facility.

 

2016 AFFO Guidance

 

The Company is increasing its expected 2016 annual real estate acquisition volume, net of projected property sales, to approximately $900 million and expects that 2016 AFFO per share will be in the range of $1.60 to $1.63.  AFFO per share guidance equates to anticipated net income of $0.73 to $0.74 per share, plus $0.77 to $0.79 per share of expected real estate depreciation and amortization, plus approximately $0.10 per share related to noncash items and real estate transaction costs. AFFO per share is sensitive to the timing and amount of real estate acquisitions and capital markets activities during the year, as well as to the spread achieved between the lease rates on new acquisitions and the interest rates on borrowings used to finance those acquisitions.

 

Conference Call and Webcast

 

A conference call and audio webcast with analysts and investors will be held later today at 12:00 p.m. Eastern Time / 9:00 a.m. Scottsdale, Arizona Time, to discuss first quarter ended March 31, 2016 operating results and answer questions.

 

·                  Live conference call: 855-656-0920 (domestic) or 412-542-4168 (international)

 

·                  Conference call replay available through May 19, 2016: 877-344-7529 (domestic) or 412-317-0088 (international)

 

·                  Replay access code: 10083302

 

·                  Live and archived webcast: http://ir.storecapital.com/webcasts

 

4



 

About STORE Capital

 

STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the 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 1,397 property locations, substantially all of which are profit centers, in 47 states. Additional information about STORE Capital can be found on its website at www.storecapital.com.

 

Forward-Looking Statements

 

Certain statements contained in this press release that are not historical facts contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the “safe harbor” created by those sections. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for STORE Capital’s business, please refer to the periodic reports the Company files with the Securities and Exchange Commission from time to time. These forward-looking statements herein speak only as of the date of this press release and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

 

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.

 

5



 

To derive AFFO, the Company modifies 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, the Company excludes transaction costs associated with acquiring real estate subject to existing leases and certain other expenses not related to its ongoing operations.

 

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 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, the Company excludes transaction costs associated with acquiring real estate subject to existing leases. The Company views transaction costs to be a part of the investment in the real estate it acquires, similar to the treatment of acquisition and closing costs on sale-leaseback transactions, which are capitalized as a part of the investment in the asset. The Company believes that transaction costs are not an ongoing cost of the portfolio in place at the end of each reporting period and, for these reasons, the portion expensed is added back when computing AFFO.  Similarly, in 2016 the Company excluded the offering expenses incurred on behalf of its selling stockholder, STORE Holding, when it exited all of its holdings in STORE Capital common stock, as those costs are not related to the Company’s ongoing operations.  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.

 

Media and Investor Contacts:

 

Financial Profiles, Inc.

Moira Conlon, 310-622-8220

Paige Hart, 310-622-8244

STORECapital@finprofiles.com

 

Financial tables begin on following page —

 

6



 

STORE Capital Corporation
Condensed Consolidated Statements of Income
(In thousands, except share and per share data)

 

 

 

Three months ended
March 31,

 

 

 

2016

 

2015

 

 

 

(unaudited)

 

Revenues:

 

 

 

 

 

Rental revenues

 

$

80,767

 

$

58,838

 

Interest income on loans and direct financing receivables

 

4,415

 

2,598

 

Other income

 

52

 

23

 

Total revenues

 

85,234

 

61,459

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Interest

 

23,435

 

17,229

 

Transaction costs

 

234

 

259

 

Property costs

 

486

 

295

 

General and administrative

 

8,591

 

6,635

 

Selling stockholder costs

 

800

 

 

Depreciation and amortization

 

26,479

 

18,892

 

Provision for impairment of real estate

 

 

1,000

 

Total expenses

 

60,025

 

44,310

 

 

 

 

 

 

 

Income from operations before income taxes

 

25,209

 

17,149

 

Income tax expense

 

69

 

83

 

Income before loss on disposition of real estate

 

25,140

 

17,066

 

Loss on disposition of real estate

 

347

 

 

Net income

 

$

24,793

 

$

17,066

 

 

 

 

 

 

 

Net income per share of common stock - basic and diluted

 

$

0.18

 

$

0.15

 

 

 

 

 

 

 

Weighted average common shares outstanding:

Basic

 

140,354,143

 

114,633,300

 

 

Diluted

 

140,564,379

 

114,633,300

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.27

 

$

0.25

 

 

7



 

STORE Capital Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)

 

 

 

March 31,
2016

 

December 31,
2015

 

 

 

(unaudited)

 

(audited)

 

Assets

 

 

 

 

 

Investments:

 

 

 

 

 

Real estate investments:

 

 

 

 

 

Land and improvements

 

$

1,276,762

 

$

1,187,482

 

Buildings and improvements

 

2,666,134

 

2,490,394

 

Intangible lease assets

 

92,063

 

88,724

 

Total real estate investments

 

4,034,959

 

3,766,600

 

Less accumulated depreciation and amortization

 

(210,626

)

(184,182

)

 

 

3,824,333

 

3,582,418

 

