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FCPT Four Corners Property Trust

Filed: 19 Feb 21, 5:05pm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________
FORM 10-K
___________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934             For the transition period from      to     
Commission File Number: 1-37538
FOUR CORNERS PROPERTY TRUST, INC.
(Exact name of Registrant as specified in its charter)
Maryland47-4456296
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
591 Redwood Highway,Suite 3215,Mill Valley,CA94941
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 965-8030
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.0001 par value per shareFCPTNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes    No
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   Yes   No
Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).   Yes    No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer           Non-accelerated filer     Emerging growth company
Accelerated filer           Smaller reporting company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes    No
The aggregate market value of Common Stock held by non-affiliates of the Registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately: $1,701,903,221.
Number of shares of Common Stock, par value $0.0001, outstanding as of February 18, 2021: 76,109,752
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than April 30, 2021 are incorporated by reference into Part III of this Report.



FOUR CORNERS PROPERTY TRUST, INC.
FORM 10 - K
YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS






PART I
Forward-Looking Statements
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in “Item 1A. Risk Factors.” of this Annual Report on Form 10-K.
Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K.
Item 1. Business.
Unless the context indicates otherwise, all references to “FCPT,” the “Company,” “we,” “our” or “us” include Four Corners Property Trust, Inc. and all of its consolidated subsidiaries.
History
We were incorporated as a Maryland corporation on July 2, 2015 as a wholly owned indirect subsidiary of Darden Restaurants, Inc. (together with its consolidated subsidiaries “Darden”), for the purpose of owning, acquiring and leasing properties on a net basis, for use in the restaurant and related food service industries. On November 9, 2015, Darden completed a spin-off of FCPT pursuant to which Darden contributed to us (i) 100% of the equity interest in entities that owned 418 properties in which Darden operates Olive Garden, LongHorn Steakhouse and other branded restaurants (the “Properties” or “Property”) and (ii) six LongHorn Steakhouse restaurants, including the properties or interests associated with such restaurants, located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”). In exchange, we issued to Darden all of our common stock and paid to Darden $315.0 million in cash. Subsequently, Darden distributed all of our outstanding shares of common stock pro rata to holders of Darden common stock whereby each Darden shareholder received one share of our common stock for every three shares of Darden common stock held at the close of business on the record date as well as cash in lieu of any fractional shares of our common stock which they would have otherwise received (the “Spin-Off”).
Business Overview
We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and retail industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2020, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.
Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating the Kerrow Restaurant Operating Business pursuant to franchise agreements with Darden.
In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing portfolio. We expect this acquisition strategy will decrease our reliance on Darden over time.
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We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.
In 2020, FCPT engaged in various real estate transactions for a total investment of $227.3 million, including capitalized transaction costs. Pursuant to these transactions, we acquired an additional 100 rental properties and ground leasehold interests, aggregating 589 thousand square feet. We also acquired a plot of land for $2.4 million that is under development.
As of December 31, 2020, our lease portfolio had the following characteristics:
799 free-standing properties located in 46 states and representing an aggregate leasable area of 5.2 million square feet;
99.6% occupancy (based on leasable square footage);
An average remaining lease term of 10.2 years (weighted by annualized base rent);
An average annual rent escalation of 1.44% through December 31, 2030 (weighted by annualized base rent); and
67.7% investment-grade tenancy (weighted by annualized base rent).
Segments
We operate in two segments, real estate operations and restaurant operations. Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed.
Our real estate operations segment consists of rental revenues primarily generated by leasing restaurant and retail properties to tenants through net lease arrangements under which the tenant is primarily responsible for ongoing costs relating to the properties. Our real estate operations segment also includes expenses associated with continuing efforts to invest in additional restaurant and retail properties and our corporate operating expenses.
Our restaurant operations segment is conducted through a taxable REIT subsidiary (“TRS”) and consists of our Kerrow Restaurant Operating Business. The associated sales revenues, restaurant expenses and overhead on Kerrow Restaurant Operating Business’s six buildings and equipment comprise our restaurant operations.
Our shares of common stock are listed on the New York Stock Exchange under the ticker symbol “FCPT”.
Our executive offices are located at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941, and our telephone number is (415) 965-8030.
Our Business Objectives and Strategy
Our primary goal is to create long-term shareholder value by executing our investment objectives to maximize the value of our assets, to acquire assets with growth and diversification opportunities due to favorable lease structures and attractive submarket demographics, to actively manage our existing portfolio, and to provide attractive and growing quarterly cash dividends. We do not currently have a fixed schedule of the number of acquisitions we intend to make over a particular time period, but rather, we intend to pursue those acquisitions that meet our investing and financing objectives where we can earn a return above our weighted-average cost of capital adjusted to reflect counterparty risk.
The key components of our business strategy, beyond managing our properties in accordance with our leases, include:
    Investment Strategy
    Acquire Additional Restaurant and Retail Properties: Our investment strategy is primarily to acquire restaurant and retail properties that are occupied at well-located sites by nationally recognized brands with quality operators subject to long-term net leases. These acquisitions may take many forms including, sale-leaseback transactions, one-off acquisitions or acquisitions of portfolios of properties from other REITs, and other public and private real estate owners. We will employ a disciplined, opportunistic acquisition strategy and price transactions appropriately based on, among other things, the mix of assets acquired, length and terms of the lease, location and submarket attractiveness, and the credit worthiness of the existing tenant.
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    Acquire Additional Outparcel Properties: We plan to continue to seek out opportunities to leverage our experience in past transactions and acquire additional outparcel properties from mall and shopping center companies, providing the mall and shopping center companies with capital to expand or reinvest into their existing operations.
    Increase Diversity of Portfolio: We seek to develop a diverse asset portfolio as we continue to expand. As of December 31, 2020, properties in our leasing portfolio were located in 46 different states across the continental United States, comprised of 79 unique tenant brands, and our properties in only two states, Texas and Florida, individually accounted for more than 10% of our total revenue with 11.6% and 11.1% of our total revenue, respectively. Additionally, by virtue of its large scale, we believe that the U.S. restaurant industry offers a sizable pool of attractive property acquisition targets across different types of restaurant properties, including quick service, take-out, casual dining, fast casual, and fine dining, to enable diversified growth for us and, in doing so, reduce our concentration with Darden.
    Operating Strategy
    Long-Term, Net Lease Structure: We intend to hold our properties for long-term investment. Our properties are leased to our tenants on a net lease basis with a weighted average remaining lease term of approximately 10.2 years before any renewals and an average annual rent escalation of 1.44% through December 31, 2030 (weighted by annualized base rent), thereby providing a long-term, stable income stream. Under the leases, the tenant is responsible for maintaining the properties in accordance with prudent industry practice and in compliance with all federal and state standards. The maintenance responsibilities include, among others, maintaining the building, building systems including roofing systems and other improvements. In addition to maintenance requirements, the tenant is also generally responsible for insurance required to be carried under the leases, taxes levied on or with respect to the properties, payment of common area maintenance charges and all utilities and other services necessary or appropriate for the properties and the business conducted on the properties. At the option of the tenant, the leases will generally allow extensions for a certain number of multi-year renewal terms beyond the initial term and the tenant can elect which of the properties then subject to the leases to renew. The number and duration of the renewal terms for any given property may vary, however, based on the initial term of the relevant lease and other factors.
    Re-lease Properties: Over time we will face re-tenanting risk and opportunity. If our tenants elect to cease operations at any of our properties, we will need to find a replacement tenant at the end of the lease term or earlier if a tenant abandons one of our properties prior to the end of the lease term. We plan to use leasing expertise and relationships developed through our national operations to replace tenants under any expiring or abandoned leases.
    Operate the Kerrow Restaurant Operating Business: We operate the Kerrow Restaurant Operating Business through Kerrow Holdings, LLC (“Kerrow”). Although we intend to derive the majority of our revenue from leasing properties on a net basis to restaurant and retail operators, the Kerrow Restaurant Operating Business will provide us with a diversified revenue stream and equip us with the expertise to better analyze other restaurant properties that could serve as expansion opportunities.
    Financing Strategy
    Maintain Balance Sheet Strength and Liquidity: We intend to maintain a capital structure that provides the resources and financial flexibility to support the growth of our business. Our principal sources of liquidity will be our cash generated through operations, our revolving credit facility which has an undrawn capacity as of December 31, 2020 of $240 million, our ability to access the public equity markets, and our ability to access bank and private placement debt markets. Through disciplined capital spending and working capital management, we intend to maximize our cash flows and maintain our targeted balance sheet and leverage ratios.
Investment and Financing Policies
Our investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our assets and acquire assets with cash flow growth potential. We intend to continue to invest primarily in restaurant properties. However, over time, we believe we have the potential to diversify into other retail property types beyond the restaurant industry.
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We expect that future investments in properties, including any improvements or renovations of currently owned or newly-acquired restaurant properties, will be financed, in whole or in part, with cash flow from our operations, borrowings under our $250 million revolving credit facility, or the proceeds from issuances of common stock, preferred stock, debt or other securities. Our investment and financing policies and objectives are subject to change periodically at the discretion of our Board of Directors without a vote of shareholders. We also have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. In March 2019, the Company renewed its “At-the-Market” (“ATM”) program under which it can sell common stock with an aggregate value of up to $210 million through broker-dealers. In January 2017, we achieved an investment grade rating of BBB- from Fitch Ratings.
Flexible UPREIT Structure
We operate in what is commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held through FCPT OP. It is managed by FCPT GP, which accordingly controls the management and decisions of FCPT OP. Conducting business through FCPT OP allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange for limited partnership units in FCPT OP. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell to us.
Our Portfolio
At December 31, 2020, our investment portfolio included 799 rental properties, all within the continental United States. Of these properties, 799 were held for investment or held for sale, with an aggregate leasable area of approximately 5.2 million square feet, were located in 46 states, and had a weighted average remaining lease term of 10.2 years before any lease renewals. The Company also owns a plot of land that is has begun to develop. The remaining six properties, representing the Kerrow Restaurant Operating Business, are operated by Kerrow subject to franchise agreements with Darden (“Franchise Agreements”). Two of these restaurants are subject to ground leases to third parties.
The following table summarizes the rental properties by brand as of December 31, 2020:
BrandNumber of FCPT Properties and Leasehold InterestsTotal Square Feet (000s)Annual Cash Base Rent $(000s)
% Total Cash Base Rent (1)
Avg. Rent Per Square Foot ($)
Tenant EBITDAR Coverage (2)
Lease Term Remaining (Yrs) (3)
Olive Garden309 2,630 $76,245 48.9 %$29 4.5x9.7 
Longhorn Steakhouse115 645 21,726 13.9 %34 3.9x8.5 
Other Brands - non-Darden361 1,820 53,601 34.4 %29 N/A11.9 
Other Brands - Darden14 128 4,402 2.8 %34 2.9x8.0 
Total799 5,223 $155,974 100.0 %$30 N/A10.2 
(1)     Current scheduled minimum contractual rent as of December 31, 2020.
(2)    We have estimated Darden current quarter EBITDAR coverage using latest FCPT portfolio reported sales results for the quarter ended November 2020 and Darden brand average margins reported for the same period. We are not reporting non-Darden tenant EBITDAR coverage this quarter as some financial information provided by tenants includes time periods prior to the COVID-19 pandemic and therefore may not be representative of current operations.
(3)     Lease term remaining is defined as the lease term weighted by the annual cash base rent.
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The following table summarizes the diversification of FCPT’s lease portfolio by state as of December 31, 2020:
State# of Leases% of Annual Base Rent
Texas7411.6%
Florida7211.1%
Ohio556.8%
Georgia455.9%
Michigan424.3%
Indiana504.2%
Illinois353.5%
Tennessee293.3%
Pennsylvania202.8%
South Carolina262.8%
California152.7%
Virginia222.6%
North Carolina232.6%
Maryland222.6%
Alabama292.5%
Colorado232.3%
Mississippi192.2%
Iowa222.1%
Wisconsin222.1%
Oklahoma151.9%
New York131.8%
Minnesota111.6%
Kentucky111.5%
Arizona111.5%
Nevada81.4%
Louisiana91.3%
Arkansas81.1%
Kansas81.1%
West Virginia61.0%
17 other states (none greater than 1%)607.6%
Total805100.0%
Leases with Darden
The estimated annual cash rent based on current rates for the leases in place with Darden is approximately $102.4 million, with average annual rent escalations of 1.5% through December 31, 2030. Darden also entered into guaranties, pursuant to which it guarantied the obligations of the tenants under substantially all of the leases entered into in respect of the Properties. The Properties are leased to one or more of Darden’s operating subsidiaries pursuant to the leases, which are net leases. The leases in place with Darden provide for a weighted average remaining initial term of approximately 9.3 years as of December 31, 2020, with no purchase options provided that Darden will have a right of first offer with respect to our sale of any property, if there is no default under the lease, and we will be prohibited from selling any Properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. At the option of Darden, the leases will generally allow extensions for a certain number of renewal terms of five years each beyond the initial term and Darden can elect which of our properties then subject to the leases to renew. The number and duration of the renewal terms for any given Property may vary, however, based on the initial term of the relevant lease and other factors.
Darden is currently the source of a majority of our revenues, and its financial condition and ability and willingness to satisfy its obligations under the leases and its willingness to renew the leases upon expiration of the initial base term thereof
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significantly impacts our revenues and our ability to service our indebtedness and make distributions to our shareholders. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its obligations under its leases with us, and any inability or unwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations and on our ability to pay dividends to our shareholders. We also cannot assure you that Darden will elect to renew the lease arrangements with us upon expiration of the initial base terms or any renewal terms thereof or, if such leases are not renewed, that we can re-market the affected properties on the same or better terms. See “Risk Factors - Risks Related to Our Business - We are dependent on our major tenants successfully operating their businesses, and a failure to do so could have a material adverse effect on our business, financial position or results of operations.”
Franchise Agreements
Pursuant to the Franchise Agreements, Darden grants the right and license to our subsidiary, Kerrow, to operate the Kerrow Restaurant Operating Business. The Franchise Agreements include, among other things, a license to display trademarks, utilize trade secrets and purchase proprietary products from Darden. Other services to be included pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn® operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business. The fees and conditions of these franchising services are on terms comparable to similar franchising services negotiated on an arm’s length basis and consistent with industry standard provisions.
Competition
We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants or for the acquisition of restaurant and other retail properties. The Kerrow Restaurant Operating Business also faces active competition with national and regional chains and locally-owned restaurants for guests, management and hourly personnel.
Governmental Regulations Affecting Properties
Property Environmental Considerations
As an owner and operator of real property, we are subject to various federal, state and local environmental, health and safety laws and regulations. Although we do not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any of our current or former properties at or from which there has been a release or threatened release of hazardous material, as well as other affected properties, regardless of whether we knew of or caused the contamination.
In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we or our tenants could be subject to other liabilities, including governmental penalties for violation of environmental, health and safety laws, liabilities for injuries to persons for exposure to hazardous materials, and damages to property or natural resources. Furthermore, some environmental laws can create a lien on the contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination or can restrict the manner in which a property may be used because of contamination. We also could be liable for the costs of remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to whether we comply with environmental laws in doing so.
Although the leases require our tenants to indemnify us for environmental liabilities, and although we intend to require our operators and tenants to undertake to indemnify us for certain environmental liabilities, including environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of our operators and tenants to indemnify us. The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell, develop or lease the real estate or to borrow using the real estate as collateral.
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As of February 18, 2021, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance or liability with respect to environmental laws that management believes would have a material adverse effect on our business, financial position or results of operations.
Americans with Disabilities Act of 1990
The properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively the “ADA”). Investigation of a property may reveal non-compliance with the ADA. The tenant has the primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of February 18, 2021, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance with the ADA that management believes would have a material adverse effect on our business, financial position or results of operations.
Other Regulations
State and local fire, life-safety and similar entities regulate the use of the properties. The tenant has the primary responsibility for complying with regulations but failure to comply could result in fines by governmental authorities, awards of damages to private litigants, or restrictions to conduct business on such properties.
Insurance
Our current lease agreements generally require, and new lease agreements that we enter are expected to require, that our tenants maintain all customary lines of insurance on our properties and their operations, including comprehensive insurance and hazard insurance. The tenants under our leases may have the ability to self-insure or use a captive provider with respect to its insurance obligations. We believe that the amount and scope of insurance coverage provided by our policies and the policies maintained by our tenants are customary for similarly situated companies in our industry. However, we cannot make any assurances that Darden or any other tenants in the future will maintain the required insurance coverages, and the failure by any of them to do so could have a material adverse effect on us.
Human Capital Resources and Management
As of February 14, 2021, we had 349 employees, of which 326 were employed at our Kerrow Restaurant Operating Business. None of these employees are represented by a labor union.
We endeavor to maintain a workplace that is free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. We conduct annual training to prevent harassment and discrimination and monitor employee conduct year-round, including by providing employees with access to an anonymous whistleblower hotline to report any violations. The basis for recruitment, hiring, development, training, compensation and advancement at the Company is qualifications, performance, skills and experience. Our employees are fairly compensated, without regard to gender, race and ethnicity, and routinely recognized for outstanding performance and provided with training and professional development opportunities. Our compensation program is designed to attract and retain talent. We continually assess and strive to enhance employee satisfaction and engagement. Our employees, many of whom have been employed by the Company for the majority of the Company’s existence, frequently express satisfaction with management including by responding positively about the Company’s management in anonymous surveys.
Available Information
All filings we make with the Securities and Exchange Commission (the “SEC”), including this Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, and any amendments to those reports are available for free on our website, www.fcpt.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. We do not intend our website to be an active link or to otherwise incorporate the information contained on our website into this report or other filings with the SEC. Our filings can also be obtained for free on the SEC’s Internet website at www.sec.gov. We are providing our website address solely for the information of investors.
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Item 1A. Risk Factors.
Various risks and uncertainties could affect our business. Any of the risks described below or elsewhere in this report or our other filings with the SEC could have a material impact on our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
Risk factors summary
An investment in our securities involves various risks. Such risks, including those set forth in the summary of material risks in this Item 1A, should be carefully considered before purchasing our securities.
Risks Related to Our Business
Risks related to real estate ownership could reduce the value of our properties.
We are dependent on Darden, Brinker, and our other tenants to successfully operate their businesses, make rental payments to us and fulfill their obligations under their respective leases and other contracts with us.
Actual or perceived threats associated with epidemics, pandemics or public health crises, including the ongoing COVID-19 pandemic, could have a material adverse effect on our and our tenants’ businesses.
A significant portion of our restaurant properties are Olive Garden properties. Therefore, we are subject to risks associated with having a highly concentrated property brand base.
We are dependent on the restaurant industry and may be susceptible to the risks associated with it.
Our portfolio has some geographic concentration, which makes us more susceptible to adverse events in these areas.
Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations and may result in the use of a significant amount of management resources or significant costs.
Inflation may materially and adversely affect us and our tenants.
Our tenants’ businesses and our business through the operation of Kerrow are subject to government regulations and changes in current or future laws or regulations could restrict their ability to operate both their and our business in the manner currently contemplated.
Our relationship with Darden may adversely affect our ability to do business with third-party restaurant operators and other tenants.
Real estate investments are relatively illiquid and provisions in our lease agreements may adversely impact our ability to sell properties and could adversely impact the price at which we can sell the properties.
Our active management and operation of a restaurant business may expose us to potential liabilities beyond those traditionally associated with REITs.
Risks Related to Our Indebtedness
Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.
An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.
Hedging transactions could have a negative effect on our results of operations.
Risks Related to Our Organizational Structure
Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company. Additionally, Maryland law and provisions
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in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.
Risks Related to Our Common Stock
The market price and trading volume of our common stock may be volatile and may face negative pressure including as a result of future sales or distributions of our common stock.
We cannot assure shareholders of our ability to pay dividends in the future.
Risks Related to Our Taxation as a REIT
If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
We could fail to qualify as a REIT if income we receive from Darden and other tenants is not treated as qualifying income.
REIT distribution requirements could adversely affect our ability to execute our business plan.
We attempt to mitigate the foregoing risks. However, if we are unable to effectively manage the impact of these and other risks, our ability to meet our investment objectives would be substantially impaired and any of the foregoing risks could materially adversely affect our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, or the market price of our common stock.
Risks Related to Our Business
Risks related to real estate ownership could reduce the value of our properties, which could materially and adversely affect us.
Our core business is the ownership of real estate that is leased to tenants on a net basis. Accordingly, our performance is subject to risks inherent to the ownership of real estate, including:
inability to collect rent from tenants due to financial hardship, including bankruptcy;
changes in consumer trends and preferences that reduce demand for the products or services of our tenants;
inability to lease at or above the current rental rates, or at all, or sell properties upon expiration or termination of existing leases;
needing to make capital expenditures to renovate vacant properties;
environmental risks related to the presence of hazardous or toxic substances or materials on our properties;
subjectivity of real estate valuations and changes in such valuations over time;
illiquid nature of real estate compared to most other financial assets;
changes in laws and regulations, including those governing real estate usage and zoning;
changes in interest rates and the availability of financing; and
changes in the general economic and business climate.
The occurrence of any of the risks described above may cause the value of our real estate to decline, which could materially and adversely affect us.
We are dependent on Darden to make payments to us and fulfill its obligations under its leases, as well as to provide services to us under the Franchise Agreements, and an event that materially and adversely affects Darden’s business, financial position or results of operations could materially and adversely affect our business, financial position or results of operations.
Currently, Darden is our primary lessee in our lease portfolio and, therefore, is the source of a majority of our revenues. Additionally, because Darden’s leases with us are net leases, we depend on Darden to pay all insurance, taxes, utilities,
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common area maintenance charges, maintenance and repair expenses and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business, including any environmental liabilities. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its payment obligations to us under its leases. The inability or unwillingness of Darden to meet its rent obligations to us under any of its leases could materially adversely affect our business, financial position or results of operations, including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. The inability of Darden to satisfy its other obligations under its leases with us, such as the payment of insurance, taxes and utilities could materially and adversely affect the condition of our properties.
Since Darden Restaurants, Inc. is a holding company, it is dependent to an extent on distributions from its direct and indirect subsidiaries in order to satisfy the payment obligations under its leases with us, and the ability of Darden to make such distributions may be adversely impacted in the event of the insolvency or bankruptcy of such entities or by covenants in its debt agreements or otherwise that restrict the amount of the distributions that may be made by such entities. For these reasons, if Darden were to experience a material and adverse effect on its business, financial position or results of operations, our business, financial position or results of operations could also be materially and adversely affected.
Due to our dependence on rental payments from Darden, we may be limited in our ability to enforce our rights under, or to terminate, our leases with Darden. Failure by Darden to comply with the terms of its leases with us could require us to find other lessees for some or all of the properties and there could be a decrease or cessation of rental payments by Darden.
There is no assurance that we would be able to lease any of our properties to other lessees on substantially equivalent or better terms than any of our leases with Darden, or at all, successfully reposition our properties for other uses or sell our properties on terms that are favorable to us. It may be more difficult to find a replacement tenant for a restaurant or retail property than it would be to find a replacement tenant for a general commercial property due to the specialized nature of the business.
In addition, our operation of the Kerrow Restaurant Operating Business depends on the provision of services to us by Darden pursuant to the Franchise Agreements. The Franchise Agreements provide that Darden agrees to provide certain franchising services to our subsidiary, Kerrow. The franchising services include licensing the right to use and display certain trademarks, utilize trade secrets and purchase proprietary products from Darden in connection with the operation of the Kerrow Restaurant Operating Business. Other services provided pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business.
Additional information about Darden can be found in Darden’s public filings with the SEC. Darden’s filings with the SEC can be found on the SEC’s Internet website at www.sec.gov. Reference to Darden’s filings with the SEC is solely for the information of investors. We do not intend the SEC’s website to be an active link or to otherwise incorporate the information contained on its website (including Darden’s filings with the SEC) into this report or other filings with the SEC.
We are dependent on our major tenants successfully operating their businesses, and a failure to do so could have a material adverse effect on our business, financial position or results of operations.
For the year ended December 31, 2020, Darden and Brinker International, Inc. (“Brinker”) constituted approximately 65.6% and 8.4%, respectively, of our annual cash base rent. As a result, we are dependent on Darden and Brinker successfully operating their businesses and fulfilling their obligations to us. Their ability to do so depends, in part, on their overall performance and profitability, which are based on many factors, many of which are beyond Darden’s or Brinker’s control. Accordingly, we could be materially and adversely affected if Darden or Brinker does not operate their respective businesses successfully.
Actual or perceived threats associated with epidemics, pandemics or public health crises, including the ongoing COVID-19 pandemic, could have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity and ability to access the capital markets and satisfy debt service obligations and make distributions to our stockholders.
Epidemics, pandemics or other public health crises, including the ongoing COVID-19 pandemic, that impact economic and market conditions, particularly in markets where our properties are located, and preventative measures taken to alleviate any
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public health crises, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity and ability to access capital markets and satisfy our debt service obligations, and make distributions to our stockholders, and may affect our ability as a net-lease real estate investment trust to acquire properties or lease properties to our tenants, who may be unable, as a result of any economic downturn occasioned by public health crises, to make rental payments when due.
The ongoing COVID-19 pandemic and restrictions intended to prevent its spread has already had a significant adverse impact on economic and market conditions in the United States and markets where our properties are located. Our restaurant tenants, as well as our tenants that operate other retail businesses, depend on in-person interactions with their customers to generate unit-level profitability. COVID-19 has decreased and may continue to decrease customers’ willingness to frequent, and mandated “shelter-in-place” or “stay-at-home” orders, density limitations and social distancing measures have prevented and may continue to prevent customers from frequenting, our tenants’ businesses, which has resulted in decreased profitability for our tenants and may continue to result in our tenants’ inability to maintain profitability and make timely rental payments to us under their leases. In connection with the business stoppages at many of our properties as a result of the COVID-19 pandemic and restrictions intended to prevent its spread, we agreed to lease concessions with certain tenants in the second quarter 2020. Whether we enter into any future lease amendments or grant any additional rent concessions or other lease-related relief will be made by our management team and board, as appropriate, based on each tenant’s unique financial and operating situation.
The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic or restrictions intended to prevent its spread. Nevertheless, the ongoing COVID-19 pandemic and restrictions intended to prevent its spread and the current financial, economic and capital markets environment and future developments in these and other areas present material risks and uncertainties with respect to our business, financial condition, results of operations, cash flows, liquidity and ability to access the capital markets and satisfy our debt service obligations and make distributions to our stockholders. Such adverse impacts could depend on, among other factors:
the financial condition and viability of tenants and our tenants’ ability or willingness to pay rent in full on a timely basis;
state, local, federal and industry-initiated efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;
our need to restructure leases with our tenants and our ability to do so on favorable terms or at all;
our ability to renew leases or re-lease available space in our properties on favorable terms or at all in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations we may incur in connection with the replacement of an existing tenant;
a severe and prolonged disruption and instability in the global financial markets may affect our or our tenants’ ability to access capital necessary to fund our respective business operations or retire, replace or renew maturing liabilities on a timely basis, on attractive terms or at all and may adversely affect the valuation of financial assets and liabilities;
a refusal or failure of one or more lenders under our revolving credit facility to fund their respective financing commitment to us;
the broader impact of the severe economic contraction due to the COVID-19 pandemic and restrictions intended to prevent its spread, the resulting increase in unemployment that has occurred and its effect on consumer behavior, and negative consequences that will occur if these trends are not timely reversed;
complete or partial shutdowns of one or more of our tenants’ facilities or distribution centers, temporary or long-term disruptions in our tenants’ supply chains from local, national and international suppliers or delays in the delivery of products, services or other materials necessary for our tenants’ operations, which could force our tenants to reduce, delay or eliminate offerings of their products and services, reduce or eliminate their revenues and liquidity and/or result in their bankruptcy or insolvency;
our and our tenants’ ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers by the COVID-19 pandemic and are not willing, available or allowed to conduct work; and
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our and our tenants’ ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed during the COVID-19 pandemic.
Moreover, to the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described under this section “Item 1A. Risk Factors”.
A significant portion of our restaurant properties are Olive Garden properties. Therefore, we are subject to risks associated with having a highly concentrated property brand base.
As of December 31, 2020, our restaurant properties include 309 Olive Garden restaurants. As a result, our success, at least in the short-term, is dependent on the continued success of the Olive Garden brand and, to a lesser extent, Darden’s other restaurant brands. We believe that building brand value is critical to increasing demand and building customer loyalty. Consequently, if market recognition or the positive perception of the Olive Garden or other Darden brands is reduced or compromised, the value associated with Olive Garden or other Darden-branded properties in our portfolio may be adversely affected.
We are dependent on the restaurant industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position or results of operations.
As the owner of properties serving the restaurant industry, we are impacted by the risks associated with the restaurant industry. Therefore, our success is to some degree dependent on the restaurant industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we and any of our tenants in the restaurant industry have no control, including the ongoing COVID-19 pandemic. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the restaurant business would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
The restaurant industry is characterized by a high degree of competition among a large number of participants. Competition is intense between national and regional restaurant chains and locally-owned restaurants in most of the markets where our properties are located. As competing properties are constructed, the lease rates we assess for our properties may be negatively impacted upon renewal or new tenant pricing events.
Our portfolio has some geographic concentration, which makes us more susceptible to adverse events in these areas.
Our properties are located throughout the United States with the highest concentrations located in the states of Texas and Florida, where 11.6% and 11.1% of our annualized base rent was derived as of December 31, 2020, respectively. An economic downturn or other adverse events or conditions such as natural disasters in these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.
We intend to continue to pursue acquisitions of additional properties and seek other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, including the cost of accessing debt or equity markets, and we may not fully realize the potential benefits of such transactions.
In 2020, we acquired 100 properties and ground leasehold interests for a total investment of $227.3 million, including capitalized transaction costs, which were added to our leasing portfolio. We intend to continue to pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities, including, but not limited to, continuing to expand our tenant base to third parties other than Darden and acquiring non-restaurant properties. Accordingly, we may often be engaged in evaluating potential transactions, potential new tenants and other strategic alternatives. In addition, from time to time, we may engage in discussions that may result in one or more transactions. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a significant amount of our management resources to such a transaction, which could negatively impact our operations. We may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the transaction is completed and in combining our operations if such a transaction is completed. In addition, properties we acquire may be leased to unrated tenants, and the tools we use to measure credit quality may not be accurate. In the event that we consummate an acquisition or strategic alternative in the future, there is no assurance that we would fully realize the potential benefits of such a transaction.
We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are
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significantly larger and have greater resources and lower costs of capital. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our Board of Directors may change our investment objectives at any time without stockholder approval. If we cannot identify and purchase a sufficient quantity of suitable properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially and adversely affected. Additionally, the fact that we must distribute 90% of our REIT taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance acquisitions and other strategic opportunities. In addition, to pursue acquisitions we may have to access debt or equity markets and if financing is not available on acceptable terms, our ability to pursue further acquisitions might be limited or curtailed.
Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.
Investments in and acquisitions of restaurant, retail and other properties we might seek to acquire entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will underperform or become insolvent. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, the incurrence of significant development costs prior to completion of the project, abandonment of development activities after expending significant resources, and exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects.
Inflation may materially and adversely affect us and our tenants.
Increased inflation could have a negative impact on variable-rate debt we currently have or that we may incur in the future. Our leases typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation on our results of operations. Because tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Increased costs may also have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us.
If we are not able to hire, or if we lose, key management personnel, we may not be able to successfully manage our business and achieve our objectives.
Our success depends in large part upon the leadership and performance of our executive management team, particularly William H. Lenehan, our President and Chief Executive Officer, and other key employees and our ability to attract other key personnel to our business. If we are unable to hire, or if we lose the services of, our executive management team or we are not able to hire or we lose other key employees, we may not be able to successfully manage our business or achieve our business objectives.
Failure by our tenants to make rental payments to us, because of a deterioration of their financial condition or otherwise, would have a material adverse effect on us.