Real estate investments held for sale, net

 

2,274

 

 

Loans and direct financing receivables

 

225,710

 

213,342

 

Net investments

 

4,052,317

 

3,795,760

 

Cash and cash equivalents

 

30,956

 

67,115

 

Other assets

 

52,090

 

48,513

 

Total assets

 

$

4,135,363

 

$

3,911,388

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Credit facility

 

$

242,000

 

$

 

Unsecured term notes payable, net

 

172,527

 

172,442

 

Non-recourse debt obligations of consolidated special purpose entities, net

 

1,593,612

 

1,597,505

 

Dividends payable

 

38,037

 

38,032

 

Accounts payable and accrued expenses

 

34,482

 

36,196

 

Other liabilities

 

8,356

 

7,420

 

Total liabilities

 

2,089,014

 

1,851,595

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value per share, 375,000,000 shares authorized, 140,879,389 and 140,858,765 shares issued and outstanding, respectively

 

1,409

 

1,409

 

Capital in excess of par value

 

2,162,788

 

2,162,130

 

Distributions in excess of retained earnings

 

(117,366

)

(103,453

)

Accumulated other comprehensive loss

 

(482

)

(293

)

Total stockholders’ equity

 

2,046,349

 

2,059,793

 

Total liabilities and stockholders’ equity

 

$

4,135,363

 

$

3,911,388

 

 

8



 

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
March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net income

 

$

24,793

 

$

17,066

 

Depreciation and amortization of real estate assets

 

26,372

 

18,810

 

Provision for impairment of real estate

 

 

1,000

 

Loss on disposition of real estate

 

347

 

 

Funds from Operations

 

51,512

 

36,876

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

Straight-line rental revenue, net

 

(470

)

(108

)

Transaction costs

 

234

 

259

 

Non-cash equity-based compensation

 

1,661

 

897

 

Non-cash interest expense

 

1,696

 

1,397

 

Amortization of lease-related intangibles and costs

 

414

 

220

 

Selling stockholder costs

 

800

 

 

Adjusted Funds from Operations

 

$

55,847

 

$

39,541

 

 

 

 

 

 

 

Dividends declared to common stockholders

 

$

38,037

 

$

28,822

 

 

 

 

 

 

 

Net income per share of common stock:

 

 

 

 

 

Basic and Diluted (1)

 

$

0.18

 

$

0.15

 

FFO per share of common stock:

 

 

 

 

 

Basic and Diluted (1)

 

$

0.37

 

$

0.32

 

AFFO per share of common stock:

 

 

 

 

 

Basic and Diluted (1)

 

$

0.40

 

$

0.34

 

 


(1)         Under the two-class method, earnings attributable to unvested restricted stock are deducted from earnings in the computation of per share amounts where applicable.

 

9



 

STORE Capital Corporation

 

Investment Portfolio

 

March 31, 2016

 

Real Estate Portfolio Information

 

As of March 31, 2016, STORE Capital’s total investment in real estate and loans approximated $4.3 billion, representing investments in 1,397 property locations, substantially all of which are profit centers for its customers.  The Company’s real estate portfolio is highly diversified.  The following tables summarize the diversification of the real estate portfolio based on the percentage of base rent and interest, annualized based on rates in effect on March 31, 2016, for all leases, loans and direct financing receivables in place as of that date.

 

Diversification by Customer

 

STORE Capital has a diverse customer base. At March 31, 2016, the Company’s 1,397 property locations were operated by over 320 customers. No single customer represented more than 2.6% of annualized base rent and interest and the top ten customers totaled 15.7% of annualized base rent and interest. The following table identifies STORE Capital’s ten largest customers as of March 31, 2016:

 

Customer

 

% of
Annualized
Base Rent and
Interest

 

Number of
Properties

 

Gander Mountain Company

 

2.6

%

13

 

American Multi-Cinema, Inc. (Starplex/Showplex/AMC)

 

1.9

 

10

 

RMH Franchise Holdings, Inc. (Applebee’s)

 

1.9

 

33

 

O’Charley’s LLC

 

1.6

 

30

 

At Home Stores LLC

 

1.4

 

5

 

Mills Fleet Farm Group, LLC

 

1.3

 

3

 

FreedomRoads, LLC (Camping World)

 

1.3

 

8

 

Sailormen, Inc. (Popeyes Louisiana Kitchen)

 

1.3

 

41

 

Rainbow Early Education Holding, LLC

 

1.2

 

36

 

Bellisio Foods, Inc.

 

1.2

 

2

 

All other (311 customers)

 

84.3

 

1,216

 

Total

 

100.0

%

1,397

 

 

10



 

STORE Capital Corporation

 

Investment Portfolio

 

March 31, 2016

 

Diversification by Concept

 

STORE Capital’s customers operate their businesses under a wide range of brand names or business concepts. Of the 343 concepts represented in the Company’s investment portfolio as of March 31, 2016, the largest single concept represented approximately 3.1% of annualized base rent and interest and the top ten concepts totaled less than 19% of annualized base rent and interest. The following table identifies the top ten customer business concepts as of March 31, 2016:

 

Customer Business Concept

 

% of
Annualized
Base Rent and
Interest

 

Number of
Properties

 

Ashley Furniture HomeStore

 

3.1

%

20

 

Gander Mountain

 

2.6

 

13

 

Applebee’s

 

2.3

 

42

 

Popeyes Louisiana Kitchen

 

1.9

 

64

 

Starplex Cinemas

 

1.7

 

8

 

O’Charley’s

 

1.6

 

30

 

At Home

 

1.4

 

5

 

Mills Fleet Farm

 

1.3

 

3

 

FreedomRoads/Camping World

 

1.3

 

8

 

Rainbow Child Care Center

 

1.2

 

36

 

All other (333 concepts)

 

81.6

 

1,168

 

 

 

100.0

%

1,397

 

 

11



 

STORE Capital Corporation

 

Investment Portfolio

 

March 31, 2016

 

Diversification by Industry

 

The business concepts of STORE Capital’s customers are diversified across 90 industries within the service, retail and industrial sectors of the U.S. economy.  The following table summarizes those industries as of March 31, 2016:

 

Customer Industry

 

% of
Annualized
Base Rent and
Interest

 

Number of
Properties

 

Building
Square
Footage
(in thousands)

 

Service:

 

 

 

 

 

 

 

Restaurants — full service

 

15.4

%

314

 

2,178

 

Restaurants — limited service

 

8.7

 

338

 

952

 

Movie theaters

 

7.5

 

37

 

1,467

 

Health clubs

 

6.9

 

53

 

1,693

 

Early childhood education centers

 

6.4

 

137

 

1,423

 

Colleges and professional schools

 

2.2

 

6

 

466

 

Automotive repair and maintenance facilities

 

2.2

 

55

 

217

 

All other service (39 industries)

 

21.4

 

224

 

7,002

 

Total service

 

70.7

 

1,164

 

15,398

 

Retail:

 

 

 

 

 

 

 

Furniture stores

 

4.2

 

27

 

1,637

 

Sporting goods and hobby stores

 

3.0

 

16

 

1,050

 

Lawn and garden equipment and supply stores

 

2.7

 

18

 

1,394

 

All other retail (11 industries)

 

6.6

 

69

 

2,970

 

Total retail

 

16.5

 

130

 

7,051

 

Industrial:

 

 

 

 

 

 

 

Total industrial (30 industries)

 

12.8

 

103

 

10,821

 

Total

 

100.0

%

1,397

 

33,270

 

 

12



 

STORE Capital Corporation

 

Investment Portfolio

 

March 31, 2016

 

Diversification by Geography

 

STORE Capital’s portfolio is also highly diversified by geography, as the Company’s property locations can be found in 47 of the 50 states (excluding Delaware, Hawaii and Rhode Island). The following table details the top ten geographical locations of the properties as of March 31, 2016:

 

State

 

% of
Annualized
Base Rent and
Interest

 

Number of
Properties

 

Texas

 

12.4

%

115

 

Illinois

 

8.4

 

108

 

Georgia

 

6.3

 

99

 

Tennessee

 

5.3

 

81

 

Ohio

 

5.1

 

80

 

Florida

 

4.5

 

70

 

California

 

4.3

 

21

 

Arizona

 

4.1

 

47

 

Colorado

 

3.6

 

25

 

North Carolina

 

3.5

 

85

 

All other (37 states) (1)

 

42.5

 

666

 

 

 

100.0

%

1,397

 

 


(1)         Includes one property in Ontario, Canada which represents 0.1% of annualized base rent and interest.

 

13



 

STORE Capital Corporation

 

Investment Portfolio

 

March 31, 2016

 

Contracts and Expirations

 

The Company focuses on long-term, triple-net leases with built-in lease escalators and uses master leases, where appropriate. As of March 31, 2016, 97% of the Company’s investment portfolio was subject to a triple-net lease. Where the Company owns multiple properties leased to a single customer, 80% of this portion of the investment portfolio was subject to a master lease. Leases and loans representing less than 11% of the annualized base rent and interest will expire in the next ten years (before 2026). The following table sets forth the schedule of lease, loan and direct financing receivable expirations as of March 31, 2016:

 

Year of Lease Expiration or Loan Maturity (1)

 

% of
Annualized
Base Rent and
Interest

 

Number of
Properties (2)

 

Remainder of 2016

 

%

 

2017

 

0.4

 

10

 

2018

 

0.3

 

3

 

2019

 

0.8

 

8

 

2020

 

0.7

 

5

 

2021

 

1.1

 

8

 

2022

 

0.4

 

5

 

2023

 

2.4

 

36

 

2024

 

2.2

 

23

 

2025

 

2.6

 

22

 

Thereafter

 

89.1

 

1,275

 

Total

 

100.0

%

1,395

 

 


(1)                                 Expiration year of contracts in place as of March 31, 2016 and excludes any tenant renewal option periods.