We derive substantially all of our revenue from tenants who lease space from us at our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. At any time, our tenants may experience a downturn in their respective businesses that may significantly weaken their financial condition, particularly during periods of economic uncertainty. As a result, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of restaurants or declare bankruptcy. Any of these actions could result in the loss of rental income attributable to the terminated leases and write-downs of certain of our assets. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition.
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Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.
If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any claim we have for unpaid past rent could be substantially less than the amount owed.
The failure of any of our tenants to fulfill its maintenance obligations may have a materially adverse effect on our ability to operate and grow our business.
The failure of any of our tenants to fulfill its maintenance obligations may cause us to incur significant and unexpected expenses to remediate any resulting damage to the property. Furthermore, the failure by Darden, any other tenant or any future tenant to adequately maintain a leased property could adversely affect our ability to timely re-lease the property to a new tenant or otherwise monetize our investment in the property if we are forced to make significant repairs or changes to the property as a result of the tenant’s neglect. If we incur significant additional expenses or are delayed in being able to pursue returns on our real estate investments, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.
We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.
Our current lease agreements generally require, and new lease agreements that we enter into are expected to require, that the tenant maintain comprehensive insurance and hazard insurance or self-insure its obligations. However, we cannot assure you that we will continue to require the same levels of insurance coverage under our lease agreements, that such insurance will be available at a reasonable cost in the future or that the insurance coverage provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, may be uninsurable or not economically insurable by us or by our tenants. Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.
Properties in our leasing portfolio and the Kerrow Restaurant Operating Business are located in 46 states, and if one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose the capital invested in the damaged property as well as the anticipated future cash flows from the property. If the damaged property is subject to recourse indebtedness, we could continue to be liable for the indebtedness even if the property is irreparably damaged.
In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenue for our tenants or us. Any business interruption insurance may not fully compensate them or us for such loss of revenue. If one of our tenants experiences such a loss, it may be unable to satisfy its payment obligations to us under its lease with us.
Our tenants’ businesses and our business through the operation of Kerrow are subject to government regulations and changes in current or future laws or regulations could restrict their ability to operate both their and our business in the manner currently contemplated.
The restaurant industry is subject to extensive federal, state and local and international laws and regulations. The development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements. Our tenants and Kerrow are subject to licensing and regulation by state and local authorities relating to wages and hours, health care, health, sanitation, safety and fire standards, the sale of alcoholic beverages, and information security. Our tenants and Kerrow are also subject to,
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among other laws and regulations, laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or an insufficient or ineffective response to significant regulatory or public policy issues, could have an adverse effect on our tenants’ results of operations, which could also adversely affect our business, results of operations or financial condition as we depend on our tenants for almost the entirety of our revenue.
Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.
As an owner and operator of real property, we are subject to various federal, state and local environmental, health and safety laws and regulations. We may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any of our current or former properties at or from which there has been a release or threatened release of hazardous materials as well as other affected properties, regardless of whether we knew of or caused the contamination.
In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we or our tenants could be subject to other liabilities, including governmental penalties for violation of environmental, health and safety laws, liabilities for injuries to persons for exposure to hazardous materials, and damages to property or natural resources. Furthermore, some environmental laws can create a lien on the contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination or can restrict the manner in which a property may be used because of contamination. We also could be liable for the costs of remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to whether we comply with environmental laws in doing so.
The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell, develop or lease the real estate or to borrow using the real estate as collateral.
In addition, regulations in response to climate change could result in increased compliance and energy costs.
While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.
Our relationship with Darden may adversely affect our ability to do business with third-party restaurant operators and other tenants.
Darden is our primary tenant in our lease portfolio, and a majority of our revenues consist of rental payments from Darden. We may be viewed by third-party restaurant operators and other potential tenants or parties to sale-leaseback transactions as being closely affiliated with Darden. As these third-party restaurant operators and other potential transaction parties may compete with Darden within the restaurant industry, our perceived affiliation with Darden could make it difficult for us to attract tenants and other transaction partners beyond Darden, particularly in the restaurant industry. If we are unable to diversify our tenant and transaction partner base further beyond Darden, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.
Real estate investments are relatively illiquid and provisions in our lease agreements may adversely impact our ability to sell properties and could adversely impact the price at which we can sell the properties.
Properties in our leasing portfolio and the properties leased to Kerrow represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or other investments in real estate we may make in response to any changes in economic or other conditions may be limited. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sale price of a property will exceed the cost of our investment in that property.
In addition, the properties subject to leases with Darden provide them a right of first offer with respect to our sale of any such property, provided there is no default under the lease, and we are prohibited from selling any of our properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. The existence of these provisions in our leases with Darden, which survive for the full term of the relevant lease, could adversely impact our ability to sell any of the
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properties and could adversely impact our ability to obtain the highest possible price for any of the properties. If we seek to sell any of our properties, we would not be able to offer the properties to potential purchasers through a competitive bid process or in a similar manner designed to maximize the value obtained without first offering to sell to Darden and we would be restricted in the potential purchasers who could buy the properties, which may adversely impact our ability to sell any of the properties in a timely manner, or at all, or adversely impact the price we can obtain from such sale.
We may be subject to liabilities and costs associated with the impacts of climate change.
The potential physical impacts of climate change on our properties or operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate, including Florida, Georgia and Texas. Such impacts may result from increased frequency of natural disasters, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, rising energy and environmental costs, and changing temperatures. These impacts may adversely impact our business, results of operations and financial condition, including our or our tenants’ ability to obtain property insurance on acceptable terms. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unanticipated expenditures that materially adversely impact our cash flow.
All of our properties are required to comply with Title III of the Americans with Disabilities Act, or the ADA. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, under the law we are also legally responsible for our properties’ ADA compliance. State and local laws may also require modifications to our properties related to access by disabled persons. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected and we could be required to expend our own funds to comply with those requirements, which could have a material adverse effect on our cash flow and ability to make distributions to our security holders. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.
Our active management and operation of a restaurant business may expose us to potential liabilities beyond those traditionally associated with REITs.
In addition to our real estate investment activities, we also manage and operate the Kerrow Restaurant Operating Business, which consists of six LongHorn Steakhouse restaurants located in the San Antonio, Texas area. Managing and operating the Kerrow Restaurant Operating Business requires us to employ significantly more people than a REIT that does not operate a business of such type and scale. In addition, managing and operating an active restaurant business exposes us to potential liabilities associated with the operation of restaurants. Such potential liabilities are not typically associated with REITs and include potential liabilities for wage and hour violations, guest discrimination, food safety issues including poor food quality, food-borne illness, food tampering, food contamination, workplace injury, cyber-attacks, and violation of “dram shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third party). In the event that one or more of the potential liabilities associated with managing and operating an active restaurant business materializes, such liabilities could damage the reputation of the Kerrow Restaurant Operating Business as well as the reputation of FCPT, and could adversely affect our financial position and results of operations, possibly to a material degree.
We may be vulnerable to security breaches or cyber-attacks which could disrupt our operations and have a material adverse effect on our financial performance and operating results.
Security breaches, cyber-attacks, or disruption, of our physical or information technology infrastructure, networks and related management systems could result in, among other things, a breach of our networks and information technology infrastructure, the misappropriation of our or our tenants’ proprietary or confidential information, interruptions or malfunctions in our or our tenants’ operations, delays or interruptions to our ability to meet tenant needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records, unauthorized access to our facilities or other
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disruptions in our operations. Numerous sources can cause these types of incidents, including: physical or electronic security breaches; viruses, ransomware or other malware; hardware vulnerabilities such as Meltdown and Spectre; accident or human error by our own personnel or third parties; criminal activity or malfeasance (including by our own personnel); fraud or impersonation scams perpetrated against us or our partners or tenants; or security events impacting our third-party service providers or our partners or tenants. Our exposure to cybersecurity threats and negative consequences of cybersecurity breaches will likely increase as we store increasing amounts of tenant data.
We recognize the increasing volume of cyber-attacks and employ commercially practical efforts to provide reasonable assurance such attacks are appropriately mitigated. We may be required to expend significant financial resources to protect against or respond to such breaches. Techniques used to breach security change frequently, and are generally not recognized until launched against a target, so we may not be able to promptly detect that a security breach or unauthorized access has occurred. We also may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. As we provide assurances to our tenants that we provide a high level of security, if an actual or perceived security breach occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation. Any breaches that may occur could expose us to increased risk of lawsuits, material monetary damages, potential violations of applicable privacy and other laws, penalties and fines, harm to our reputation and increases in our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data. We cannot guarantee that any backup systems, regular data backups, security protocols, network protection mechanisms and other procedures currently in place, or that may be in place in the future, will be adequate to prevent network and service interruption, system failure, damage to one or more of our systems or data loss in the event of a security breach or attack.
In addition, the regulatory framework around data custody, data privacy and breaches varies by jurisdiction and is an evolving area of law with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the United States. We may not be able to limit our liability or damages in the event of such a loss. Data protection legislation is becoming increasingly common in the United States at both the federal and state level and may require us to further modify our data processing practices and policies. For example, the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, provides California residents with increased privacy rights and protections with respect to their personal information. Compliance with existing, proposed and recently enacted laws and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect our business and the market price of our common stock.
Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. Matters impacting our internal controls may cause us to be unable to report our financial data on a timely basis, or may cause us to restate previously issued financial data, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in the market price for our common stock and impairing our ability to raise capital.
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If our reputation or our tenants’ reputation are damaged, our business and operating results may be harmed.
Our reputation and our tenants’ reputations are important to our business. Our reputation affects our ability to access capital, acquire additional properties and recruit and retain talented employees. Our tenants’ reputations affect their ability to continue to operate profitably and make payments under their lease agreements with us on time. There are numerous ways our reputation or our tenants’ reputation could be damaged. These include unethical behavior or misconduct, workplace safety incidents, environmental impact, corporate governance issues, data breaches or human rights records. We or our tenants may experience backlash from customers, government entities, advocacy groups, employees, and other stakeholders that disagree with our operating decisions or public policy positions. The proliferation of social media may increase the likelihood, speed, and magnitude of negative events. If our or our tenants’ reputation is damaged, it could adversely affect our business, results of operations, financial condition or ability to attract the most highly qualified employees.
Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
There is an increasing focus from certain investors and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in our securities if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, tenants and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected.
Risks Related to Our Indebtedness
Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.
We have entered into a $650 million term loan and revolving credit facility providing for a $400 million term loan, $150 million of which matures on November 9, 2022, $150 million of which matures on November 9, 2023, and $100 million of which matures on March 9, 2024 and providing for a $250 million revolving credit facility with an available facility amount through November 2021, each of which are provided by a syndicate of banks and other financial institutions. As of December 31, 2020, the term loan facility is fully drawn and the undrawn revolving credit facility had $240 million remaining capacity. In addition, we have issued $350 million of senior unsecured fixed rate notes (the “Notes”). The Notes consist of $50 million of notes due in June 2024 priced at a fixed interest rate of 4.68%, $75 million of notes due in June 2027 priced at a fixed interest rate of 4.93%, $50 million of notes due in December 2026 priced at a fixed interest rate of 4.63%, $50 million of notes due in December 2028 priced at a fixed interest rate of 4.76%, $50 million of notes due in June 2029 priced at a fixed interest rate of 3.15%, and $75 million of notes due in April 2030 priced at a fixed interest rate of 3.20%. We may incur additional indebtedness in the future to refinance our existing indebtedness, to finance newly-acquired assets or for other purposes. Our governing documents do not contain any limitations on the amount of debt we may incur and we do not have a formal policy limiting the amount of debt we may incur in the future. Subject to the restrictions, if any, set forth in our debt agreements, our Board of Directors may establish and change our leverage policy at any time without stockholder approval. Any significant additional indebtedness could require a substantial portion of our cash flow to make interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our
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ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to acquire assets, finance or refinance our assets, contribute assets to joint ventures or sell assets as needed.
Moreover, our ability to obtain additional financing and satisfy our financial obligations under our indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. A worsening of credit market conditions could materially and adversely affect our ability to obtain financing on favorable terms, if at all.
We also may be unable to obtain additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under our indebtedness outstanding from time to time. Among other things, although we received an investment grade credit rating of BBB- from Fitch Ratings in January 2017, any credit rating downgrade could increase our financing costs and could limit our access to financing sources. If financing is not available when needed, or is available on unfavorable terms, we may be unable to complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could materially and adversely affect our business, financial condition and results of operations.
Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially and adversely affect our business, financial position or results of operations.
The agreements governing our indebtedness contain customary covenants that may limit our operational flexibility. The Credit Agreement (defined below) and the terms of the Notes contain customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the incurrence of debt, the incurrence of secured debt, the ability of FCPT OP and the guarantors to enter into mergers, consolidations, sales of assets and similar transactions, limitations on distributions and other restricted payments, and limitations on transactions with affiliates and customary reporting obligations.
In addition, we are required to comply with the following financial covenants: (1) total indebtedness to consolidated capitalization value not to exceed 60%; (2) mortgage-secured leverage ratio not to exceed 40%; (3) total secured recourse indebtedness not to exceed 5% of consolidated capitalization value; (4) minimum fixed charge coverage ratio of 1.50 to 1.00; (5) minimum consolidated tangible net worth; (6) maximum unencumbered leverage ratio not to exceed 60%; and (7) minimum unencumbered interest coverage ratio of 1.75 to 1.00. As of December 31, 2020, we are in compliance with our existing financial covenants.
The Credit Agreement and the terms of the Notes contain customary events of default including, without limitation, payment defaults, violation of covenants and other performance defaults, defaults on payment of indebtedness and monetary obligations, bankruptcy-related defaults, judgment defaults, REIT status default and the occurrence of certain change of control events. Breaches of certain covenants may result in defaults and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee.
Covenants that limit our operational flexibility, as well as covenant breaches or defaults under our debt instruments, could materially and adversely affect our business, financial position or results of operations, or our ability to incur additional indebtedness or refinance existing indebtedness.
An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.
If interest rates increase, so could our interest costs for any new debt and our variable rate debt obligations pursuant to the Credit Agreement. This increased cost could make the financing of any acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and consequently limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions. Furthermore, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such common stock. Thus, an increase in
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market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected.
Hedging transactions could have a negative effect on our results of operations.
We have entered into hedging transactions with respect to interest rate exposure on our term loan and we may enter into other hedging transactions, with respect to one or more of our assets or other liabilities. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for us had a hedging transaction not been used, in which case our performance would have been better had we not engaged in the hedging transaction; (2) the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, which may make it difficult for us to close out or unwind a hedging transaction; (4) the possibility that our counterparty fails to honor its obligations; and (5) the possibility that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. Our election to be subject to tax as a REIT also limits our income sources, and the hedging strategies available to us are more limited than those available to companies that are not REITs.
Uncertainty relating to the LIBOR calculation process may adversely impact us.
Certain of our existing debt instruments and other financial arrangements (including our revolving credit facility and term loan facility) provide for borrowings to be made at variable interest rates that use the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate applicable to outstanding borrowings thereunder, and we may incur additional indebtedness or enter into new financial arrangements that use LIBOR as a benchmark for establishing the interest rate for borrowing thereunder. LIBOR is the subject of recent proposals for reform. In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The cessation date for submission and publication of rates for certain tenors of LIBOR has since been extended by the ICE Benchmark Administration until mid-2023. In response to concerns regarding the future of LIBOR, the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York convened the Alternative Reference Rates Committee (“ARRC”) to identify alternatives to LIBOR. The ARRC has recommended a benchmark replacement procedures to assist issuers in continued capital market entry while safeguarding against LIBOR’s discontinuation. The initial steps in the ARRC’s recommended provision reference variations of the Secured Overnight Financing Rate (“SOFR”). Additionally, it is uncertain if applicable tenors of LIBOR will cease to exist after calendar year 2021, or whether additional reforms to LIBOR may be enacted, or whether alternative reference rates will gain market acceptance as a replacement for LIBOR. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Additionally, it is uncertain if applicable tenors of LIBOR will cease to exist after calendar year 2021, or whether additional reforms to LIBOR may be enacted, or whether alternative reference rates will gain market acceptance as a replacement for LIBOR. The potential effect of the phase-out or replacement of LIBOR on our cost of capital cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could also affect interest rates and other financing costs under our debt instruments and other financial arrangements, any of which could adversely affect our results of operations and financial condition.
Risks Related to Our Organizational Structure
Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company.
In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year after the first year for which we elect to be subject to tax and qualify as a REIT. Additionally, at least 100 persons must beneficially own our stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be subject to tax and qualify as a REIT). Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary
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or advisable to preserve our qualification as a REIT. Our charter also provides that, unless exempted by the Board of Directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders. The acquisition of less than 9.8% of our outstanding stock by an individual or entity could cause that individual or entity to own constructively in excess of 9.8% in value of our outstanding stock, and thus violate our charter’s ownership limit. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or otherwise cause us to fail to qualify as a REIT. In addition, our charter provides that (i) no person shall beneficially own shares of stock to the extent such beneficial ownership of stock would result in us failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code, and (ii) no person shall beneficially or constructively own shares of stock to the extent such beneficial or constructive ownership would cause us to own, beneficially or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of our real property. Subject to certain exceptions, rents received or accrued by us from a tenant will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of the tenant’s stock entitled to vote or 10% or more of the total value of all classes of the tenant’s stock. Any attempt to own or transfer shares of our stock in violation of these restrictions may result in the transfer being automatically void. Our charter also provides that shares of our capital stock acquired or held in excess of the ownership limit will be transferred to a trust for the benefit of a charitable beneficiary that we designate, and that any person who acquires shares of our capital stock in violation of the ownership limit will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the market price on the day the shares were transferred to the trust or the amount realized from the sale. We or our designee will have the right to purchase the shares from the trustee at this calculated price as well. A transfer of shares of our capital stock in violation of the limit may be void under certain circumstances. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.
Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.
Our charter and bylaws contain, and Maryland law contains, provisions that may deter coercive takeover practices and inadequate takeover bids and encourage prospective acquirors to negotiate with our Board of Directors, rather than to attempt a hostile takeover. Our charter and bylaws, among other things, (1) contain transfer and ownership restrictions on the percentage by number and value of outstanding shares of our stock that may be owned or acquired by any stockholders; (2) permit the Board of Directors, without further action of the stockholders, to increase or decrease the authorized number of shares, issue additional shares, classify or reclassify unissued shares, and issue and fix the terms of one or more classes or series of preferred stock, which may have rights senior to those of the common stock; (3) establish certain advance notice procedures for stockholder proposals and director nominations; and (4) provide that special meetings of stockholders may only be called by the company or upon written request of ten percent in voting power of our outstanding common stock.
Under Maryland law, any written consent of our stockholders must be unanimous. In addition, Maryland law allows a Maryland corporation with a class of equity securities registered under the Exchange Act to amend its charter without stockholder approval to effect a reverse stock split at a ratio of not more than ten shares of stock into one share of stock in any twelve-month period.
The ownership by our executive officers and directors of common stock, options or other equity awards of Darden may create, or may create the appearance of, conflicts of interest.
As a result of his former positions with Darden, Mr. Lenehan owns common stock, including restricted stock, in both Darden and FCPT. In addition, there is no restriction on our executive officers and directors acquiring Darden common stock in the future, and, therefore, this ownership of common stock of both Darden and FCPT may be significant. Equity interests in Darden may create, or appear to create, conflicts of interest when any such director or executive officer is faced with decisions
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that could benefit or affect the equity holders of Darden in ways that do not benefit or affect us in the same manner. As of December 31, 2020, no other executive officer or director of FCPT owns common stock of Darden.
Risks Related to Our Common Stock
The market price and trading volume of our common stock may be volatile and may face negative pressure including as a result of future sales or distributions of our common stock.
The market price of our common stock may be volatile in the future. In addition, the trading volume in our common shares may fluctuate and cause significant price variations to occur. It is not possible to accurately predict how investors in our common stock will behave.
Any disposition by a significant stockholder of our common stock, or the perception in the market that such dispositions could occur, may cause the price of our common stock to fall. Any such decline could impair our ability to raise capital through future sales of our common stock. Furthermore, our common stock may not qualify for investment indices, including indices specific to REITs, and any such failure may discourage new investors from investing in our common stock.
If and when additional funds are raised through the issuance of equity securities, including our common stock, our stockholders may experience significant dilution.
We cannot assure shareholders of our ability to pay dividends in the future.
Our current dividend rate is $1.27 per share per annum. We may pay a portion of our dividends in common stock. In no event will the annual dividend be less than 90% of our REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains. Our ability to pay dividends may be adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K. Dividends will be authorized by our Board of Directors and declared by us based upon a number of factors, including actual results of operations, restrictions under Maryland law or applicable debt covenants, our financial condition, our taxable income, the annual distribution requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deem relevant. We cannot assure shareholders that we will achieve investment results that will allow us to make a specified level of cash dividends or year-to-year increases in cash dividends in the future.
Furthermore, while we are required to pay dividends in order to maintain our REIT status (as described below in the risk factor “--REIT distribution requirements could adversely affect our ability to execute our business plan”), we may elect not to maintain our REIT status, in which case we would no longer be required to pay such dividends. Moreover, even if we do elect to maintain our REIT status, after completing various procedural steps, we may elect to comply with the applicable distribution requirements by distributing, under certain circumstances, a portion of the required amount in the form of shares of our common stock in lieu of cash. If we elect not to maintain our REIT status or to satisfy any required distributions in shares of common stock in lieu of cash, such action could negatively affect our business and financial condition as well as the market price of our common stock. No assurance can be given that we will pay any dividends on shares of our common stock in the future.
Risks Related to Our Taxation as a REIT
If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
We believe that we were organized and have operated and we intend to continue to operate in a manner that will enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset requirements depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we do not obtain independent appraisals. Our compliance
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with the REIT income and asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Moreover, the proper classification of one or more of our investments may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence. Accordingly, there can be no assurance that the Internal Revenue Service (the “IRS”) will not contend that our investments violate the REIT requirements.
If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax, including (for taxable years beginning before December 31, 2017) any applicable alternative minimum tax, on our taxable income at the regular corporate rate, and distributions to stockholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of, and trading prices for, our common stock. Unless entitled to relief under certain provisions of the Code, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we initially ceased to qualify as a REIT.
The rule against re-electing REIT status following a loss of such status could also apply to us if it were determined that a former subsidiary of Darden failed to qualify as a REIT for certain taxable years and we were treated as a successor to such entity for U.S. federal income tax purposes. Although Darden has represented to us that it has no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT and covenanted to use its reasonable best efforts to cure any issue with respect to the REIT status of any such predecessor entity, no assurance can be given that such representation and covenant would prevent us from failing to qualify as a REIT. If we fail to qualify as a REIT due to the REIT status of a predecessor, we would be subject to corporate income tax as described in the preceding paragraph.
We could fail to qualify as a REIT if income we receive from Darden and other tenants is not treated as qualifying income.
Under applicable provisions of the Code, we will not be treated as a REIT unless we satisfy various requirements, including requirements relating to the sources of our gross income. Rents received or accrued by us from Darden and other tenants will not be treated as qualifying rent for purposes of these requirements if our leases are not respected as true leases for U.S. federal income tax purposes and are instead treated as service contracts, joint ventures or other types of arrangements. If our leases are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.
In addition, subject to certain exceptions, rents received or accrued by us from Darden will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of Darden stock entitled to vote or 10% or more of the total value of all classes of Darden stock. Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from Darden to be treated as non-qualifying rent for purposes of the REIT gross income requirements. Nevertheless, there can be no assurance that such restrictions will be effective in ensuring that rents received or accrued by us from Darden will not be treated as qualifying rent for purposes of REIT qualification requirements.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable by non-REIT “C” corporations to certain non-corporate U.S. stockholders is currently 23.8% (taking into account the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, however, generally are not qualified dividends. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For non-corporate U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by “C” corporations. This does not adversely affect the taxation of REITs; however, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.
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REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order for us to qualify as a REIT (assuming that certain other requirements are also satisfied). To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Code.
Currently our funds from operations are generated primarily by rents paid under our lease agreements. From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Further, income must be accrued for U.S. federal income tax purposes no later than when such income is taken into account as revenue in our financial statements, subject to certain exceptions, which could also create mismatches between REIT taxable income and the receipt of cash attributable to such income. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distributions requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity or adversely impact our ability to raise short and long-term debt. Furthermore, the REIT distribution requirements may increase the financing needed to fund capital expenditures, further growth and expansion initiatives. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell. In addition, any net taxable income earned directly by our TRSs will be subject to U.S. federal, state, and local corporate-level income taxes and we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to our stockholders.
Complying with the REIT requirements may cause us to forego otherwise attractive acquisition and business opportunities or liquidate otherwise attractive investments.
To qualify as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code). The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can be represented by certain debt instruments issued by “publicly offered REITs.” If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within thirty days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forego otherwise attractive
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investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
In addition to the asset tests set forth above, to qualify as a REIT we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock. We may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.
We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions. See “Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.”
We may pay dividends on our common stock in common stock and/or cash. Our stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.
In connection with our qualification as a REIT, we are required to annually distribute to its stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. Although we do not currently intend to do so, in order to satisfy this requirement, we are permitted, subject to certain conditions and limitations, to make distributions that are in part payable in shares of our common stock. Taxable stockholders receiving such distributions will be required to report dividend income as a result of such distribution for both the cash and stock components of the distribution and even though we distributed no cash or only nominal amounts of cash to such shareholder.
If we make any taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells shares of our stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of the stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in our stock. If, in any taxable dividend payable in cash and stock, a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may be viewed as economically equivalent to a dividend reduction and put downward pressure on the market price of our stock.
The ability of our Board of Directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.
Our charter provides our Board of Directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.
Even if we qualify to be subject to tax as a REIT, we could be subject to tax on any unrealized net built-in gains in our assets held before electing to be treated as a REIT.
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Following our REIT election, we owned appreciated assets that were previously held by Darden, a C corporation, and were acquired by us in the Spin-Off in a transaction in which the adjusted tax basis of the assets in our hands was determined by reference to the adjusted basis of the assets in the hands of the C corporation. If we dispose of any such appreciated assets during the five-year period following the effective date of our REIT election, we will be subject to tax at the highest corporate tax rates on the lesser of (i) the amount of gain that we recognize at the time of the sale or disposition; and (ii) the amount of gain that we would have recognized if we had sold the assets at the time we acquired them (i.e., the effective date of our REIT election ) (such gain referred to as “built-in gains”). We would be subject to this tax liability even if we qualify and maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets we might otherwise sell during the five-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we became a REIT. The amount of tax could be significant. The same rules would apply to any assets we acquire in the future from a C corporation in a carryover basis transaction with built-in gain at the time of the acquisition by us. If we choose to dispose of any assets within the specified period, we will attempt to utilize various tax planning strategies, including Section 1031 of the Code like-kind exchanges, to mitigate the exposure to the built-in-gains tax. Gain from a sale of an asset occurring after the specified period ends will not be subject to this corporate level tax.
Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.
In connection with the acquisition of ten properties from U.S. Restaurant Properties, Inc. (“USRP”) in November 2016 and four additional properties from USRP in January 2017, in exchange for FCPT OP units, we entered into a tax protection agreement with affiliates of USRP. The tax protection agreement provides that, if we dispose of any of those 14 properties in a taxable transaction through November 2023 for the initial ten properties or January 2024 for the additional four properties, we will indemnify the USRP partners for their tax liabilities attributable to the built-in gain that existed with respect to those properties as of the time of the acquisition of those properties in November 2016 or January 2017, respectively (and tax liabilities incurred as a result of the reimbursement payment). Consequently, although it otherwise may be in our best interest to sell one of those properties, these obligations may make it prohibitive for us to do so.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
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Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Please refer to “Item 1. Business.”
Item 3. Legal Proceedings.
In the ordinary course of our business, we are party to various claims and legal proceedings that management believes are routine in nature and incidental to the operation of our business. Management believes that the outcome of these proceedings will not have a material adverse effect upon our operations, financial condition or liquidity.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
Our common stock has been listed on the New York Stock Exchange under the ticker symbol “FCPT” since November 10, 2015.
Dividends
The following table presents the characterizations for tax purposes of such common stock dividends for the year ended December 31, 2020.
Record DatePayment DateTotal Distribution
($ per share)
Form 1099
Box 1a
Ordinary Taxable Dividend
($ per share)
Form 1099
Box 1b
Qualified Taxable Dividend
($ per share)
Form 1099
Box 3
Return of Capital
($ per share)
Form 1099
Box 5
Section 199A Dividends
($ per share)
1/3/20201/15/2020$0.305 $0.2411 $— $0.0639 $0.2411 
3/31/20204/15/20200.305 0.2411 — 0.0639 0.2411 
6/30/20207/15/20200.305 0.2411 — 0.0639 0.2411 
9/30/202010/15/20200.305 0.2411 — 0.0639 0.2411 
Totals$1.2200 $0.9644 $— $0.2556 $0.9644 
We intend to pay regular quarterly dividends to our stockholders, although future distributions will be declared and paid at the discretion of the Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provision of the Code and such other factors as the Board of Directors deems relevant.
Holders
As of February 18, 2021, there were approximately 6,605 registered holders of record of our common stock.
Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Company and Affiliated Purchasers
None.
Equity Compensation Plan
For information about our equity compensation plan, please see Note 11 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.
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Performance Graph
The following performance graph compares the cumulative total shareholder return on the Company’s common stock over the last five years, based on the market price of the common stock and assuming reinvestments of dividends, with (i) the cumulative total return of the S&P 500 Index, (ii) the cumulative total return of the MSCI US REIT Index (“RMZ”) and (iii) the cumulative total return of Dow Jones Industrial Average.