(2)                                 Excludes two properties which were vacant and not subject to a lease as of March 31, 2016.

 

14


EX-99.2 3 a16-10588_1ex99d2.htm EX-99.2

Exhibit 99.2

1Q16 Supplemental Information NYSE: STOR May 5, 2016 ir.storecapital.com SINGLE TENANT OPERATIONAL REAL ESTATE

GRAPHIC

 


Table of Contents This Supplemental Information should be read together with the Company’s first quarter ended 2016 earnings press release (included as Exhibit 99.1 of the Company’s current report on Form 8-K, filed on May 5, 2016) as certain disclosures, definitions and reconciliations in such announcement have not been included in this Supplemental Information. STORE is Single Tenant Operational Real Estate 2 STORE is a Growth REIT addressing a Large Market 3 Financial Condensed Consolidated Statements of Income 4 Funds from Operations and Adjusted Funds from Operations 5 Condensed Consolidated Balance Sheets 6 Adjusted Debt to Adjusted EBITDA 7 Debt Summary and Maturities 8 Portfolio Portfolio – At a Glance 9 Portfolio Contract Quality 10 Diversification Across Customers 11 Diversification Across Geographies and Concepts 12 Contract Expirations and Occupancy 13 Rent Escalations 14 2016 Guidance 15 Supplemental Reporting Measures and Forward-Looking Statements 17

GRAPHIC

 


STORE is Single Tenant Operational Real Estate About STORE Capital STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the leader in the acquisition, investment and management of Single Tenant Operational Real Estate, or STORE Properties, which is our target market and the inspiration for our name. STORE continues the investment activities of our senior leadership team, which has been investing in single-tenant operational, or profit-center, real estate for over three decades. We are the largest and fastest growing net-lease REIT and own a large, well-diversified portfolio that consists of investments in 1,397 property locations or $4.3 billion in gross investment dollars at March 31, 2016. Our customers operate across a wide variety of industries within the service, retail and industrial sectors of the U.S. economy, with restaurants, movie theaters, health clubs, early childhood education centers, and furniture stores representing the top industries in our portfolio. We estimate the market for STORE Properties to be among the nation’s largest real estate sectors, exceeding $2.5 trillion in market value and including more than 1.6 million properties. For more information about STORE Capital, please visit our website at www.storecapital.com. Common Stock Our common stock is traded on the New York Stock Exchange under the symbol “STOR” Closing price on March 31, 2016: $25.88 Corporate Headquarters 8501 East Princess Drive, Suite 190 Scottsdale, Arizona 85255 480.256.1100 STORE Senior Leadership Team Christopher H. Volk, President and Chief Executive Officer Catherine Long, Chief Financial Officer Mary Fedewa, Executive Vice President – Acquisitions Christopher K. Burbach, Executive Vice President – Underwriting Michael J. Zieg, Executive Vice President – Portfolio Management Michael T. Bennett, Executive Vice President and General Counsel What We Do We were formed to fill the needs of thousands of middle market and larger companies for efficient long-term capital for their profit-center real estate. In addressing this large market, we have maintained a significant investment pipeline of targeted investment opportunities since the day we opened our doors. These opportunities allow us to be selective, choosing strong tenants and investments that offer attractive risk-adjusted returns.

GRAPHIC

 


STORE is a Growth REIT addressing a Large Market The market for STORE Properties exceeds $2.5 trillion in market value and includes more than 1.6 million properties. Despite the market's size, the financing marketplace for STORE Properties is highly fragmented, with few participants addressing the long-term capital needs of middle market and larger nonrated companies. TOTAL TARGET MARKET SIZE ($2.5 TRILLION) KEY GROWTH DRIVERS We Create Demand We create stockholder value through more than real estate aggregation. We originate approximately 75% of our real estate investments through direct tenant relationships which offer both our tenants and investors superior value and nearly 90% of our contracts were created by us or contain our preferred contract terms. We are Scalable in our Operations As we grow, we expect the cost to manage our portfolio to decline as a percentage of investment value. We built STORE with highly efficient systems to enable this operating leverage. We Have an Efficient Capital Structure Our A+ rated long-term debt conduit, STORE Master Funding, is complemented by our access to senior unsecured term notes with our investment-grade rating. These long-term debt strategies, along with our short-term unsecured borrowing capacity and over $1.8 billion in unencumbered assets provide us with access to long-term, low-cost capital. MARKET OVERVIEW Retail 37 % Service 47 % Industrial 16 %

GRAPHIC

 


Condensed Consolidated Statements of Income Three Months Ended March 31, $ thousands, except share and per share data 2016 2015 Revenues: (unaudited) Rental revenues $ 80,767 $ 58,838 Interest income on loans and direct financing receivables 4,415 2,598 Other income 52 23 Total revenues 85,234 61,459 Expenses: Interest 23,435 17,229 Transaction costs 234 259 Property costs 486 295 General and administrative 8,591 6,635 Selling stockholder costs 800 - Depreciation and amortization 26,479 18,892 Provision for impairment of real estate - 1,000 Total expenses 60,025 44,310 Income from operations before income taxes 25,209 17,149 Income tax expense 69 83 Income before loss on disposition of real estate 25,140 17,066 Loss on disposition of real estate 347 - Net income $ 24,793 $ 17,066 Net income per share of common stock – basic and diluted $ 0.18 $ 0.15 Dividends declared per common share $ 0.27 $ 0.25 Weighted average common shares outstanding – basic 140,354,143 114,633,300 Weighted average common shares outstanding – diluted 140,564,379 114,633,300

GRAPHIC

 


Funds from Operations and Adjusted Funds from Operations Three Months Ended March 31, $ thousands, except per share data 2016 2015 Net income (unaudited) $ 24,793 $ 17,066 Depreciation and amortization of real estate assets 26,372 18,810 Provision for impairment of real estate - 1,000 Loss on disposition of real estate 347 - Funds From Operations $ 51,512 $ 36,876 Adjustments: Straight-line rental revenue, net (470 ) (108 ) Transaction costs 234 259 Non-cash equity-based compensation 1,661 897 Non-cash interest expense 1,696 1,397 Amortization of lease-related intangibles and costs 414 220 Selling stockholder costs 800 - Adjusted Funds From Operations $ 55,847 $ 39,541 Net income per share of common stock – basic and diluted1 $ 0.18 $ 0.15 FFO per share of common stock – basic and diluted1 $ 0.37 $ 0.32 AFFO per share of common stock – basic and diluted1 $ 0.40 $ 0.34 1 Under the two-class method, earnings attributable to unvested restricted stock are deducted from earnings in the computation of per share amounts where applicable.

GRAPHIC

 


Condensed Consolidated Balance Sheets $ thousands, except share and per share data March 31, 2016 December 31, 2015 (unaudited) (audited) Assets Investments: Real estate investments: Land and improvements $ 1,276,762 $ 1,187,482 Buildings and improvements 2,666,134 2,490,394 Intangible lease assets 92,063 88,724 Total real estate investments 4,034,959 3,766,600 Less accumulated depreciation and amortization (210,626 ) (184,182 ) 3,824,333 3,582,418 Real estate investments held for sale, net 2,274 - Loans and direct financing receivables 225,710 213,342 Net investments 4,052,317 3,795,760 Cash and cash equivalents 30,956 67,115 Other assets 52,090 48,513 Total assets $ 4,135,363 $ 3,911,388 Liabilities and stockholders’ equity Liabilities: Credit facility $ 242,000 $ - Unsecured term notes payable, net 172,527 172,442 Non-recourse debt obligations of consolidated special purpose entities, net 1,593,612 1,597,505 Dividends payable 38,037 38,032 Accounts payable and accrued expenses 34,482 36,196 Other liabilities 8,356 7,420 Total liabilities 2,089,014 1,851,595 Stockholders’ equity: Common stock, $0.01 par value per share, 375,000,000 shares authorized, 140,879,389 and 140,858,765 shares issued and outstanding, respectively 1,409 1,409 Capital in excess of par value 2,162,788 2,162,130 Distributions in excess of retained earnings (117,366 ) (103,453 ) Accumulated other comprehensive loss (482 ) (293 ) Total stockholders’ equity 2,046,349 2,059,793 Total liabilities and stockholders’ equity $ 4,135,363 $ 3,911,388

GRAPHIC

 


Adjusted Debt to Adjusted EBITDA1 $ thousands, except ratios Three Months Ended March 31, 2016 (unaudited) Credit facility $ 242,000 Unsecured term notes payable, net 172,527 Non-recourse debt obligations of consolidated special purpose entities, net 1,593,612 2,008,139 Add/(deduct): Unamortized net debt discount 47 Unamortized deferred financing costs 33,979 Cash and cash equivalents (30,956 ) Restricted cash deposits held for the benefit of lenders (16,175 ) Total adjustments (13,105 ) Adjusted Debt $ 1,995,034 Net income $ 24,793 Add/(deduct): Interest 23,435 Depreciation and amortization 26,479 Income tax expense 69 Total adjustments 49,983 EBITDA 74,776 Add/(deduct): Transaction costs 234 Loss on disposition of real estate 347 Selling stockholder costs 800 Total adjustments 1,381 Adjusted EBITDA $ 76,157 Estimated additional Adjusted EBITDA for the quarter had all leases and loans in place as of March 31, 2016 been in place as of January 1, 2016 3,856 Adjusted EBITDA – Current Estimated Run Rate $ 80,013 Annualized Adjusted EBITDA $ 304,628 Annualized Adjusted EBITDA – Current Estimated Run Rate $ 320,052 Adjusted Debt / Annualized Adjusted EBITDA 6.5 Adjusted Debt / Annualized Adjusted EBITDA – Current Estimated Run Rate 6.2 1 See page 18 for definitions of terms used in the presentation above.