fcpt-20201231_g1.jpg
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Item 6. Selected Financial Data.
The following selected historical financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018, and the related notes included elsewhere in this Annual Report on Form 10-K.
The selected historical financial information as of and for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, has been derived from our audited historical financial statements.
Year Ended December 31,
(In thousands, except per share data)20202019201820172016
Revenues$170,944 $160,233 $143,635 $133,209 $124,018 
Net income available to common shareholders (1)
$77,332 $72,616 $82,398 $71,394 $156,809 
Earnings per share:
Basic$1.08 $1.06 $1.29 $1.18 $2.75 
Diluted$1.08 $1.06 $1.28 $1.18 $2.63 
Cash dividends declared per share of common stock$1.2325 $1.1675 $1.1125 $1.0025 NA
(1)    For the year ended December 31, 2016, net income available to common shareholders includes a deferred tax benefit of $80.4 million resulting from our REIT election.
Balance Sheet Data
At December 31,
(In thousands)20202019201820172016
Real estate investments:
Land$827,502 $690,575 $569,057 $449,331 $421,941 
Buildings, equipment and improvements1,327,641 1,277,159 1,236,224 1,115,624 1,055,624 
Total real estate investments2,155,143 1,967,734 1,805,281 1,564,955 1,477,565 
Less: accumulated depreciation(657,621)(635,630)(614,584)(598,846)(583,307)
Total real estate investments, net$1,497,522 $1,332,104 $1,190,697 $966,109 $894,258 
Total assets$1,668,179 $1,446,070 $1,343,098 $1,068,659 $937,151 
Total liabilities823,678 719,329 644,134 546,391 467,034 
Total equity844,501 726,741 698,964 522,268 470,117 