GRAPHIC

 


Debt Summary and Maturities Debt maturities Debt summary We seek to employ leverage judiciously, using diverse sources of fixed-rate, long-term financing. Our largest borrowing source to date has been our private conduit program, STORE Master Funding, through which we have issued multiple series of A+ rated notes. The flexibility of STORE Master Funding enables us to better offer our customers tailored lease solutions, which we call Master Funding Solutions. Our capital efficiency is further enhanced by our access to the senior unsecured term debt market, STORE having received a BBB- rating from Fitch Ratings. With our inaugural unsecured note offering in November 2015, we are amongst the very few equity REITs that issue investment-grade unsecured debt in addition to having our own highly-rated, non-recourse secured debt conduit. PROVEN BORROWING STRATEGIES $ millions Weighted Average Interest Rate Expiration/ Maturity Date Outstanding Borrowings Gross Investment Amount of Collateral $400MM unsecured credit facility LIBOR + spread Sept. 2019 $ 242 $ - Total short-term debt 242 - Unsecured term notes payable 5.12% 2022 to 2024 175 - STORE Master Funding net-lease mortgage notes payable 4.65% 2019 to 2025 1,430 2,110 Other mortgage notes payable 5.03% 2016 to 2038 195 328 Total long-term debt 4.74% 1,800 2,438 Unencumbered real estate assets 1,825 Totals $ 2,042 $ 4,263

GRAPHIC

 


Portfolio – At a Glance OUR PORTFOLIO as of March 31, 2016 Investment Property Locations 1,397 Customers 321 Industries in which our Customers Operate 90 States 47 Proportion of Portfolio from Direct Origination ~75% % of Investment Portfolio subject to STORE preferred contracts* 89% Weighted Average Annual Lease Escalation1 1.7% Weighted Average Remaining Lease Contract Term ~14 Years Occupancy2 99.9% # of Properties not currently operating but subject to a Lease3 6 # of Investment Locations subject to a Ground Lease 14 % of Investment Portfolio subject to NNN Leases* 97% % of Investment Portfolio subject to Master Leases*4 80% Average Investment Amount / Replacement Cost (new)5 82% % of Investment Locations Providing Unit-Level Financial Reporting 97% Median Unit Fixed Charge Coverage Ratio (FCCR)/4-Wall Coverage Ratio6 2.12x/2.64x Proportion of Investment Contracts Rated Investment Grade7 ~75% * Based on annualized base rent and interest. Note: See page 16 for the definitions and numerical footnotes referenced above.

GRAPHIC

 


Portfolio Contract Quality Expected default frequency & STORE score equivalent Ratings Data as of March 31, 2016. We measure the credit quality of our portfolio on a contract-by-contract basis using the STORE Score, which is a risk measure reflective of both the credit risk of our tenants and the profitability of the operations at our properties. The STORE Score is a quantitative measurement of contract risk computed by multiplying tenant default probabilities (using Moody’s RiskCalc) and estimated store closure probabilities (using a simple algorithm we developed that has closure probabilities ranging from 100% to 10%, depending on unit-level profitability). However, qualitative features can also impact investment risk, such as low property investment amounts, the presence of third party guarantors, or other factors. Such qualitative factors may serve to further mitigate investment risk. We have maintained lease contract quality, averaging approximately 75% investment-grade.

GRAPHIC

 


Diversification Across Customers Focus on industries with sustained relevance 1 Excludes customers, representing less than 0.8% of annualized base rent and interest, that do not report corporate revenues. 2 Shown as of March 31, 2016, by % of annualized base rent and interest (annualized based on rates in effect on March31, 2016, for all leases, loans and direct financing receivables in place as of that date). Diverse customer base of established, middle market companies Median - $39 million Weighted Average - $692 million SECTOR BREAKDOWN Customer Industry % Base Rent and Interest 2 Number of Properties Building Square Footage (thousands) Restaurants – full service 15.4% 314 2,178 Restaurants – limited service 8.7% 338 952 Movie theaters 7.5% 37 1,467 Health clubs 6.9% 53 1,693 Early childhood education centers 6.4% 137 1,423 Colleges and professional schools 2.2% 6 466 Automotive repairs and maintenance 2.2% 55 217 All other service (39 industries) 21.4% 224 7,002 Total service 70.7% 1,164 15,398 Furniture stores 4.2% 27 1,637 Sporting goods and hobby stores 3.0% 16 1,050 Lawn and garden equipment and supply stores 2.7% 18 1,394 All other retail (11 industries) 6.6% 69 2,970 Total retail 16.5% 130 7,051 Total industrial (30 industries) 12.8% 103 10,821 Total 100.0% 1,397 33,270 TOP TENANT ROSTER Customer % Base Rent and Interest 2 Number of Properties Gander Mountain Company 2.6% 13 American Multi-Cinema, Inc. 1.9% 10 RMH Franchise Holdings, Inc. ( Applebee’s ) 1.9% 33 O’Charley’s LLC 1.6% 30 At Home Stores LLC 1.4% 5 Mills Fleet Farm Group, LLC 1.3% 3 FreedomRoads, LLC (Camping World) 1.3% 8 Sailormen, Inc. (Popeyes Louisiana Kitchen) 1.3% 41 Rainbow Early Education Holding, LLC 1.2% 36 Bellisio Foods, Inc. 1.2% 2 Top Ten Customers 15.7% 181 All other (311 customers) 84.3% 1,216 Total 100.0% 1,397