Other Statistics
Year Ended December 31,
(In thousands)20202019201820172016
Cash flows provided by operating activities$91,458 $104,673 $80,883 $78,945 $70,939 
Cash flows used in investing activities(229,073)(207,353)(247,046)(80,414)(59,322)
Cash flows provided by (used in) financing activities143,596 14,521 190,034 44,197 (83,047)

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in the section entitled “Risk Factors”. These factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission. One of the most significant of such factors is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19. Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K. Any references to “FCPT,” “the Company,” “we,” “us,” or “our” refer to Four Corners Property Trust, Inc. as an independent, publicly traded, self-administered company.
Overview
We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and food-service related industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2020, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.
Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating six LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) pursuant to franchise agreements with Darden.
In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing restaurant portfolio. We expect this acquisition strategy will decrease our reliance on Darden over time. We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.
In 2020, FCPT engaged in various real estate transactions for a total investment of $227.3 million, including capitalized transaction costs. Pursuant to these transactions, we acquired an additional 100 properties and ground leaseholds, aggregating 589 thousand square feet, and representing 44 brands, including Chili’s Grill & Bar, Burger King, KFC, Buffalo Wild Wings, Starbucks, Chick-Fil-A, McDonald’s, Texas Roadhouse, and BJ’s Restaurants. The Company also acquired a plot of land for $2.4 million that it has begun to develop.
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As of December 31, 2020, our lease portfolio had the following characteristics:
799 properties located in 46 states and representing an aggregate leasable area of 5.2 million square feet;
99.6% occupancy (based on leasable square footage);
An average remaining lease term of 10.2 years (weighted by annualized base rent);
An average annual rent escalation of 1.44% through December 31, 2030 (weighted by annualized base rent)

COVID-19
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our tenants. The outbreak continues to significantly and adversely impact economic activity in many areas of the United States, including where we own properties and where our headquarters are located. Our managed restaurants and certain of our tenants have experienced and continue to experience operational challenges as a result of the COVID-19 pandemic, which has had, and we anticipate will continue to have, an impact on our and their financial condition, results of operations, liquidity and creditworthiness. The situation surrounding the COVID-19 pandemic remains fluid, and we continue to actively manage our response in collaboration with tenants, government officials and business partners and assess potential impacts to our financial position and operating results, as well as potential adverse developments to our business. For further information regarding the impact of COVID-19 on the Company, see Part II, Item 1A titled “Risk Factors.”
We have collected over 99% of our portfolio’s contractual base rent for the year ended December 31, 2020. Rent deferrals agreed to for rent owed for second quarter of 2020 were for approximately $1.0 million of contractual base rent as of June 30, 2020 and were fully repaid prior to December 31, 2020. In the third quarter of 2020, the Company agreed to rent abatements as part of lease amendments for concessions of the type described above and for lease payments due in the second quarter. These agreements for abatements represent approximately $1.6 million of rental revenue recognized in the second quarter of 2020. During the third quarter of 2020, the receivables for abatements were recorded as lease incentives and will be amortized as a reduction to revenue over the amended lease terms. The Company did not agree to any rent deferrals during the fourth quarter of 2020.
Not all tenant requests have resulted or will ultimately result in modification agreements, nor is the Company forgoing its contractual rights under its lease agreements. Rent collections, rent relief requests, and rent concessions to date may not be indicative of collections, requests, or concessions in any future period.

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Results of Operations
The results of operations for the accompanying consolidated financial statements discussed below are derived from our consolidated statements of comprehensive income (“Comprehensive Income Statement”) found elsewhere in this Annual Report on Form 10-K. The following discussion includes the results of our continuing operations as summarized in the table below.
Year Ended December 31,
(In thousands)202020192018
Revenues:
Rental$154,721 $139,682 $123,665 
Restaurant16,223 20,551 19,970 
Total revenues170,944 160,233 143,635 
Operating expenses:
General and administrative15,046 13,934 13,206 
Depreciation and amortization29,433 26,312 23,884 
Property3,508 1,579 433 
Restaurant16,082 19,632 19,014 
Total operating expenses64,069 61,457 56,537 
Interest expense(29,231)(26,516)(19,959)
Other income, net170 944 781 
Realized gain on sale, net— — 15,271 
Income tax expense(247)(265)(262)
Net income77,567 72,939 82,929 
Net income attributable to noncontrolling interest(235)(323)(531)
Net Income Available to Common Shareholders$77,332 $72,616 $82,398 
Analysis of Results of Operations
We operate in two segments, real estate operations and restaurant operations. Our real estate operations generate rental income from leases primarily with restaurant brands, which we recognize on a straight-line basis to include the effect of base rent escalators. Our restaurant operations generate restaurant revenue from operating six Longhorn Steakhouse restaurants.
In this section, we discuss the results of our operations for the year ended December 31, 2020 compared to the year ended December 31, 2019. For a discussion of the year ended December 31, 2019 compared to the year ended December 31, 2018, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019.
Real Estate Operations
Rental Revenue
Rental revenue increased $15.0 million during the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase is due to recognizing a full year of revenue in 2020 from the 97 properties acquired in 2019, and the acquisition of 100 restaurant properties and ground leaseholds in 2020. During the year ended December 31, 2020, we recognized costs paid by the lessor and reimbursed by the lessees within rental revenue of $2.3 million, compared to $0.9 million during the year ended December 31, 2019 due to the increase in the number of mall outparcel and multi-tenant property acquisitions. These amounts are also recognized in property expenses.
We recognize rental income on a straight-line basis to include the effect of base rent escalators, and free rent periods, if any. During the year ended December 31, 2020, amortization of above and below market rents, and lease incentives decreased rental revenue by $1.3 million, as compared to $0.2 million for the year ended December 31, 2019.
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General and Administrative Expense
General and administrative expense is comprised of costs associated with personnel, office rent, legal, accounting, information technology and other professional and administrative services in association with our real estate operations, our REIT structure and public company reporting requirements. General and administrative expense increased $1.1 million in the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily as a result of a $1.0 million increase in compensation and employee benefits due to increased headcount, $0.4 million increase in accounting, advisory, and recruiting professional fees, offset by a $0.2 million decrease in non-cash stock compensation expense.
Depreciation and Amortization Expense
Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization expense increased by approximately $3.2 million for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to the acquisition of 100 restaurant properties acquired in 2020, and the depreciation on 97 properties acquired in 2019 that incurred a full year of depreciation.
Property Expense
Upon adoption of ASC 842, we record all tenant expenses, both reimbursed and non-reimbursed, to property expense. We also record initial direct costs (lease negotiation and other previously capitalizable transaction expenses) as property expenses. Other property expenses consist of expenses incurred on vacant properties, abandoned deal costs, and franchise taxes. During the year ended December 31, 2020, we recorded property expenses of $3.5 million, of which $2.3 million was reimbursed by tenants. During the year ended December 31, 2019, we recorded property expenses of $1.6 million, of which $0.9 million was reimbursed by tenants. The increase in non-reimbursed property expenses relates to increases in abandoned deal costs, lease transaction costs and property-level expenses that were the responsibility of the Company rather than the tenant.
Interest Expense
We incur interest expense on our $400 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $350 million of senior unsecured fixed rate notes.
Interest expense increased by approximately $2.7 million for the year ended December 31, 2020 compared to the year ended December 31, 2019. This was primarily due to an increase of $2.6 million in interest expense on the $125 million of senior unsecured fixed rate notes issued in March 2020.
Interest expense, excluding deferred financing costs, on the $400 million of term loans and the interest rate swaps we entered into to hedge the variability associated with the term loans was $11.8 million and $12.9 million for the years ended December 31, 2020 and 2019, respectively. This interest expense includes the reclassification of other comprehensive income into interest expense. Interest expense and fees on our revolving credit facility was $1.9 million and $0.8 million, for the years ended December 31, 2020 and 2019, respectively. Amortization of deferred financing costs was $2.1 million for both the years ended December 31, 2020 and 2019.
For additional information on the Company’s debt instruments, see “Liquidity and Financial Condition” below.
Realized Gain on Sale, Net
There was no realized gain on sale, for the years ended December 31, 2020 or 2019 as the Company did not sell any assets.
Income Taxes
During the years ended December 31, 2020 and 2019, income tax expense on real estate operations was $165 thousand and $152 thousand, respectively. Income tax expense on real estate operations consists of state and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to increase.
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Restaurant Operations
Restaurant revenues decreased approximately $4.3 million in the year ended December 31, 2020 compared to the year ended December 31, 2019, due to decreased seating capacity of the restaurants as a result of the COVID-19 pandemic and restrictions intended to prevent its spread.
Total restaurant expenses decreased approximately $3.4 million in the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due a decrease in the hours of restaurant employees and cost of good sold in conjunction with the decreased seating capacity of the restaurants as a result of the COVID-19 pandemic.
During the years ended December 31, 2020 and 2019, income tax expense at the Kerrow Restaurant Operating Business was $82 thousand and $113 thousand, respectively.
Critical Accounting Policies and Estimates
The preparation of FCPT’s consolidated financial statements in conformance with accounting principles generally accepted in the United States of America requires management to make estimates on assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, and asset impairment analysis.
A summary of FCPT’s accounting policies and procedures are included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.
Real Estate Investments, Net
Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, within land, buildings and equipment, net, are amortized over the lesser of the non-cancelable lease term or the estimated useful lives of the related assets using the straight-line method. Equipment is depreciated over estimated useful lives also using the straight-line method. Real estate development and construction costs for newly constructed restaurants are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings and equipment are included in our accompanying consolidated statements of income (“Income Statement”).
Our accounting policies regarding land, buildings and equipment, including leasehold improvements, include our judgments regarding the estimated useful lives of these assets, the residual values to which the assets are depreciated or amortized, the determination of what constitutes a reasonably assured lease term, and the determination as to what constitutes enhancing the value of or increasing the life of existing assets. These judgments and estimates may produce materially different amounts of reported depreciation and amortization expense if different assumptions were used. As discussed further below, these judgments may also impact our need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized, or as our expectations of estimated future cash flows change.
Acquisition of Real Estate
The Company evaluates acquisitions to determine whether transactions should be accounted for as asset acquisitions or business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2017-01. The Company has determined the land, building, site improvements, and in-places leases (if any) of assets acquired were each single assets as the building and property improvements are attached to the land and cannot be physically removed and used separately from the land without incurring significant costs or reducing their fair value. Additionally, the Company has not acquired a substantive process used to generate outputs. As substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset and there were no processes acquired, the acquisitions do not
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qualify as businesses and are accounted for as asset acquisitions. Related transaction costs are generally capitalized and amortized over the useful lives of the acquired assets.
The Company allocates the purchase price (including acquisition and closing costs) of real estate acquisitions to land, building, and improvements based on their relative fair values, as-if-vacant, and lease intangibles (if any). In making estimates of fair values for this purpose, the Company uses a third-party specialist that obtains various information about each property, as well as the pre-acquisition due diligence of the Company and prior leasing activities at the site.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, acquired lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the asset carrying costs, including lost revenue, that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above-market and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. 
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below-market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized as an impairment loss included in depreciation and amortization expense. To date, the Company has not had significant early terminations.
Impairment of Long-Lived Assets
Land, buildings and equipment and certain other assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and changes may include macroeconomic conditions, including those caused by global pandemics, like the recent coronavirus disease pandemic (“COVID-19”) and restrictions intended to prevent its spread, which may result in property operational disruption and indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.
The judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability to sell our assets held for sale. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, significant adverse changes in these factors could cause us to realize a material impairment loss.
Exit or disposal activities include the cost of disposing of the assets and are generally expensed as incurred. Upon disposal of the assets, any gain or loss is recorded in the same caption within our Consolidated Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Consolidated Income Statements.
Rental Revenue
For those net leases that provide for periodic and determinable increases in base rent, base rental revenue is recognized on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a
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straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a deferred rent receivable.
In certain circumstances, the Company may offer tenant allowance funds in exchange for increasing rent, extending the term, and including annual sales reporting among other items. These tenant allowance funds are classified as lease incentives upon payment and are amortized as a reduction to revenue over the lease term. Lease incentives are included in Intangible lease assets, net, on our Consolidated Balance Sheets.
We assess the collectability of our lease receivables, including deferred rents receivable, on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to recover substantially all of the receivable, we derecognize the deferred rent receivable asset and record that amount as a reduction in rental revenue. If we determine the lease receivable will not be collected due to a credit concern, we reduce the recorded revenue for the period and related accounts receivable.
For those leases that provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met, the increased rental revenue is recognized as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. Prior to the adoption of ASC 842, lessor costs reimbursed by the lessee were presented on a net basis in our Consolidated Financial Statements. Subsequent to the adoption of ASC 842 on January 1, 2019, costs paid by the lessor and reimbursed by the lessees are included in variable lease payments and presented on a gross basis within rental revenue. Sales taxes collected from lessees and remitted to governmental authorities are presented on a net basis within rental revenue.
New Accounting Standards
A discussion of new accounting standards and the possible effects of these standards on our Consolidated Financial Statements is included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.
Liquidity and Financial Condition
At December 31, 2020, we had $11.1 million of cash and cash equivalents and $240 million of borrowing capacity under our revolving credit facility. The revolving credit facility provides for a letter of credit sub-limit of $25 million. As of February 18, 2021, we had $230 million of borrowing capacity under the revolving credit facility.
Debt Instruments
At December 31, 2020, our long-term debt consisted of $400 million of non-amortizing term loans, $10 million in outstanding borrowings under the revolving credit facility, and $350 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP. At December 31, 2019, our long-term debt consisted of $400 million of non-amortizing term loans, $52 million in outstanding borrowings under the revolving credit facility, and $225 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP.
Term Loan and Revolving Credit Facility
The Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017, as amended (the “Credit Agreement”), by and among the Company, FCPT OP, the Agent, the Lenders and the other agents party thereto, provides for a revolving credit facility in an aggregate principal amount of $250 million and a term loan facility in an aggregate principal amount of $400 million. The Credit Agreement has an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $250 million subject to obtaining lender commitments and other customary conditions.
The Credit Agreement provides that $150 million will mature on November 9, 2022, $150 million will mature on November 9, 2023, and $100 million will mature on March 9, 2024. The revolving credit facility portion will mature on November 9, 2021 with a one year extension option. The Company intends to exercise extension or refinance prior to maturity.
At December 31, 2020 and 2019, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 2.94% and 2.99%, respectively. At December 31, 2020 there were outstanding borrowings under the revolving
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credit facility of $10 million and no outstanding letters of credit. At December 31, 2019, there were outstanding borrowings of $52 million under the revolving credit facility and no outstanding letters of credit.
We have entered into interest rate swaps to hedge the interest rate variability associated with the Credit Agreement. On November 9, 2015, we entered into a interest rate swap with a fixed notional value of $200 million that matured on November 9, 2020, where the fixed rate paid by FCPT OP was 1.56% and the variable rate received reset monthly to the one month LIBOR rate. On July 12, 2017, we entered into a swap with a fixed notional value of $100 million, an effective date of November 9, 2018, and a maturity date of November 9, 2021, where the fixed rate paid by FCPT OP is 1.960% and the variable rate received resets monthly to the one month LIBOR rate. On July 12, 2017, we entered into a swap with a fixed notional value of $100 million, an effective date of November 9, 2020, a maturity date of November 9, 2023, where the fixed rate paid by FCPT OP is 2.302% and the variable rate received resets monthly to the one-month LIBOR rate. On August 29, 2017, we entered into a 10-year swap with a fixed notional value of $100 million for its first twelve months and $200 million for its second twelve months with an effective date of November 9, 2020, a maturity date of November 9, 2022 and where the fixed rate paid by FCPT is 2.002% and the variable rate received resets monthly to the one month LIBOR rate. On June 11, 2019, we entered into a a swap with a fixed notional value of $150 million, an effective date of November 9, 2022 and a maturity of November 9, 2024 and where the fixed rate paid by FCPT is 1.913% and the variable rate received resets monthly to the one-month LIBOR rate. On June 8, 2020 we entered into an interest rate swap with a fixed notional value of $50 million with an effective date of November 9, 2020 and a maturity date of November 9, 2025, where the fixed rate paid by the Company was 0.5025% and the variable rate received reset monthly to the one-month LIBOR rate. On June 8, 2020 we entered into an interest rate swap with a fixed notional value of $50 million to $150 million with an effective date of November 9, 2023 and a maturity date of November 9, 2025, where the fixed rate paid by the Company was 0.8205% and the variable rate received reset monthly to the one-month LIBOR rate.
These eight hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income.
Senior Fixed Rate Notes
On June 7, 2017 and December 20, 2018, FCPT OP issued $125 million and $100 million, respectively, of senior unsecured fixed rate notes (together, the “Notes”) in private placements pursuant to note purchase agreements with the various purchasers. The Notes issued on June 7, 2017 consist of $50 million of notes with a term ending in June 2024 and priced at a fixed interest rate of 4.68%, and $75 million of notes with a term ending in June 2027 and priced at a fixed interest rate of 4.93%. The Notes issued on December 20, 2018 consist of $50 million of notes with a term ending in December 2026 and priced at a fixed interest rate of 4.63% and $50 million of notes with a term ending in December 2028 and priced at a fixed interest rate of 4.76%.
On March 31, 2020, FCPT and FCPT OP entered into private placements pursuant to a note purchase agreement with various purchasers pursuant to which FCPT OP issued $125 million of senior unsecured notes comprised of (i) $75 million of notes with a ten-year term that funded on April 8, 2020 and mature on April 8, 2030, priced at a fixed interest rate of 3.20%, and (ii) $50 million of notes with a nine-year term that funded on June 9, 2020 and mature on June 9, 2029, priced at a fixed interest rate of 3.15%. During the first quarter of 2020, the Company terminated two cash flow hedges in connection with this $125 million private note offering that was entered into. The swaps were terminated on March 10, 2020 for approximately a $8.4 million loss which will be amortized over the next 10 years as interest expense.
To mitigate interest rate risk on future senior fixed note offerings, FCPT entered into two hedging agreements. On September 29, 2020, we entered into a swap with a fixed notional value of $25 million, an effective date of May 4, 2021, and a maturity date of May 1, 2031, where the fixed rate paid by FCPT OP is 0.7516% and the variable rate received resets monthly to the three-month LIBOR rate. On October 9, 2020, we entered into a swap with a fixed notional value of $25 million, an effective date of May 4, 2021, and a maturity date of May 1, 2031, where the fixed rate paid by FCPT OP is 0.8778% and the variable rate received resets monthly to the three-month LIBOR rate.
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Financing Strategy
On a short-term basis, our principal demands for funds will be for operating expenses, distributions to shareholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common shareholders, primarily through cash provided by operating activities, and, for acquisitions, investments, and other capital expenditures, from borrowings under our $250 million revolving credit facility.
We have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. On March 22, 2019, the Company amended its existing at-the-market equity program (as amended, the “ATM program”) and increased the maximum sales under ATM offerings to $210 million, thus adding an additional $160 million to the maximum sales under ATM program. The ATM program contemplates that, in addition to the issuance and sale by the Company of shares of common stock to or through the agents, the Company may enter into separate forward sale agreements with one of the agents or one of their respective affiliates (in such capacity, each, a “forward purchaser” and, collectively, the “forward purchasers”). When the Company enters into a forward sale agreement with any forward purchaser, we expect that such forward purchaser will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser's exposure under such forward sale agreement. The Company will not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.
We currently expect to fully physically settle any future forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.
During 2020, we sold 5,640,900 shares under the ATM program at a weighted-average selling price of $27.42 per share, for net proceeds of approximately $151.7 million (after issuance costs). The net proceeds were employed to fund acquisitions and for general corporate purposes. As of December 31, 2020, there was $7.1 million available for issuance under the ATM program.
On a long-term basis, our principal demands for funds include payment of dividends, financing of property acquisitions, and scheduled debt maturities. We plan to meet our long-term capital needs by issuing debt or equity securities or by obtaining asset level financing, subject to market conditions. In addition, we may issue common stock to permanently finance properties that were financed on an intermediate basis by our revolving credit facility or other indebtedness. In the future, we may also acquire properties by issuing partnership interests of FCPT OP in exchange for property owned by third parties. Our common partnership interests would be redeemable for cash or shares of our common stock, at FCPT’s election.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot be assured that we will have access to the capital markets at times and at terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the funding of tenant improvements and other capital expenditures, and debt refinancing.
Because the properties in our portfolio are generally leased to tenants under net leases, where the tenant is responsible for property operating costs and expenses, our exposure to rising property operating costs due to inflation is mitigated. Interest rates and other factors, such as occupancy, rental rate and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we currently offer leases that provide for payments of base rent with scheduled annual fixed increases.
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Impact of COVID-19 on Liquidity and Financial Condition
As a result of the short-term and potential longer term impact of COVID-19 and the actions taken to minimize its spread, we may temporarily reduce the annual rate of our annual cash dividends. We currently intend to continue paying sufficient dividends to maintain our status as a REIT.
Property rental income is our primary source of cash flow and is dependent on a number of factors, including our occupancy level and rental rates, as well as our tenants’ ability to pay rent. Our properties have historically provided us with a relatively consistent stream of cash flow that enables us to pay operating expenses, debt service and recurring capital expenditures. As discussed in more detail below, the effects of COVID-19 and the actions taken to minimize its spread have had an adverse impact on our tenants’ ability to operate and could impact their ability to pay rent to us and therefore have a significant longer term adverse impact on our cash flow and financial condition. Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales.
The Company continues to monitor the COVID-19 pandemic and its impact on our overall liquidity position and outlook. The ultimate impact COVID-19 may have on our operational and financial performance over the next 12 months is currently uncertain and will depend on certain developments, including, among others, the impact of COVID-19 on our tenants, on restaurants that we manage and the magnitude and duration of the pandemic, including its impact on social distancing rules which may impact a tenant’s ability to generate sales at sufficient levels to cover operating costs. Our ability to retain our outstanding borrowings and utilize remaining amounts available under our revolving credit facility will depend on our continued compliance with the applicable financial covenants and other terms of our credit agreements, which may be impacted by tenant store closures and failure of tenants to pay rent.
Pandemic-Related Contingencies
The ongoing COVID-19 pandemic and restrictions intended to prevent and mitigate its spread could have additional adverse effects on our business, including but not limited to:
the ability and willingness of our tenants to renew their leases upon expiration, our ability to re-lease the properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations we may incur in connection with the replacement of an existing tenant, particularly in light of the adverse impact to the financial health of many restaurant owners that has occurred and continues to occur as a result of the COVID-19 pandemic and the significant uncertainty of the conditions under which potential tenants will be able to operate in future;
macroeconomic conditions, such as a disruption of or lack of access to the capital markets and the adverse impact of the recent significant decline in our share price from prices prior to the spread of the COVID-19 pandemic;
the broader impact of the severe economic contraction due to the COVID-19 pandemic, the resulting increase in unemployment that has occurred and its effect on consumer behavior, and negative consequences that will occur if these trends are not timely reversed; and
potential reduction in our operating effectiveness as employees work remotely or if key personnel become unavailable due to illness or other personal circumstances related to COVID-19.
The COVID-19 pandemic and restrictions intended to prevent and mitigate its spread have already had a significant adverse impact on economic and market conditions around the world, including the United States and markets where our properties are located, in 2020 and could further trigger a period of sustained global and U.S. economic downturn or recession. While the rapid developments regarding the COVID-19 pandemic preclude any prediction as to its ultimate adverse impact, the current economic, political and social environment presents material risks and uncertainties with respect to our and our tenants’ business, financial condition, results of operations, cash flows, liquidity and ability to access the capital markets and satisfy debt service obligations.
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Contractual Obligations
The following table provides information with respect to our commitments as of December 31, 2020. The table does not reflect available debt or operating lease extensions.
(In millions)Less than 1 Year1 – 3 Years3 – 5 YearsMore than 5 YearsTotal
Long-term debt (1)
$10.0 $300.0 $150.0 $300.0 $760.0 
Interest payments on long-term obligations (2)
27.6 47.5 26.4 30.4 131.9 
Commitments under non-cancellable operating leases0.6 0.8 0.4 — 1.8 
Total Contractual Obligations and Commitments$38.2 $348.3 $176.8 $330.4 $893.7 
(1)    Long-term debt includes $400 million of term loans, $10 million of borrowings under the revolving credit facility, and $350 million of senior unsecured fixed rate notes.    
(2)    Interest payments computed using the all-in rate as of December 31, 2020 of 3.15% for $350 million of the term loan that is hedged; 1.44% for the $50 million of the term loan that is unhedged using the December 31, 2020 LIBOR rate; and 0.14% using the December 31 LIBOR rate for the $10 million of revolving credit facility borrowings. The payments also assume on undrawn commitment fee of 0.30% on the $198 million revolving credit facility. Interest on senior unsecured fixed rate notes is calculated at 4.68%, 4.93%, 4.63%, 4.76%, 3.15%, and 3.20% on the $50 million June 2024, $75 million June 2027, $50 million December 2026, $50 million December 2028, $50 million June 2029, and $75 million April 2023, senior unsecured fixed rate notes, respectively.
Off-Balance Sheet Arrangements
At December 31, 2020, we had no off-balance sheet arrangements.
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Supplemental Financial Measures
The following table presents a reconciliation of GAAP net income to Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) for the years ended December 31, 2020, 2019, and 2018.
Year Ended December 31,
(In thousands, except share and per share data)202020192018
Net income$77,567 $72,939 $82,929 
Depreciation and amortization29,351 26,158 22,287 
Realized gain on sales of real estate— — (15,271)
Provision for impairment— — 1,530 
Realized gain on exchange of real estate (1)
— — (228)
Funds from Operations (FFO) (as defined by NAREIT)106,918 99,097 91,247 
Straight-line rent adjustment(8,588)(9,207)(9,288)
Recognized rental revenue abated (2)
(1,568)— — 
Stock-based compensation expense3,376 3,602 3,967 
Non-cash amortization of deferred financing costs2,132 2,050 1,834 
Other non-cash interest expense (income)— (4)29 
Non-real estate investment depreciation82 154 67 
Amortization of above and below market leases, net1,296 158 64 
Adjusted Funds from Operations (AFFO)$103,648 $95,850 $87,920 
Fully diluted shares outstanding (3)
71,823,973 68,937,263 64,798,250 
FFO per diluted share$1.49 $1.44 $1.41 
AFFO per diluted share$1.44 $1.39 $1.36 
(1) Non-cash gain recognized for GAAP purposes on the transfer of nonfinancial assets related to an excess land parcel exchange.
(2) Amount represents base rent that the Company abated as a result of lease amendments. In 2020, the Company abated $1.57 million of rental revenue recognized in the second and third quarters of 2020. The receivables associated with the abatements were recognized as lease incentives and will be amortized as a reduction to rental revenue over the amended lease terms.
(3) Assumes the issuance of common shares for OP units held by non-controlling interests.
Non-GAAP Definitions
The certain non-GAAP financial measures included above management believes are helpful in understanding our business, as further described below. Our definition and calculation of non-GAAP financial measures may differ from those of other REITs and therefore may not be comparable. The non-GAAP measures should not be considered an alternative to net income as an indicator of our performance and should be considered only a supplement to net income, and to cash flows from operating, investing or financing activities as a measure of profitability and/or liquidity, computed in accordance with U.S. GAAP.
FFO is a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of property and undepreciated land and impairment write-downs of depreciable real estate, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. We also omit the tax impact of non-FFO producing activities from FFO determined in accordance with the NAREIT definition.
Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We offer this measure because we recognize that FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because
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FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. FFO is a non-GAAP measure and should not be considered a measure of liquidity including our ability to pay dividends or make distributions. In addition, our calculations of FFO are not necessarily comparable to FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors in our securities should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.
Adjusted Funds from Operations is a non-U.S. GAAP measure that is used as a supplemental operating measure specifically for comparing year-over-year ability to fund dividend distribution from operating activities. AFFO is used by us as a basis to address our ability to fund our dividend payments. We calculate AFFO by adding to or subtracting from FFO:
1.Transaction costs incurred in connection with business combinations
2.Straight-line rent revenue adjustment
3.Stock-based compensation expense
4.Non-cash amortization of deferred financing costs
5.Other non-cash interest expense (income)
6.Non-real estate investment depreciation
7.Merger, restructuring and other related costs
8.Impairment charges
9.Other non-cash revenue adjustments, including amortization of above and below market leases and lease incentives
10.Amortization of capitalized leasing costs
11.Debt extinguishment gains and losses
12.Recurring capital expenditures and tenant improvements
AFFO is not intended to represent cash flow from operations for the period, and is only intended to provide an additional measure of performance by adjusting the effect of certain items noted above included in FFO. AFFO is a widely reported measure by other REITs; however, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to other REITs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to financial market risks, especially interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and global economic and political conditions, and other factors which are beyond our control. Our operating results will depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our revolving credit facility. We consider certain risks associated with the use of variable rate debt, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.” The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities and variable-rate assets with variable-rate liabilities. As of December 31, 2020, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases).
As of December 31, 2020, $350 million of our total indebtedness consisted of senior unsecured fixed rated notes. The remaining $410 million of our total indebtedness consisted of three to five-year variable-rate obligations for which we have entered into swaps that effectively fix $350 million through November 2022. We intend to continue our practice of employing interest rate derivative contracts, such as interest rate swaps and futures, to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate changes. We do not intend to enter into derivative contracts for speculative or trading purposes. We generally intend to utilize derivative instruments to hedge interest rate risk on our liabilities and not use derivatives for other purposes, such as hedging asset-related risks. We consider certain risks associated with the use of derivative instruments, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - Hedging transactions could have a negative effect on our results of operations.”
Due to the fixed rate nature of $350 million of our indebtedness and the hedging transactions described above, a hypothetical one percentage point decline in interest rates would not have materially affected our consolidated financial position, results of operations or cash flows as of December 31, 2020.