GRAPHIC

 


State % Base Rent and Interest¹ Number of Properties Texas 12.4 % 115 Illinois 8.4 % 108 Georgia 6.3 % 99 Tennessee 5.3 % 81 Ohio 5.1 % 80 Florida 4.5 % 70 California 4.3 % 21 Arizona 4.1 % 47 Colorado 3.6 % 25 North Carolina 3.5 % 85 Top Ten States 57.5% 731 All other (37 states)2 42.5 % 666 Total 100.0 % 1,397 Diversification Across Geographies and Concepts 1 Shown as of March 31, 2016 by % of annualized base rent and interest (annualized based on rates in effect on March 31, 2016, for all leases, loans and direct financing receivables in place as of that date). 2 Includes one property in Ontario, Canada which represents 0.1% of annualized base rent and interest. TOP ten states Customer Business Concept % Base Rent and Interest¹ Number of Properties Ashley Furniture HomeStore 3.1 % 20 Gander Mountain 2.6 % 13 Applebee’s 2.3 % 42 Popeyes Louisiana Kitchen 1.9 % 64 Starplex Cinemas 1.7 % 8 O’Charley’s 1.6 % 30 At Home 1.4 % 5 Mills Fleet Farm 1.3 % 3 FreedomRoads/Camping World 1.3 % 8 Rainbow Child Care Center 1.2 % 36 Top Ten Concepts 18.4% 229 All other (333 concepts) 81.6 % 1,168 Total 100.0 % 1,397 Top 10 concepts

GRAPHIC

 


Year of Lease Expiration or Loan Maturity % Base Rent and Interest¹ Number of Properties Remainder of 2016 - % - 2017 0.4 % 10 2018 0.3 % 3 2019 0.8 % 8 2020 0.7 % 5 2021 1.1 % 8 2022 0.4 % 5 2023 2.4 % 36 2024 2.2 % 23 2025 2.6 % 22 Thereafter 89.1 % 1,275 Total 100.0 % 1,395 Contract Expirations and Occupancy 1 Shown as of March 31, 2016, by % of annualized base rent and interest (annualized based on rates in effect on March 31, 2016, for all leases, loans and direct financing receivables in place as of that date). CONTRACT EXPIRATIONS Leases and loans representing less than 11% of the annualized base rent and interest will expire within the next ten years (before 2026); as of March 31, 2016, two of the Company’s properties were vacant and not subject to a contract. OCCUPANCY 89.1% 10.9% Thereafter Expirations prior to 2026

GRAPHIC

 


Rent Escalations Lease Escalation Frequency % Base Rent and Interest¹ Weighted Average Annual Escalation Rate1,2 Annually 62 % 1.8 % Every 5 years 31 % 1.7 % Other escalation frequencies 5 % 0.4 % Flat 2 % NA Total / Weighted Average 100 % 1.7 % At March 31, 2016, approximately 62% of our leases provided for annual escalations. We believe such frequent escalations are unusual in the net lease real estate auction marketplace, where escalations are not uncommon, but are usually less frequent. The majority of the remainder of our leases generally provided for payment escalation every five years. FREQUENT RENT ESCALATIONS PROVIDE A MEASURE OF INFLATION PROTECTION AND A STRONG POTENTIAL SOURCE OF INTERNAL GROWTH 1 Shown as of March 31, 2016, by % of annualized base rent and interest (annualized based on rates in effect on March 31, 2016, for all leases, loans and direct financing receivables in place as of that date). Excludes contracts representing less than 0.3% of annualized base rent and interest where there are no further escalations remaining in the current lease term and there are no extension options. 2 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.

GRAPHIC

 


2016 Guidance 2016 Guidance Net income per share $0.73 to $0.74 Depreciation and amortization of real estate assets per share $0.77 to $0.79 FFO per share $1.50 to $1.53 Non-cash items and real estate transaction costs $0.10 AFFO per share1 $1.60 to $1.63 G&A expenses $32 million to $34 million Estimated run-rate funded debt / annualized adjusted EBITDA 6x to 7x Acquisition volume $960 million to $980 million Disposition volume $60 million to $80 million Net volume ~$900 million Weighted average cap rate on new acquisitions 7.75% 1 AFFO per share is sensitive to the timing and amount of real estate acquisitions and capital markets activities during the year, as well as to the spread achieved between the lease rates on new acquisitions and the interest rates on borrowings used to finance those acquisitions.