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Item 8. Financial Statements and Supplementary Data.
Financial Statements and Supplementary Data consist of financial statements as indexed on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.
Our management, with participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020. 
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control-Integrated Framework. Based on its assessment and those criteria, our management concluded that, as of December 31, 2020 our internal control over financial reporting is effective.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Company's internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 20120 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Our discussion of federal income tax considerations in Exhibit 99.2 attached hereto, which is incorporated herein by reference, supersedes and replaces, in its entirety, the disclosure under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on October 31, 2018 (File No. 001-37538).
45


PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Owners and Management and Related Stockholder Matters.
The information required by Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 14. Principal Accounting Fees and Services.
The information required by Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
46


PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) For Financial Statements, see Index to Financial Statements on page F-1.
(b) For Exhibits, see Index to Exhibits on page E-1.
47


Item 16. Form 10-K Summary
    None.
48


FOUR CORNERS PROPERTY TRUST, INC.
INDEX TO FINANCIAL STATEMENTS


F-1


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
Four Corners Property Trust, Inc.:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Four Corners Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes and financial statement schedule III – schedule of real estate assets and accumulated depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board Accounting Standards Codification 842, Leases including effective amendments.

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
F-2


financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of Impairment of Long-Lived Assets
As discussed in Note 2 to the consolidated financial statements, the Company is required to test their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company’s long-lived assets primarily consist of the total real estate investment and the related intangible lease assets, net of accumulated depreciation and amortization, which had a balance of $1.6 billion as of December 31, 2020.
We identified the assessment of the events or changes in circumstances which indicate that the carrying amount of long-lived assets may not be recoverable as a critical audit matter. Specifically, the factors that required a higher degree of auditor judgment were the identification and evaluation of changes in market conditions including factors impacting tenant credit quality and the period of time the Company expects to own the long-lived assets. Significant adverse changes in market conditions or a decrease in the period of time the Company expects to own the long-lived asset could indicate that the carrying amount of long-lived assets may not be recoverable.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s impairment process, including controls over the identification of changes in market conditions including factors impacting tenant credit quality and the assessment of the period of time the Company expects to own long-lived assets. We evaluated the market conditions impacting the Company’s real estate investment portfolio based on our understanding of the entity and the industry by reading third party market reports. We tested the tenant’s performance of their lease obligation by evaluating the Company’s accounts receivable balance and collection of rental payments to identify any indicators of impairment related to tenant credit quality. For certain tenants, we read publicly available information including the tenant’s financial statements, analyst reports, recent public filings and news articles which may identify events or changes in circumstances that may indicate potential impairment. We examined the Company’s ability to evaluate events or changes in circumstances that may indicate potential impairment by assessing the timeliness of historically recognized impairment charges. We also read board of directors meeting minutes, inspected other internal documentation such as strategic plans and property marketing information and inquired to assess the period of time the Company expects to own the long-lived assets.

/s/ KPMG LLP
We have served as the Company’s auditor since 2015.
San Francisco, California
February 19, 2021
F-3


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
Four Corners Property Trust, Inc.:

Opinion on Internal Control Over Financial Reporting
We have audited Four Corners Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule III – schedule of real estate assets and accumulated depreciation (collectively, the consolidated financial statements), and our report dated February 19, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-4



/s/ KPMG LLP
San Francisco, California
February 19, 2021
F-5


FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
20202019
ASSETS
Real estate investments:
Land$827,502 $690,575 
Buildings, equipment and improvements1,327,641 1,277,159 
Total real estate investments2,155,143 1,967,734 
Less: Accumulated depreciation(657,621)(635,630)
Real estate investments, net1,497,522 1,332,104 
Intangible real estate assets, net96,291 57,917 
Total real estate investments and intangible real estate assets, net1,593,813 1,390,021 
Real estate held for sale2,763 
Cash and cash equivalents11,064 5,083 
Straight-line rent adjustment47,938 39,350 
Derivative assets762 1,451 
Other assets11,839 10,165 
Total Assets$1,668,179 $1,446,070 
LIABILITIES AND EQUITY
Liabilities:
Long-term debt, net of deferred financing costs$753,878 $669,940 
Dividends payable24,058 21,325 
Rent received in advance11,926 10,463 
Derivative liabilities18,717 5,005 
Other liabilities15,099 12,596 
Total liabilities823,678 719,329 
Equity:
Preferred stock, par value $0.0001 per share, 25,000,000 authorized, 0 shares issued and outstanding.
Common stock, par value $0.0001 per share; 500,000,000 shares authorized, 75,874,966 and 70,020,660 shares issued and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital840,455 686,181 
Retained earnings26,672 38,401 
Accumulated other comprehensive (loss) income(25,695)(3,539)
Noncontrolling interests3,061 5,691 
Total equity844,501 726,741 
Total Liabilities and Equity$1,668,179 $1,446,070 
The accompanying notes are an integral part of this financial statement.
F-6


FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)

Year Ended December 31,
202020192018
Revenues:
Rental$154,721 $139,682 $123,665 
Restaurant16,223 20,551 19,970 
Total revenues170,944 160,233 143,635 
Operating expenses:
General and administrative15,046 13,934 13,206 
Depreciation and amortization29,433 26,312 23,884 
Property3,508 1,579 433 
Restaurant16,082 19,632 19,014 
Total operating expenses64,069 61,457 56,537 
Interest expense(29,231)(26,516)(19,959)
Other income, net170 944 781 
Realized gain on sale, net15,271 
Income tax expense(247)(265)(262)
Net income77,567 72,939 82,929 
Net income attributable to noncontrolling interest(235)(323)(531)
Net Income Available to Common Shareholders$77,332 $72,616 $82,398 
Basic net income per share:$1.08 $1.06 $1.29 
Diluted net income per share:$1.08 $1.06 $1.28 
Weighted average number of common shares outstanding:
Basic71,312,326 68,430,841 64,041,255 
Diluted71,609,068 68,632,010 64,388,929 
Dividends declared per common share$1.2325 $1.1675 $1.1125 

The accompanying notes are an integral part of this financial statement.
F-7


FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

Year Ended December 31,
202020192018
Net income$77,567 $72,939 $82,929 
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments(26,410)(7,818)3,257 
Reclassification adjustment of derivative instruments included in net income4,170 (1,722)(2,235)
Other comprehensive (loss) income(22,240)(9,540)1,022 
Comprehensive income55,327 63,399 83,951 
Less: comprehensive income attributable to noncontrolling interest
Net income attributable to noncontrolling interest235 323 531 
Other comprehensive (loss) income attributable to noncontrolling interest(84)(45)11 
Comprehensive income attributable to noncontrolling interest151 278 542 
Comprehensive Income Attributable to Common Shareholders$55,176 $63,121 $83,409 

The accompanying notes are an integral part of this financial statement.
F-8


FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling InterestTotal
SharesAmount
Balance at December 31, 201761,329,489 $$473,685 $36,318 $4,478 $7,781 $522,268 
ASU 2017-12 Transition Adjustment— — — (467)467 — 
Net income— — 82,398 — 531 82,929 
Realized and unrealized gain on derivative instruments— — — — 1,011 11 1,022 
Equity offering, net of issuance costs4,025,000 96,324 — 96,325 
Dividends and distributions paid and declared on common stock and OP units— — — (72,231)— (456)(72,687)
ATM proceeds, net of issuance costs2,716,090 — 65,533 — — 65,533 
Stock-based compensation, net133,466 — 3,574 — — — 3,574 
Balance at December 31, 201868,204,045 639,116 46,018 5,956 7,867 698,964 
Net income— — — 72,616 — 323 72,939 
Realized and unrealized loss on derivative instruments— — — — (9,495)(45)(9,540)
Redemption of OP units5,966 — (1,068)— — (2,099)(3,167)
Dividends paid and declared on common stock— — — (80,233)— (355)(80,588)
ATM proceeds, net of issuance costs1,663,116 — 47,233 — — — 47,233 
Stock-based compensation, net147,533 — 900 — — — 900 
Balance at December 31, 201970,020,660 686,181 38,401 (3,539)5,691 726,741 
Net income— — — 77,332 — 235 77,567 
Realized and unrealized loss on derivative instruments— — — — (22,156)(84)(22,240)
Redemption of OP units90,000 — 1,720 — — (2,533)(813)
Dividends paid and declared on common stock— — — (89,061)— (248)(89,309)
ATM proceeds, net of issuance costs5,640,900 151,745 — — — 151,746 
Stock-based compensation, net123,406 — 809 — — — 809 
Balance at December 31, 202075,874,966 $$840,455 $26,672 $(25,695)$3,061 $844,501 