GRAPHIC

 


Definitions and Footnotes 1 Weighted average annual lease escalation 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 0.3% of annualized base rent and interest where there are no further escalations remaining in the current lease term and there are no extension options. 2 We define occupancy as a property being subject to a lease or loan contract. 3 The number of properties not currently operating but subject to a lease represents the number of our investment locations that have been closed by the tenant but remain subject to a lease. 4 The percentage of investment portfolio subject to master leases represents the percentage of the investment portfolio in multiple properties with a single customer subject to master leases. Based on annualized base rent and interest, 81% of the investment portfolio involves multiple properties with a single customer, whether or not subject to a master lease. 5 The average investment amount/replacement cost (new) represents the ratio of purchase price to replacement cost (new) at acquisition. 6 STORE Capital calculates unit fixed charge coverage ratio 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. The 4-Wall coverage ratio refers to a unit’s FCCR before taking into account standardized corporate overhead expense. 7 The proportion of investment contracts rated investment grade represents the percentage of our contracts that have a STORE Score that is investment grade. We measure the credit quality of our portfolio on a contract-by-contract basis using the STORE Score, which is a risk measure reflective of both the credit risk of our tenants and the profitability of the operations at the properties. See Page 9

GRAPHIC

 


Supplemental Reporting Measures and Forward-Looking Statements Funds from Operations, or FFO, and Adjusted Funds from Operations, or AFFO Our reported results are presented in accordance with U.S. generally accepted accounting principles, or 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 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. 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 and certain other expenses not related to our ongoing operations. 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. Similarly, in 2016 we excluded the offering expenses incurred on behalf of our selling stockholder, STORE Holding, when it exited all of its holdings of STORE Capital common stock, as those costs are not related to our ongoing operations. As a result, we believe AFFO to be a more meaningful measurement of ongoing performance that 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.

GRAPHIC

 


Supplemental Reporting Measures and Forward-Looking Statements EBITDA, Adjusted EBITDA, Annualized Adjusted EBITDA and Adjusted Debt EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA modified to include other adjustments to GAAP net income for transaction costs, non-cash impairment charges, gains/losses on dispositions of real estate and certain other expenses not related to our ongoing operations. Annualized Adjusted EBITDA is calculated by multiplying Adjusted EBITDA for the quarter by four. Annualized Adjusted EBITDA – Current Estimated Run Rate is calculated based on an estimated Adjusted EBITDA as if all leases and loans in place as of March 31, 2016 had been in place as of January 1, 2016; then annualizing the Adjusted EBITDA for the quarter by multiplying it by four. You should not unduly rely on this metric as it is based on several assumptions and estimates that may prove to be inaccurate. Our actual reported Adjusted EBITDA for future periods may be significantly less than that implied by our reported Annualized Adjusted EBITDA – Current Estimated Run Rate for a variety of reasons. Adjusted Debt represents our outstanding debt obligations excluding unamortized deferred financing costs and net debt premium, further reduced for cash and cash equivalents and restricted cash deposits held for the benefit of lenders. We believe excluding unamortized deferred financing costs and net debt premium, cash and cash equivalents and restricted cash deposits held for the benefit of lenders provides an estimate of the net contractual amount of borrowed capital to be repaid which we believe is a beneficial disclosure to investors and analysts. Adjusted Debt to Annualized Adjusted EBITDA Adjusted Debt to Annualized Adjusted EBITDA, or leverage, is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments. We calculate leverage by dividing Adjusted Debt by Annualized Adjusted EBITDA. Because our portfolio growth level is significant to the overall size of the Company, we believe that presenting this leverage metric on a run rate basis is more meaningful than presenting the metric for the historical quarterly period, and we refer to this metric as Adjusted Debt to Annualized Adjusted EBITDA—Current Estimated Run Rate. Leverage should be considered as a supplemental measure of the level of risk to which stockholder value may be exposed. Our computation of leverage may differ from the methodology employed by other companies and, therefore, may not be comparable to other measures. We believe that presenting supplemental reporting measures, or non-GAAP measures, such as EBITDA and Adjusted EBITDA is useful to investors and analysts because it provides important information concerning our operating performance exclusive of certain non-cash and other costs. These non-GAAP measures have limitations as they do not include all items of income and expense that affect operations. Accordingly, they should not be considered alternatives to net income as a performance measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Our presentation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures employed by other companies. The following is a summary of the primary inputs into our presentation of these measures.

GRAPHIC

 


Supplemental Reporting Measures and Forward-Looking Statements Forward-Looking Statements Certain statements contained in this document that are not historical facts contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the “safe harbor” created by those sections. Forward-looking statements can be identified by the use of words such as "estimate," "anticipate," "expect," "believe," "intend," "may," "will," "should," "seek," "approximate" or "plan," or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for our business, please refer to the periodic reports we file with the Securities and Exchange Commission from time to time. These forward-looking statements herein speak only as of the date of this document and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law. Media and Investor Contacts: Financial Profiles, Inc. Moira Conlon, (310) 622-8220 Paige Hart, (310) 622-8244 STORECapital@finprofiles.com

GRAPHIC

 

GRAPHIC 4 g105881mm01i001.jpg GRAPHIC begin 644 g105881mm01i001.jpg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end GRAPHIC 5 g105881moi001.gif GRAPHIC begin 644 g105881moi001.gif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