The accompanying notes are an integral part of this financial statement.
F-9


FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
202020192018
Cash flows - operating activities
Net income$77,567 $72,939 82,929 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization29,433 26,312 23,884 
Gain on disposal of land, building, and equipment(15,271)
Gain on exchange of non-financial assets(228)
Non-cash revenue adjustments1,296 158 64 
Amortization of financing costs2,132 2,050 1,834 
Stock-based compensation expense3,376 3,602 3,967 
Changes in assets and liabilities:
Derivative assets and liabilities(7,839)(4)29 
Straight-line rent adjustment(8,588)(9,207)(9,288)
Rent received in advance1,463 8,854 (6,686)
Intangible assets (lease incentives)(4,238)
Other assets and liabilities(3,144)(31)(351)
Net cash provided by operating activities91,458 104,673 80,883 
Cash flows - investing activities
Investments in real estate(230,533)(205,154)(268,266)
Net proceeds from sale of operating real estate21,139 
Advance deposits on acquisition of operating real estate1,460 (2,199)81 
Net cash used in investing activities(229,073)(207,353)(247,046)
Cash flows - financing activities
Net proceeds from ATM equity issuance151,746 47,233 65,533 
Net proceeds from equity offering96,325 
Proceeds from issuance of senior notes125,000 100,000 
Payment of deferred financing costs(1,194)(1,481)
Proceeds from revolving credit facility176,500 52,000 25,000 
Repayment of revolving credit facility(218,500)(25,000)
Payment of dividend to shareholders(86,328)(78,488)(69,494)
Distribution to non-controlling interests(248)(355)(456)
Redemption of non-controlling interests(813)(3,167)
Shares withheld for taxes upon vesting(2,567)(2,702)(393)
Net cash provided by financing activities143,596 14,521 190,034 
Net increase (decrease) in cash and cash equivalents, including restricted cash5,981 (88,159)23,871 
Cash and cash equivalents, including restricted cash, beginning of year5,083 93,242 69,371 
Cash and cash equivalents, including restricted cash, ending of year$11,064 $5,083 $93,242 
Supplemental disclosures:
Interest paid$23,227 $25,948 $20,218 
Taxes paid$597 $589 $470 
Operating lease payments received (lessor)$143,146 $129,699 $— 
Operating lease payments remitted (lessee)$698 $415 $— 
Non - cash investing and financing activities:
Dividends declared but not paid$24,058 $21,325 $19,580 
Change in fair value of derivative instruments$(14,401)$(9,536)$993 
The accompanying notes are an integral part of this financial statement.
F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION
Four Corners Property Trust, Inc. (together with its subsidiaries, “FCPT”) is an independent, publicly traded, self-administered company, primarily engaged in the ownership, acquisition and leasing of restaurant properties. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are the initial and substantial limited partner. Our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner.
Any references to “the Company,” “we,” “us,” or “our,” refer to FCPT as an independent, publicly traded, self-administered company.
FCPT was incorporated as a Maryland corporation on July 2, 2015 as a wholly owned indirect subsidiary of Darden Restaurants, Inc., (together with its consolidated subsidiaries “Darden”), for the purpose of owning, acquiring and leasing properties on a triple-net basis, for use in the restaurant and related food service industries. On November 9, 2015, Darden completed a spin-off of FCPT whereby Darden contributed to us 100% of the equity interest in entities that own 418 properties in which Darden operates restaurants, representing 5 of their brands, and 6 LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) along with the underlying properties or interests therein associated with the Kerrow Restaurant Operating Business. In exchange, we issued to Darden all of our common stock and paid to Darden $315.0 million in cash. Subsequently, Darden distributed all of our outstanding shares of common stock pro-rata to holders of Darden common stock whereby each Darden shareholder received one share of our common stock for every three shares of Darden common stock held at the close of business on the record date, which was November 2, 2015, as well as cash in lieu of any fractional shares of our common stock which they would have otherwise received.
We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our adjusted taxable income to our shareholders, subject to certain adjustments and excluding any net capital gain. As a REIT, we will not be subject to federal corporate income tax on that portion of net income that is distributed to our shareholders.  However, FCPT’s taxable REIT subsidiaries (“TRS”) will generally be subject to federal, state, and local income taxes. We made our REIT election upon the filing of our 2016 tax return.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements (“the Consolidated Financial Statements”) include the accounts of Four Corners Property Trust, Inc. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results for the interim periods presented. These adjustments are considered to be of a normal, recurring nature.
Use of Estimates
The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. The estimates and assumptions used in the accompanying Consolidated Financial Statements are based on management’s evaluation of the relevant facts and circumstances. Actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements, and such differences could be material.
F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Real Estate Investments, Net
Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives ranging from seven to fifty-five years using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, equipment, and improvements, net, are amortized over the lesser of the non-cancelable lease term or the estimated useful lives of the related assets using the straight-line method. Equipment is depreciated over estimated useful lives ranging from two to fifteen years also using the straight-line method. Real estate development and construction costs for newly constructed restaurants are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings and equipment are included in realized gain on sale, net in our accompanying Consolidated Statements of Income (“Income Statements”).
Our accounting policies regarding land, buildings, equipment, and improvements, include our judgments regarding the estimated useful lives of these assets, the residual values to which the assets are depreciated or amortized, the determination of what constitutes a reasonably assured lease term, and the determination as to what constitutes enhancing the value of or increasing the life of existing assets. These judgments and estimates may produce materially different amounts of reported depreciation and amortization expense if different assumptions were used. As discussed further below, these judgments may also impact our need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized, or as our expectations of estimated future cash flows change.
Acquisition of Real Estate
The Company evaluates acquisitions to determine whether transactions should be accounted for as asset acquisitions or business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2017-01. The Company has determined the land, building, site improvements, and in-places leases (if any) of assets acquired were each single assets as the building and property improvements are attached to the land and cannot be physically removed and used separately from the land without incurring significant costs or reducing their fair value. Additionally, the Company has not acquired a substantive process used to generate outputs. As substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset and there were no processes acquired, the acquisitions do not qualify as businesses and are accounted for as asset acquisitions. Related transaction costs are generally capitalized and amortized over the useful lives of the acquired assets.
The Company allocates the purchase price (including acquisition and closing costs) of real estate acquisitions to land, building, and improvements based on their relative fair values. The determination of the building fair value is on an ‘as-if-vacant’ basis. Value is allocated to acquired lease intangibles (if any) based on the costs avoided and revenue recognized by acquiring the property subject to lease and avoiding an otherwise ‘dark period’. In making estimates of fair values for this purpose, the Company uses a third-party specialist that obtains various information about each property, as well as the pre-acquisition due diligence of the Company and prior leasing activities at the site.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, acquired lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the asset carrying costs, including lost revenue, that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above-market and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. 
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below-market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the
F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
unamortized portion of any related lease intangible is immediately recognized as an impairment loss included in depreciation and amortization expense. To date, the Company has not had significant early terminations.
Finance ground lease assets are also included in intangible real estate assets, net on the Consolidated Balance Sheets. See Leases below for additional information.
Impairment of Long-Lived Assets
Land, buildings and equipment and certain other assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and changes may include macroeconomic conditions, including those caused by global pandemics, like the recent coronavirus disease pandemic (“COVID-19”) and restrictions intended to prevent its spread, which may result in property operational disruption and indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.
The judgments we make related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability to sell our assets held for sale. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, significant adverse changes in these factors could cause us to realize a material impairment loss.
Exit or disposal activities include the cost of disposing of the assets and are generally expensed as incurred. Upon disposal of the assets, any gain or loss is recorded in the same caption within our Consolidated Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Consolidated Income Statements.
During the years ended December 31, 2020 and 2019, we did 0t record provisions for impairment. During the year ended December 31, 2018, we recorded impairment expense of $1.5 million, due to the bankruptcy and court ordered termination of a lease by one tenant. These amounts are included in depreciation and amortization in the accompanying Consolidated Income Statements.
Real Estate Held for Sale
Real estate is classified as held for sale when the sale is probable, will be completed within one year, purchase agreements are executed, the buyer has a significant deposit at risk, and no financing contingencies exist which could prevent the transaction from being completed in a timely manner. Restaurant sites and certain other assets to be disposed of are included in assets held for sale when the likelihood of disposing of these assets within one year is probable. Assets whose disposal is not probable within one year remain in land, buildings, equipment and improvements until their disposal within one year is probable. Disposals of assets that have a major effect on our operations and financial results or that represent a strategic shift in our operating businesses meet the requirements to be reported as discontinued operations. Real estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell. There were 2 properties held-for-sale at December 31, 2020, which were sold for a gain prior to February 18, 2021. There was 0 real estate held for sale at December 31, 2019.
Cash, Cash Equivalents, and Restricted Cash
We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents can consist of cash and money market accounts. Restricted cash consists of 1031 exchange proceeds and is included in Other assets on our Consolidated Balance Sheets.
F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table provides a reconciliation of cash, cash equivalents, and restricted cash in our Consolidated Balance Sheets to the total amount shown in our Consolidated Statements of Cash Flows.
December 31,
(In thousands)202020192018
Cash and cash equivalents$11,064 $5,083 $92,041 
Restricted cash (included in Other assets)1,201 
Total Cash, Cash Equivalents, and Restricted Cash$11,064 $5,083 $93,242 
Long-term Debt
Long-term debt is carried at unpaid principal balance, net of deferred financing costs. All of our long-term debt is currently unsecured and interest is paid monthly on our non-amortizing term loans and revolving credit facility and semi-annually on our senior unsecured fixed rate notes.
Deferred Financing Costs
Financing costs related to long-term debt are deferred and amortized over the remaining life of the debt using the effective interest method. These costs are presented as a direct deduction from their related liabilities on the Consolidated Balance Sheets.
See Note 6 - Long-term Debt, Net of Deferred Financing Costs for additional information.
Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments as required by FASB ASC Topic 815, Derivatives and Hedging, and those utilized as economic hedges. Our use of derivative instruments is currently limited to interest rate hedges. These instruments are generally structured as hedges of the variability of cash flows related to forecasted transactions (cash flow hedges). We do not enter into derivative instruments for trading or speculative purposes, where changes in the cash flows of the derivative are not expected to offset changes in cash flows of the hedged item. All derivatives are recognized on the balance sheet at fair value. For those derivative instruments for which we intend to elect hedge accounting, at the time the derivative contract is entered into, we document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific assets and liabilities on the Consolidated Balance Sheets or to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.
To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the cash flow hedge accounting criteria in accordance with GAAP, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss), net of tax. These changes in fair value will be reclassified into earnings at the time of the forecasted transaction. Ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.
See Note 7 - Derivative Financial Instruments for additional information.
Other Assets and Liabilities
Other assets primarily consist of right of use operating lease assets, pre-acquisition costs, prepaid assets, food and beverage inventories for use by our Kerrow operating subsidiary, escrow deposits, and accounts receivable. Other liabilities primarily consist of accrued compensation, accrued interest, accrued operating expenses, intangible lease liabilities, and operating lease liabilities.
See Note 8 - Supplemental detail for certain components of the Consolidated Balance Sheets
F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Leases
Effective January 1, 2019, the Company adopted FASB Accounting Standards Codification 842, Leases, including effective amendments (“ASC 842”), using the effective date method. Consolidated Financial Statements for reporting periods beginning on or after January 1, 2019, are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported Consolidated Financial Statements and did not result in a cumulative adjustment to equity.
All significant lease arrangements are generally recognized at lease commencement. For leases where the Company is the lessee upon adoption of ASC 842, operating or finance lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.
As part of certain real estate investment transactions, the Company may enter into long-term ground leases as a lessee. The Company recognizes a ground lease (or right-of-use) asset and related lease liability for each of these ground leases. Ground lease assets and lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments.
For leases where Company is the lessor, we determine the classification upon commencement. At December 31, 2020, all such leases are classified as operating leases. These operating leases may contain both lease and non-lease components. The Company accounts for lease and non-lease components as a single component. Prior to adoption of ASC 842, lease origination fees were deferred and amortized over the related lease term as an adjustment to depreciation expense. Subsequent to the adoption of ASC 842 on January 1, 2019, the Company expenses certain initial direct costs that are not incremental in obtaining a lease.
See Note 5 - Leases for additional information.
Rent Concessions
In April 2020, the FASB issued a question-and-answer document regarding accounting for lease concessions and other effects of COVID-19. The document clarifies that entities may elect not to evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under ASC 842. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e., assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract).
During the second and third quarter of 2020, the Company agreed to lease concessions with certain tenants in response to COVID-19. These concessions resulted in a substantial increase in our rights as lessor, including receiving additional financial information, agreeing to extend the current term of the lease, enhancing the lease guarantee, or consenting to more favorable rent escalations in the future. As such, the Company accounted for these concessions as lease modifications under ASC 842. Rent deferrals agreed upon with respect to rent owed for the second quarter of 2020 were for approximately $1.0 million of contractual base rent as of June 30, 2020 and were fully repaid prior to December 31, 2020. In the third quarter of 2020, the Company agreed to rent abatements as part of lease amendments for concessions of the type described above and for lease payments due in the second quarter. These agreements for abatements represented approximately $1.6 million of rental revenue recognized in the second quarter of 2020. To date, the Company has 0t abated rent for the third or fourth quarters of 2020. During 2020, the receivables for these abatements were recorded as lease incentives in intangible real estate assets, net on our Consolidated Balance Sheets and are amortized as a reduction of revenue over the amended lease terms.
F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Revenue Recognition
Rental revenue
For those net leases that provide for periodic and determinable increases in base rent, base rental revenue is recognized on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a deferred rent receivable.
In certain circumstances, the Company may offer tenant allowance funds in exchange for increasing rent, extending the term, and including annual sales reporting among other items. These tenant allowance funds are classified as lease incentives upon payment and are amortized as a reduction to revenue over the lease term. Lease incentives are included in Intangible lease assets, net, on our Consolidated Balance Sheets. During the year ended December 31, 2020, the Company paid lease incentives of $4.2 million to tenants.
We assess the collectability of our lease receivables, including deferred rents receivable, on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to recover substantially all of the receivable, we derecognize the deferred rent receivable asset and record that amount as a reduction in rental revenue. If we determine the lease receivable will not be collected due to a credit concern, we reduce the recorded revenue for the period and related accounts receivable.
For those leases that provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met, the increased rental revenue is recognized as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. Prior to the adoption of ASC 842, lessor costs reimbursed by the lessee were presented on a net basis in our Consolidated Financial Statements. Subsequent to the adoption of ASC 842 on January 1, 2019, costs paid by the lessor and reimbursed by the lessees are included in variable lease payments and presented on a gross basis within rental revenue. Sales taxes collected from lessees and remitted to governmental authorities are presented on a net basis within rental revenue.
Restaurant revenue
Restaurant revenue represents food, beverage, and other products sold and is presented net of the following discounts: coupons, employee meals, and complimentary meals. Revenue from restaurant sales, whether received in cash or by credit card, is recognized when food and beverage products are sold. At December 31, 2020 and 2019, credit card receivables, included in other assets, totaled $68 thousand and $81 thousand, respectively. We recognize sales from our gift cards when the gift card is redeemed by the customer. Sales taxes collected from customers and remitted to governmental authorities are presented on a net basis within restaurant revenue on our Income Statements.
Restaurant Expenses
Restaurant expenses include restaurant labor, general and administrative expenses, and food and beverage costs. Food and beverage costs include inventory, warehousing, related purchasing and distribution costs. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.
Gain on Sale, Net
The Company recognizes gain (loss) on sale, net of real estate in accordance with FASB ASU No. 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The Company evaluates each transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of revenue recognition, as well as transaction price allocation.
Earnings Per Share
Basic earnings per share (“EPS”) are computed by dividing net income allocated to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. No effect is shown
F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
for any securities that are anti-dilutive. Net income allocated to common shareholders represents net income less income allocated to participating securities and non-controlling interests. None of the Company’s equity awards are participating securities.
See Note 10 - Equity for additional information.
Noncontrolling Interest
Noncontrolling interest represents the aggregate limited partnership interests in FCPT OP held by third parties. In accordance with GAAP, the noncontrolling interest of FCPT OP is shown as a component of equity on our Consolidated Balance Sheets, and the portion of income allocable to third parties is shown as net income attributable to noncontrolling interests in our Income Statements and consolidated statements of comprehensive income (“Comprehensive Income Statement”). The Company follows the guidance issued by the FASB regarding the classification and measurement of redeemable securities. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a 1-for-one basis. Accordingly, the Company has determined that the common OP units meet the requirements to be classified as permanent equity. A reconciliation of equity attributable to noncontrolling interest is disclosed in our Consolidated Statements of Changes in Equity.
See Note 10 - Equity for additional information.
Income Taxes
We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our net income. To maintain our qualification as a REIT, we are required under the Code to distribute at least 90% of our REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) to our shareholders and meet certain other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. Even if we qualify as a REIT, we are subject to certain state, local and franchise taxes. Under certain circumstances, U.S. federal income and excise taxes may be due on our undistributed taxable income.
The Kerrow Restaurant Operating Business is a TRS and is taxed as a C corporation.
We provide for federal and state income taxes currently payable as well as for those deferred because of temporary differences between reporting income and expenses for financial statement purposes versus tax purposes. Federal income tax credits are recorded as a reduction of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Interest recognized on reserves for uncertain tax positions is included in interest, net in our Consolidated Statements of Comprehensive Income. A corresponding liability for accrued interest is included as a component of other liabilities on our Consolidated Balance Sheets. Penalties, when incurred, are recognized in general and administrative expenses.
We estimate certain components of our provision for income taxes. These estimates include, among other items, depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as taxes paid on reported employee tip income, effective rates for state and local income taxes and the valuation and tax deductibility of certain other items. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available.
We base our estimates on the best available information at the time that we prepare the provision. We will generally file our annual income tax returns several months after our year end. Income tax returns are subject to audit by state and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws. The major jurisdictions in which we will file income tax returns are the U.S. federal jurisdiction and all states in the U.S. in which we own properties that have an income tax.
F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
U.S. GAAP requires that a position taken or expected to be taken in a tax return be recognized (or derecognized) in the financial statements when it is more likely than not (i.e., a likelihood of more than 50 percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We include within our current tax provision the balance of unrecognized tax benefits related to tax positions for which it is reasonably possible that the total amounts could change during the next 12 months based on the outcome of examinations.
See Note 9 - Income Taxes for additional information.
Stock-Based Compensation
The Company’s stock-based compensation plan provides for the grant of restricted stock awards (“RSAs”), deferred stock units (“DSUs”), performance-based awards including performance stock units (“PSUs”), dividend equivalents (“DEUs”), restricted stock units (“RSUs”), and other types of awards to eligible participants. DEUs are earned during the vesting period and received upon vesting of award. Upon forfeiture of an award, DEUs earned during the vesting period are also forfeited. We classify stock-based payment awards either as equity awards or liability awards based upon cash settlement options. Equity classified awards are measured based on the fair value on the date of grant. Liability classified awards are remeasured to fair value each reporting period. We recognize costs resulting from the Company’s stock-based compensation awards on a straight-line basis over their vesting periods, which range between one and five years. No compensation cost is recognized for awards for which employees do not render the requisite services.
See Note 11 - Stock-based Compensation for additional information.
Fair Value of Financial Instruments
We use a fair value approach to value certain assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 - Quoted market prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than level 1 inputs that are either directly or indirectly observable; and
Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
Application of New Accounting Standards
We consider the applicability and impact of all ASUs issued by the FASB. Other than as disclosed below, ASUs not yet adopted were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated result of operations, financial position and cash flows.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform” which provides temporary optional expedients and exceptions to the guidance in US GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). The guidance simplifies the accounting for modifying countless contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates. The guidance is effective upon issuance and generally can be applied to contract modifications or existing and new hedge relationships through December 31, 2022. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. As additional changes in the market occur, the Company will continue to evaluate the impact of the guidance and may apply other elections as applicable.
F-18


NOTE 3 – CONCENTRATION OF CREDIT RISK
Our tenant base and the restaurant brands operating our properties are highly concentrated. With respect to our tenant base, Darden leases represent approximately 66% of the scheduled base rents of the properties we own. As our revenues predominately consist of rental payments, we are dependent on Darden for a significant portion of our leasing revenues. The audited and unaudited financial statements for Darden are included in its filings with the SEC, which can be found on the SEC’s internet website at www.sec.gov. Reference to Darden’s filings with the SEC is solely for the information of investors. We do not intend this website to be an active link or to otherwise incorporate the information contained on such website (including Darden’s filings with the SEC) into this report or our other filings with the SEC.
We are also subject to concentration risk in terms of restaurant brands that occupy our properties. With 309 locations in our portfolio, Olive Garden branded restaurants comprise approximately 39% of our leased properties and approximately 49% of the revenues received under leases. Longhorn Steakhouse branded restaurants comprise approximately 14% of our leased properties and approximately 14% of the revenues received under leases. Our properties, including the Kerrow Restaurant Operating Business, are located in 46 states with lease revenue concentrations of 10% or greater in 2 states: Texas (11.6%) and Florida (11.1%).
We are exposed to credit risk with respect to cash held at various financial institutions, access to our credit facility, and amounts due or payable under our derivative contracts. At December 31, 2020, our exposure to risk related to amounts due from us on our derivative instruments totaling $18.0 million, and the counterparty to such instruments is an investment grade financial institution. Our credit risk exposure with regard to our cash deposits and the $240 million available capacity under the revolver portion of our credit facility is spread among a diversified group of investment grade financial institutions.
NOTE 4 – REAL ESTATE INVESTMENTS, NET AND INTANGIBLE ASSETS AND LIABILITIES, NET
Real Estate Investments
Real estate investments, net, which consist of land, buildings and improvements leased to others subject to net operating leases and those utilized in the operations of Kerrow Restaurant Operating Business is summarized as follows:
December 31,
(In thousands)20202019
Land$827,502 $690,575 
Buildings and improvements1,192,722 1,142,275 
Equipment134,919 134,884 
Total gross real estate investments2,155,143 1,967,734 
Less: accumulated depreciation(657,621)(635,630)
Real estate investments, net1,497,522 1,332,104 
Intangible real estate assets, net96,291 57,917 
Total Real Estate Investments and Intangible Real Estate Assets, Net$1,593,813 $1,390,021 
During the year ended December 31, 2020, the Company invested $227.3 million, including transaction costs, in 100 restaurant properties located in NaN states, and allocated the investment as follows: $129.5 million to land, $52.6 million to buildings and improvements, and $45.2 million to intangible real estate assets, including finance right-of-use assets. There was 0 contingent consideration associated with these acquisitions. These properties are 100% occupied under net leases, with a weighted average remaining lease term of 8.4 years as of December 31, 2020. The Company also acquired a plot of land for $2.4 million and incurred capitalized construction costs of $0.8 million for a seventh Longhorn Steakhouse to be operated by the Kerrow Restaurant Operating Business. During the year ended December 31, 2020, the Company did 0t sell any properties.
During the year ended December 31, 2020, the Company exercised its option to purchase 3 properties where the Company was the lessee under ground leases. These leases were previously accounted for as finance leases. These purchases resulted in an increase in land and a corresponding decrease in finance lease right-of-use assets of $6.0 million.
F-19


During the year ended December 31, 2019, the Company invested $205.2 million, including transaction costs, in 90 restaurant properties located in NaN states, and allocated the investment as follows: $121.5 million to land, $42.7 million to buildings and improvements, and $41.0 million to intangible assets, including finance right-of-use assets. There was 0 contingent consideration associated with these acquisitions. These properties were 100% occupied under net leases, with a weighted average remaining lease term of 10.0 years as of December 31, 2019. During the year ended December 31, 2019, the Company did 0t sell any properties.
Intangible Real Estate Assets and Liabilities, Net
The following tables detail intangible real estate assets and liabilities. Intangible real estate liabilities are included in Other liabilities on our Consolidated Balance Sheets. Acquired in-place lease intangibles are amortized over the remaining lease term as depreciation and amortization expense. Above-market and below-market leases are amortized over the initial term of the respective leases as an adjustment to rental revenue.
December 31,
(In thousands)20202019
Acquired in-place lease intangibles$63,848 $38,844 
Above-market leases13,821 7,754 
Lease incentives5,846 
Finance lease - right of use assets25,607 16,063 
Total109,122 62,661 
Less: accumulated amortization(12,831)(4,744)
Intangible Real Estate Assets, Net$96,291 $57,917 
December 31,
(In thousands)20202019
Below-market leases$2,978 $1,923 
Less: accumulated amortization(613)(155)
Intangible Real Estate Liabilities, Net$2,365 $1,768 
The value of acquired in-place leases amortized and included in depreciation and amortization expense was $6.3 million, and $3.1 million, and $0.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. The value of above-market and below-market leases amortized as a net adjustment to revenue was $1.1 million, $157 thousand and $62 thousand for the years ended December 31, 2020, 2019, and 2018 respectively. The value of lease incentives amortized as a decrease to revenue was $0.2 million for the year ended December 31, 2020. There was 0 amortization for lease incentives for the years ended December 31, 2019 or 2018. At December 31, 2020, the total weighted average amortization period remaining for our intangible lease assets and liabilities was 9.7 years, and the individual weighted average amortization period remaining for acquired in-place lease intangibles, above-market leases, below-market leases and lease incentives was 9.6 years, 8.0 years, 9.6 years and 14.8 years, respectively.
Based on the balance of intangible real estate assets and liabilities at December 31, 2020, the net aggregate amortization expense for the next five years and thereafter is expected to be as follows:
(In thousands)December 31, 2020
2021$9,849 
20229,296 
20237,641 
20246,719 
20255,894 
Thereafter23,229 
Total Future Amortization Expense$62,628 
F-20


NOTE 5 – LEASES
Operating Leases as Lessee
As a lessee we record right-of-use assets and lease liabilities for the two ground leases at our Kerrow Restaurant Operating Business. These ground leases have extension options, which we believe will be exercised and are included in the calculation of our lease liabilities and right-of-use assets. During the second quarter of 2020, the Company became the lessee of new corporate office space, which qualified as an operating lease at commencement. In calculating the lease obligations under both the ground leases and office lease, we used discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
Operating Lease Liability
During the year ended December 31, 2020, the Company acquired the land and lease of one of the Kerrow Restaurant Operating Businesses. The acquisition resulted in an intercompany lease which is eliminated in consolidation, and removed as an operating lease liability for financial reporting purposes. As of December 31, 2020, maturities of operating lease liabilities were as follows:
(In thousands)December 31, 2020
2021$673 
2022693 
2023705 
2024718 
2025470 
Thereafter5,381 
Total Payments8,640 
Less: Interest(2,582)
Operating Lease Liability$6,058 
The weighted-average discount rate for operating leases at December 31, 2020 was 4.09%. The weighted-average remaining lease term was 17.0 years.
Rent expense was $765 thousand, $663 thousand, and $716 thousand for the years ended December 31, 2020, 2019, and 2018, respectively.
Operating Leases as Lessor
Our leases consist primarily of single-tenant, net leases, in which the tenants are responsible for making payments to third parties for operating expenses such as property taxes, insurance, and other costs associated with the properties leased to them. In leases where costs are paid by the Company and reimbursed by lessees, such payments are considered variable lease payments and recognized in rental revenue.
The following table shows the components of rental revenue for the year ended December 31, 2020.
(In thousands)Year Ended December 31, 2020
Lease revenue - operating leases$152,393 
Variable lease revenue (tenant reimbursements)2,328 
Total Rental Revenue$154,721 
F-21


Future Minimum Lease Payments to be Received
The following table presents the scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases. The table presents future minimum lease payments due during the initial lease term only as lease renewal periods are exercisable at the option of the lessee.
(In thousands)December 31, 2020
2021$156,753 
2022158,382 
2023158,656 
2024159,132 
2025159,017 
Thereafter966,890 
Total Future Minimum Lease Payments$1,758,830 
Ground Leases as Lessee
As of December 31, 2020, the Company had finance ground lease assets aggregating $25.6 million. These assets are included in intangible real estate assets, net on the Consolidated Balance Sheets. The Company did not recognize a lease liability as no payments are due in the future under the leases. The Company’s ground lease assets have remaining terms of sixty-three years to ninety-nine years. All but two of these leases have options to extend the lease terms for additional ninety-nine years terms, and all have the option to purchase the assets once certain conditions and contingencies are met. The weighted average remaining non-cancelable lease term for the ground leases was ninety-six years at December 31, 2020.
NOTE 6 – LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
At December 31, 2020, our long-term debt consisted of $400 million in non-amortizing term loans, $10 million in outstanding borrowings under the revolving credit facility, and $350 million of senior unsecured fixed rate notes. At December 31, 2019, our long-term debt consisted of a $400 million, non-amortizing term loan, $52 million outstanding borrowings under the revolving credit facility and $225 million of senior unsecured fixed rate notes.
At December 31, 2020 and 2019, the net unamortized deferred financing costs were approximately $6.1 million and $7.1 million, respectively. The weighted average interest rate on the term loans before consideration of the interest rate hedges described below was 1.44% and 3.01% at December 31, 2020 and 2019, respectively.
During the years ended December 31, 2020, 2019 and 2018, amortization of deferred financing costs was $2.1 million, $2.0 million, and $1.8 million, respectively.
At December 31, 2020, and December 31, 2019, there was $10 million and $52 million balance outstanding under the $250 million revolving credit facility, respectively, and 0 outstanding letters of credit.
Credit Agreement
On December 13, 2018, the Company and its subsidiary, FCPT OP, entered into Amendment No. 2 to Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Facility Amendment”), which amended the existing Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017, as amended (the “Credit Agreement”), by and among the Company, FCPT OP, the Agent, the Lenders and the other agents party thereto. The $400 million Credit Facility Amendment extended the maturity date of certain of the Company's term loan facility such that $150 million, the non-extended portion of the term loan facility, will mature on November 9, 2022, $150 million will mature on November 9, 2023, and $100 million will mature on March 9, 2024. The $150 million revolving credit facility will mature on November 9, 2021 with a one year extension option. The Company intends to exercise extension or refinance prior to maturity.
The following table presents the Term Loan balances as of December 31, 2020, and 2019.
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Outstanding Balance
MaturityInterestDecember 31,
(Dollars in thousands)DateRate20202019
Term Loans:
Term Loan 2022, amended and restated October 2017 & December 2018Nov 20221.50 %(a)$150,000 $150,000 
Term Loan 2023, extended December 2018Nov 20231.40 %(a)150,000 150,000 
Term Loan 2024, extended December 2018Mar 20241.40 %(a)100,000 100,000 
Total Term Loans$400,000 $400,000 
(a) Loan is a variable‑rate loan which resets monthly at one-month LIBOR, which was 0.15%, + the applicable credit spread which was 1.25%-1.35% at December 31, 2020.
Note Purchase Agreements
The Company has entered into note purchase agreements with institutional purchasers to provide for the private placement of four series of senior unsecured fixed rate notes (“Note Purchase Agreements”) aggregating to $350 million. The following table presents the senior unsecured fixed rate notes balance as of December 31, 2020 and 2019.
Outstanding Balance
MaturityInterestDecember 31,
(Dollars in thousands)DateRate20202019
Notes Payable:
Senior unsecured fixed rate note, issued June 2017Jun 20244.68 %$50,000 $50,000 
Senior unsecured fixed rate note, issued June 2017Jun 20274.93 %75,000 75,000 
Senior unsecured fixed rate note, issued December 2018Dec 20264.63 %50,000 50,000 
Senior unsecured fixed rate note, issued December 2018Dec 20284.76 %50,000 50,000 
Senior, unsecured fixed rate note, issued March 2020Jun 20293.15 %50,000 
Senior, unsecured fixed rate note, issued March 2020Apr 20303.20 %75,000 
Total Notes$350,000 $225,000 
The Note Purchase Agreements contains customary events of default, including payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the purchasers may, among other remedies, accelerate the payment of all obligations.
The Note Purchase Agreements have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or any other jurisdiction absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. FCPT OP offered and sold the notes.
Debt Covenants
Under the terms of both the Note Purchase Agreement and Credit Agreement (the “Agreements”). FCPT acts as a guarantor to FCPT OP. The Agreements contain customary financial covenants, including a total leverage ratio, a mortgage-secured leverage ratio, a secured recourse leverage ratio, a fixed charge coverage ratio, a minimum net worth requirement, an unencumbered leverage ratio and an unencumbered interest coverage ratio status. They also contain restrictive covenants that, among other things, restrict the ability of FCPT OP, the Company and their subsidiaries to enter into transactions with affiliates, merge, consolidate, create liens or make certain restricted payments. In addition, the Agreements include provisions providing that certain of such covenants will be automatically amended in the Note Purchase Agreement to conform to certain amendments that may from time to time be implemented to corresponding covenants under the Credit Agreement. At December 31, 2020, the Company was in compliance with all debt covenants.
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NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Objective of Using Derivatives
We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in our payment of future cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.
Cash Flow Hedges of Interest Rate Risk
Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded on our Consolidated Balance Sheets in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2020, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
We have entered into interest rate swaps to hedge the variability associated with the term loans and the issuance of future unsecured senior fixed rates notes. The following table presents the swaps held as of December 31, 2020.
ProductFixed RateNotional
(in thousands)
IndexEffective DateMaturity Date
Swap1.96 %$100,000 1 mo. USD-LIBOR-BBA11/9/201811/9/2021
Swap2.30 %100,000 1 mo. USD-LIBOR-BBA11/9/202011/9/2023
Swap (1)
2.00 %100,000 1 mo. USD-LIBOR-BBA11/9/202011/9/2022
Swap1.91 %150,000 1 mo. USD-LIBOR-BBA11/9/202211/9/2024
Swap0.50 %50,000 1 mo. USD-LIBOR-BBA11/9/202011/9/2025
Swap (2)
0.82 %50,000 1 mo. USD-LIBOR-BBA11/9/202311/9/2025
Swap0.75 %25,000 3 mo. USD-LIBOR-BBA5/4/20215/1/2031
Swap0.88 %25,000 3 mo. USD-LIBOR-BBA5/4/20215/1/2031
(1) In November 2021, the notional amount of the swap increases to $200 million.
(2) In November 2024, the notional amount of the swap increases to $150 million.
For the years ended December 31, 2020, 2019, and 2018, we did not record hedge ineffectiveness in earnings.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. We estimate that during 2021 an additional $6.9 million (unaudited) will be reclassified to earnings as an increase to interest expense.
As of December 31, 2020, we had 4 interest rate swaps outstanding with current notionals of $350 million that were designated as cash flow hedges of interest rate risk.
Non-designated Hedges
We do not use derivatives for trading or speculative purposes. During the years ended December 31, 2020 and 2019, we did not have any derivatives that were not designated as cash flow hedges for accounting purposes.
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Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets
The table below presents the fair value of our derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2020 and 2019.
Derivative AssetsDerivative Liabilities
Balance Sheet LocationFair Value at December 31,Balance Sheet LocationFair Value at December 31,
(Dollars in thousands)2020201920202019
Derivatives designated as hedging instruments:
Interest rate swapsDerivative assets$762 $1,451 Derivative liabilities$18,717 $5,005 
Total$762 $1,451 $18,717 $5,005 
Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income
The table below presents the effect of our interest rate swaps on the Comprehensive Income Statement for the years ending December 31, 2020, 2019, and 2018.
(Dollars in thousands)Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amounts Excluded from Effectiveness Testing)Total Amount of Interest Expense Presented in the Consolidated Income Statements
Interest rate swaps
Year Ended
December 31, 2020
$(26,410)Interest expense$4,170 Interest expense$29,231 
Year Ended
December 31, 2019
(7,818)Interest expense(1,722)Interest expense26,516 
Year Ended
December 31, 2018
3,257 Interest expense(2,235)Interest expense19,959 
Tabular Disclosure Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of December 31, 2020 and 2019. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value which provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets.
Offsetting of Derivative Assets
Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetsNet Amounts of Assets Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheets
(In thousands)Financial InstrumentsCash Collateral ReceivedNet Amount
December 31, 2020$762 $$762 $(634)$$128 
December 31, 20191,451 1,451 (1,451)
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Offsetting of Derivative Liabilities
Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Consolidated Balance SheetsNet Amounts of Liabilities Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheets
(In thousands)Financial InstrumentsCash Collateral PostedNet Amount
December 31, 2020$18,717 $$18,717 $(634)$$18,083 
December 31, 20195,005 5,005 (1,451)3,554 
Credit-risk-related Contingent Features
The agreement with our derivative counterparties provides that if we default on any of our indebtedness, including default for which repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.
At December 31, 2020 the fair value of derivative in a net liability position related to these agreements was approximately $18.0 million and at December 31, 2019 the fair value of the derivative in a net asset position related to these agreements was $3.6 million. As of December 31, 2020, we have not posted any collateral related to these agreements. If we or our counterparty had breached any of these provisions at December 31, 2020, we could have been required to settle our obligations under the agreements at their termination value of approximately $18.0 million.
NOTE 8 – SUPPLEMENTAL DETAIL FOR CERTAIN COMPONENTS OF CONSOLIDATED BALANCE SHEETS
Other Assets
The components of Other assets were as follows:
December 31,
(In thousands)20202019
Prepaid acquisition costs and deposits$3,159 $4,219 
Operating lease right-of-use asset5,397 3,810 
Prepaid assets1,134 845 
Accounts receivable1,035 380 
Inventories183 196 
Other931 715 
Total Other Assets$11,839 $10,165 
Other Liabilities
The components of Other liabilities were as follows:
December 31,
(In thousands)20202019
Operating lease liability$6,058 $4,403 
Intangible real estate liabilities, net2,365 1,768 
Accrued compensation2,005 1,913 
Accrued interest expense1,597 1,572 
Accounts payable376 799 
Accrued operating expenses223 396 
Other2,475 1,745 
Total Other Liabilities$15,099 $12,596 
F-26


NOTE 9 – INCOME TAXES
The income tax expense was composed as follows:
Year Ended December 31,
(In thousands)202020192018
Current:
Federal$(3)$$
Current state and local250 262 262 
Total current247 265 262 
Deferred:
Federal deferred
State deferred
Total deferred
Total Income Tax Expense$247 $265 $262 
The following table is a reconciliation of the U.S. statutory income tax rate to the effective income tax rate included in the accompanying Consolidated Income Statements:
Year Ended December 31,
202020192018
U.S. statutory rate21.0 %21.0 %21.0 %
Current benefit(21.2)(21.0)(21.0)
State and local income taxes, net of federal tax benefits0.3 0.8 0.7 
Benefit of federal income tax credits
Valuation allowance0.2 
Permanent differences
Effective Income Tax Rate0.3 %0.8 %0.7 %
In December 2017, the Tax Cuts and Jobs Act lowered the federal corporate income tax rate to 21% effective for taxable years after December 31, 2017. Due to FCPT’s REIT status, we did not recognize a significant impact to our reported results resulting from this change.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes, as well as operating loss and tax credit carryforwards. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Based on an assessment of all factors, including historical losses of the Kerrow Restaurants Operating Business, it was determined that full valuation allowances were required on the net deferred tax assets as of December 31, 2020. Changes in estimates of deferred tax asset realizability are included in Income tax expense in the Consolidated Income Statements.
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The tax effects of temporary differences that gave rise to deferred tax assets and liabilities were as follows:
December 31,
(In thousands)202020192018
Compensation and employee benefits$32 $40 $37 
Charitable contribution and credit carryforwards816 636 484 
Net operating losses145 
Lease payable133 139 148 
UNICAP12 13 12 
Gross deferred tax assets1,138 828 681 
Prepaid expenses(28)(25)(24)
Straight-line rent
Buildings and equipment (1)
(285)(275)(284)
Gross deferred tax liabilities(313)(300)(308)
Valuation allowance(825)(528)(373)
Net Deferred Tax Assets (Liabilities)$$$
(1)    These buildings and equipment in 2020, 2019 and 2018 relate to the Kerrow Restaurant Operating Business.
NOTE 10 – EQUITY
Preferred Stock
At December 31, 2020, the Company was authorized to issue 25,000,000 shares of $0.0001 par value per share of preferred stock. There were 0 shares issued and outstanding at December 31, 2020 or December 31, 2019.
Common Stock
At December 31, 2020, the Company was authorized to issue 500,000,000 shares of $0.0001 par value per share of common stock. Each holder of common stock is entitled to vote on all matters and is entitled to 1 vote for each share held.
In March 2020, we declared a dividend of $0.3050 per share, which was paid in April 2020 to common shareholders of record as of March 31, 2020. In May 2020, we declared a dividend of $0.3050 per share, which was paid in July 2020 to common shareholders of record as of June 30, 2020. In September 2020, we declared a dividend of $0.3050 per share, which was paid in October 2020 to common shareholders of record as of September 30, 2020. In November 2020 we declared a dividend of $0.3175 per share, which was payable on January 15, 2021 to common shareholders of record as of January 4, 2021.
As of December 31, 2020, there were 75,874,966 shares of the Company's common stock issued and outstanding.
Common Stock Issuance Under the At-The-Market Program
In December 2016, the Company entered into an “At-the-Market” (“ATM”) equity issuance program under which the Company may, at its discretion, issue and sell its common stock with a sales value of up to a maximum of $150.0 million through ATM offerings on the New York Stock Exchange through broker-dealers. During the year ended December 31, 2016, we sold 32,513 shares under the ATM program at a weighted-average selling price of $20.01 per share, for net proceeds of approximately $640 thousand (after issuance costs). During the year ended December 31, 2017, we sold 1,347,010 shares under the ATM program at a weighted-average selling price of $24.35 per share, for net proceeds of approximately $32.1 million (after issuance costs). During the year ended December 31, 2018, we sold 2,716,090 shares under the ATM program at a weighted-average selling price of $24.68 per share, for net proceeds of approximately $65.5 million (after issuance costs).
On March 22, 2019, the Company amended its ATM program and increased the maximum sales under ATM offerings to $210.0 million, thus adding an additional $160.0 million to the maximum sales under ATM offerings. In connection with the amended ATM program, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock
F-28


under the amended ATM program. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date. During the year ended December 31, 2019, the Company executed and settled a forward sale agreement with a financial institution acting as forward purchaser under the ATM program to sell 1,603,478 shares of common stock at a sales price of $29.30 per share before sales commissions and offering expenses.
During the year ended December 31, 2020, we sold 5,640,900 shares under the amended ATM program at a weighted-average selling price of $27.42 per share, for net proceeds of approximately $151.7 million (after issuance costs). At December 31, 2020, there was $7.1 million available for issuance under the ATM program.
Noncontrolling Interest
At December 31, 2020, there were 159,392 FCPT OP units (“OP units”) outstanding held by third parties. During the year ended December 31, 2020, FCPT OP did not issue any OP units for consideration in real estate transactions. Generally, OP Units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a 1-for-one basis. Prior to the redemption of units, the limited partners participate in net income allocations and distributions in a manner equivalent to the common stock holders. The redemption value of outstanding non-controlling interest OP units was $4.7 million, $7.9 million, and $10.8 million as of December 31, 2020, 2019, and 2018, respectively.
As of December 31, 2020, FCPT is the owner of approximately 99.79% of FCPT’s OP units. The remaining 0.21%, or 159,392, of FCPT’s OP units are held by unaffiliated limited partners. For the year ended December 31, 2020, FCPT OP distributed $248 thousand to limited partners and settled redemptions of 130,000 OP units: 40,000 OP units for cash, at a weighted average price per unit of $20.30 for $0.8 million; and 90,000 OP units for shares of common stock.
Earnings Per Share
The following table presents the computation of basic and diluted net earnings per common share for the years ended December 31, 2020, 2019, and 2018.
Year Ended December 31,
(In thousands except share and per share data)202020192018
Average common shares outstanding – basic71,312,326 68,430,841 64,041,255 
Effect of dilutive stock based compensation296,742 201,169 347,674 
Average common shares outstanding – diluted71,609,068 68,632,010 64,388,929 
Net income$77,567 $72,939 $82,929 
Basic net earnings per share$1.08 $1.06 $1.29 
Diluted net earnings per share$1.08 $1.06 $1.28 
For the years ended December 31, 2020, 2019, and 2018, the number of outstanding equity awards that were anti-dilutive totaled 154,915, 324,246, and 176,945, respectively. Exchangeable OP units have been omitted from the denominator for the purpose of computing diluted earnings per share since FCPT OP, at its option, may satisfy a redemption with cash or by exchanging non-registered shares of FCPT common stock. The weighted average exchangeable OP units outstanding for the year ended December 31, 2020, 2019, and 2018, totaled 214,905, 289,392, and 305,253, respectively.
NOTE 11 – STOCK-BASED COMPENSATION
On October 20, 2015, the Board of Directors of FCPT adopted, and FCPT’s sole shareholder, Rare Hospitality International, Inc., approved, the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Plan”). The Plan provides for the grant of awards of nonqualified stock options, stock appreciation rights, RSAs, RSUs, DSUs, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, and cash bonus awards (each, an “Award” and collectively, the “Awards”) to eligible participants. Subject to adjustment, the maximum number of shares of stock reserved for issuance under the Plan is equal to 2,100,000 shares.
F-29


At December 31, 2020, 779,390 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Incentive Plan totaled $4.6 million at December 31, 2020 as shown in the following table.
Equity Compensation Costs by Award Type
(In thousands)Restricted Stock UnitsRestricted Stock AwardsPerformance Stock UnitsTotal
Unrecognized compensation cost at January 1, 2020$1,290 $1,427 $406 $3,123 
Equity grants1,423 1,548 1,976 4,947 
Equity grant forfeitures(74)(1)(75)
Equity compensation expense(958)(1,379)(1,039)(3,376)
Unrecognized Compensation Cost at December 31, 2020$1,755 $1,522 $1,342 $4,619 
At December 31, 2020, the weighted average amortization period remaining for all of our equity awards was 2.2 years.
Restricted Stock Units
RSUs are granted at a value equal to the five-day average closing market price of our common stock on the date of grant and are settled in stock at the end of their vesting periods, which range between one and three years, at the then market price of our common stock.
The following table summarizes the activities related to RSUs for the years ended December 31, 2020, 2019, and 2018.
Year Ended December 31,
202020192018
UnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period91,473 $26.00 33,592 $22.88 64,983 $23.34 
Units granted56,629 $25.12 67,368 $27.17 17,896 $23.19 
Units vested(10,517)$28.53 (9,487)$23.19 (49,287)$23.60 
Units forfeited$$
Outstanding at End of Period137,585 $25.45 91,473 $26.00 33,592 $22.88 
Expenses related to RSUs were $958 thousand, $732 thousand, and $750 thousand for the years ended December 31, 2020, 2019, and 2018, respectively. Remaining unrecognized compensation cost related to RSU will be recognized over a weighted average period of less than five years. Restrictions on shares of restricted stock outstanding lapse through 2025. The Company expects all RSUs to vest.
F-30


Restricted Stock Awards
The following table summarizes the activities related to RSAs for the years ended December 31, 2020, 2019, and 2018,.
Year Ended December 31,
202020192018
 UnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Outstanding at beginning of period101,267 $24.83 100,402 $21.76 81,909 $19.40 
Units granted54,124 $28.60 69,547 $26.60 67,845 $23.76 
Units vested(50,944)$24.73 (67,621)$22.08 (47,292)$20.45 
Units forfeited(2,092)$27.10 (1,061)$25.16 (2,060)$23.87 
Outstanding at End of Period102,355 $27.16 101,267 $24.83 100,402 $21.76 
Expenses related to RSAs were $1.4 million, $1.7 million, and $1.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. The remaining unrecognized compensation cost will be recognized over a weighted average period of less than three years. Restrictions on shares of RSAs outstanding lapse through 2023. The Company expects all RSAs to vest.
Performance-Based Restricted Stock Awards
During the years ended December 31, 2020, 2019, and 2018, there were 66,474, 69,730, and 68,490 PSUs as well as dividend equivalent rights granted under the Plan, respectively. The performance period of these grants runs from January 1, 2018 through December 31, 2020, January 1, 2019 through December 31, 2021, and from January 1, 2020 through December 31, 2022, respectively. Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 200%. The percentage range is based on the attainment of a total shareholder return of the Company compared to certain specified peer groups of companies during the performance period. The fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.
During the years ended December 31, 2020, 2019, and 2018, PSUs were granted at a weighted average fair value of $29.73, $26.57, and $23.64 per unit, respectively. During the year ended December 31, 2020, 63,538 PSUs vested at 200%, resulting in the issuance of 127,076 shares. There were 1,628 target number of PSUs forfeited due to employee departures during the year ended December 31, 2020. The Company expects all PSUs to vest.
The grant date fair values of PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total shareholder return over three years from the grant date. For the 2020 PSU grant, the Company used an implied volatility assumption of 17.4% (based on historical volatility), and the risk free rate of 2.5% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs). For the 2019 PSU grant, the Company used an implied volatility assumption of 20.6% (based on historical volatility), risk free rates of 2.60% (the three-year Treasury rates on the grant dates), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs). For the 2018 PSU grant, the Company used an implied volatility assumption of 20.4% (based on historical volatility), risk free rates of 2.20%, 2.26%, and 2.33% (the one-year Treasury rates on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs).
Expenses related to PSUs were $1.0 million, 1.2 million and $1.9 million for the year ended December 31, 2020, 2019, and 2018, respectively.
F-31


NOTE 12 – FAIR VALUE MEASUREMENTS
The carrying amounts of certain of the Company’s financial instruments including cash equivalents, accounts receivable, accounts payable, accrued liabilities, and derivative financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates.
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate hierarchy disclosures each reporting period. The following table presents the derivative assets recorded that are reported at fair value on our Consolidated Balance Sheets on a recurring basis.
Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis
(In thousands)Level 1Level 2Level 3Total
Derivative Assets
December 31, 2020$$762 $$762 
December 31, 20191,451 1,451 
Derivative Liabilities
December 31, 2020$$18,717 $$18,717 
December 31, 20195,005 5,005 
Derivative Financial Instruments
Currently, we use interest rate swaps to manage our interest rate risk associated with our note payable. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
The fair values of interest rate options will be determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to our derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held as of December 31, 2020 were classified as Level 2 of the fair value hierarchy.
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The following table presents the carrying value and fair value of certain financial liabilities that are recorded on our Consolidated Balance Sheets.
Fair Value of Certain Financial Liabilities
December 31, 2020
(In thousands)Carrying ValueFair Value
Liabilities (1)
Term loan due 2022$150,000 $150,992 
Term loan due 2023150,000 150,980 
Term loan due 2024100,000 100,740 
Senior note due June 202450,000 55,802 
Senior note due June 202775,000 89,547 
Senior note due June 202650,000 58,694 
Senior note due June 202850,000 60,394 
Senior note due June 202950,000 54,995 
Senior note due April 203075,000 82,238 
Outstanding Revolver Borrowings10,000 10,069 
(1) Term loan and senior note liabilities exclude deferred financing costs
December 31, 2019
(In thousands)Carrying ValueFair Value
Liabilities (1)
Term loan due 2022$150,000 $150,834 
Term loan due 2023150,000 150,510 
Term loan due 2024100,000 100,352 
Senior note due June 202450,000 52,496 
Senior note due June 202775,000 81,176 
Senior note due June 202650,000 52,946 
Senior note due June 202850,000 53,902 
Outstanding Revolver Borrowings52,000 52,301 
(1) Term loan and senior note liabilities exclude deferred financing costs
The fair value of the Notes payable (Level 2) is determined using the present value of the contractual cash flows, discounted at the current market cost of debt.
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Litigation
We are subject to private lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employee wage and hour claims and others related to operational issues common to the restaurant industry. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the lawsuits, proceedings or claims. While the resolution of a lawsuit, proceeding or claim may have an impact on our financial results for the period in which it is resolved, we believe that the maximum liability related to probable lawsuits, proceedings and claims in which we are currently involved, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or liquidity.
F-33


NOTE 14 – SEGMENTS
During 2020, 2019, and 2018, we operated in 2 segments: real estate operations and restaurant operations. Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed. The accounting policies of the reportable segments are the same as those described in Note 2 - Summary of Significant Accounting Policies.
The following tables present financial information by segment for the years ended December 31, 2020, 2019, and 2018.
For the Year Ended December 31, 2020
(In thousands)Real Estate OperationsRestaurant OperationsIntercompanyTotal
Revenues:
Rental$154,721 $— $154,721 
Intercompany rental546 (546)— 
Restaurant16,223 — 16,223 
Total revenues155,267 16,223 (546)170,944 
Operating expenses:
General and administrative15,046 15,046 
Depreciation and amortization28,944 489 29,433 
Property3,508 3,508 
Restaurant16,628 (546)16,082 
Total operating expenses47,498 17,117 (546)64,069 
Interest expense(29,231)(29,231)
Other income, net170 170 
Realized gain on sale, net
Income tax expense(165)(82)(247)
Net Income (Loss)$78,543 $(976)$$77,567 
For the Year Ended December 31, 2019
(In thousands)Real Estate OperationsRestaurant OperationsIntercompanyTotal
Revenues:
Rental$139,682 $$— $139,682 
Intercompany rental410 (410)— 
Restaurant20,551 — 20,551 
Total revenues140,092 20,551 (410)160,233 
Operating expenses:
General and administrative13,934 13,934 
Depreciation and amortization25,780 532 26,312 
Property1,579 1,579 
Restaurant20,042 (410)19,632 
Total operating expenses41,293 20,574 (410)61,457 
Interest expense(26,516)(26,516)
Other income, net944 944 
Realized gain on sale, net
Income tax expense(152)(113)(265)
Net Income (Loss)$73,075 $(136)$$72,939 
F-34


For the Year Ended December 31, 2018
(In thousands)Real Estate OperationsRestaurant OperationsIntercompanyTotal
Revenues:
Rental$123,665 $$— $123,665 
Intercompany rental401 — (401)— 
Restaurant19,970 — 19,970 
Total revenues124,066 19,970 (401)143,635 
Operating expenses:
General and administrative13,206 13,206 
Depreciation and amortization23,373 511 23,884 
Property433 433 
Restaurant19,415 (401)19,014 
Total operating expenses37,012 19,926 (401)56,537 
Interest expense(19,959)(19,959)
Other income, net781 781 
Realized gain on sale, net15,271 15,271 
Income tax expense(156)(106)(262)
Net Income (Loss)$82,991 $(62)$$82,929 
The following table presents supplemental information by segment at December 31, 2020 and 2019.
December 31, 2020
(In thousands)Real Estate OperationsRestaurant OperationsTotal
Total real estate investments$2,138,466 $16,677 $2,155,143 
Accumulated depreciation(652,070)(5,551)(657,621)
Total real estate investments, net1,486,396 11,126 1,497,522 
Cash and cash equivalents10,517 547 11,064 
Total assets1,651,878 16,301 1,668,179 
Long-term debt, net of deferred financing costs753,878 753,878 
December 31, 2019
(In thousands)Real Estate OperationsRestaurant OperationsTotal
Total real estate investments$1,952,855 $14,879 $1,967,734 
Accumulated depreciation(630,250)(5,380)(635,630)
Total real estate investments, net1,322,605 9,499 1,332,104 
Cash and cash equivalents4,032 1,051 5,083 
Total assets1,431,003 15,067 1,446,070 
Long-term debt, net of deferred financing costs669,940 669,940 
NOTE 15 – SUBSEQUENT EVENTS
In the first quarter through February 18, 2021, the Company invested $6.6 million, net of transaction costs, in acquisitions of 3 restaurant and retail properties located in 2 states. These properties are 100% occupied under net leases. The Company funded the acquisitions using the revolving credit facility and cash on hand. The Company anticipates accounting for these acquisitions as asset acquisitions in accordance with GAAP.
F-35


In February 2020, the Company completed the sales of 2 real estate properties held-for-sale at December 31, 2020. The properties were sold at a price above the carrying value.
There were no material contingent liabilities associated with these transactions at December 31, 2020.
NOTE 16 – SELECTED QUARTERLY FINANCIAL DATA
(In thousands, except per share amounts)January 1, 2020 - March 31, 2020April 1, 2020 - June 30, 2020July 1, 2020 - September 30, 2020October 1, 2020 - December 31, 2020
Revenues:
Rental$37,725 $38,034 $38,871 $40,091 
Restaurant4,704 2,895 4,097 4,527 
Total revenues42,429 40,929 42,968 44,618 
Operating expenses:
General and administrative3,842 3,719 3,741 3,744 
Depreciation and amortization7,054 7,093 7,523 7,763 
Property expenses635 1,066 838 969 
Restaurant expense4,502 3,310 3,987 4,283 
Total operating expenses16,033 15,188 16,089 16,759 
Interest expense(7,003)(7,319)(7,410)(7,499)
Other income162 
Realized gain on sale, net
Income tax expense$(61)$(64)$(67)$(55)
Net Income$19,336 $18,520 $19,404 $20,307 
Earnings per share:
Basic$0.28 $0.26 $0.27 $0.27 
Diluted0.27 0.26 0.27 0.27 
Distributions declared per share$0.3050 $0.3050 $0.3050 $0.3175 
F-36


(In thousands, except per share amounts)January 1, 2019 - March 31, 2019April 1, 2019 - June 30, 2019July 1, 2019 - September 30, 2019October 1, 2019 - December 31, 2019
Revenues:
Rental$34,208 $34,415 $35,209 $35,850 
Restaurant5,393 5,153 4,974 5,031 
Total revenues39,601 39,568 40,183 40,881 
Operating expenses:
General and administrative3,946 3,431 3,389 3,168 
Depreciation and amortization6,361 6,518 6,653 6,780 
Property expense308 417 346 508 
Restaurant expense4,983 4,954 4,805 4,890 
Total operating expenses15,598 15,320 15,193 15,346 
Interest expense(6,747)(6,557)(6,665)(6,547)
Other income413 306 153 72 
Realized gain on sale, net
Income tax expense(68)(61)(69)(67)
Net Income$17,601 $17,936 $18,409 $18,993 
Earnings per share:
Basic$0.26 $0.26 $0.27 $0.27 
Diluted0.26 0.26 0.27 0.27 
Distributions declared per share$0.2875 $0.2875 $0.2875 $0.3050 
(In thousands, except per share amounts)January 1, 2018 - March 31, 2018April 1, 2018 - June 30, 2018July 1, 2018 - September 30, 2018October 1, 2018 - December 31, 2018
Revenues:
Rental$29,589 $29,596 $31,324 $33,156 
Restaurant5,214 5,079 4,798 4,879 
Total revenues34,803 34,675 36,122 38,035 
Operating expenses:
General and administrative3,567 3,093 3,099 3,447 
Depreciation and amortization5,345 5,225 5,743 7,571 
Property expense86 95 109 143 
Restaurant expense4,870 4,786 4,713 4,645 
Total operating expenses13,868 13,199 13,664 15,806 
Interest expense(4,855)(4,877)(4,934)(5,293)
Other income342 215 147 77 
Realized gain on sale, net10,879 4,392 
Income tax (expense) benefit(58)(66)(64)(74)
Net Income$16,364 $27,627 $17,607 $21,331 
Earnings per share:
Basic$0.27 $0.44 $0.27 $0.31 
Diluted0.26 0.44 0.27 0.31 
Distributions declared per share$0.2750 $0.2750 $0.2750 $0.2875 

F-37


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
711Sussex, WI$1,856$818$0$0$0$0$1,856$818$0$2,674$0199512/30/202010 - 40
AAA Fairfield, CA1,0604,2810001,0604,28105,3414120009/3/202035
AAPCentennial, CO1,25269400001,25269401,9460201012/30/202010 - 40
APBTracy, CA1,267000001,267001,2670200411/20/2018
APBLansing, MI4511,12900004511,12901,5803919952/26/2020 10 - 30
ARBRocky Mount, NC2611,40500002611,40501,66616220049/6/201610 - 45
ARBRoanoke Rapids, NC2881,56300002881,56301,85119020039/6/201610 - 45
ARBSouth Hill, VA5381,28300005381,28301,821143200211/3/201610 - 50
ARBWake Forest, NC8051,34400008051,34402,149184200511/3/20169 - 49
ARBBirch Run, MI590777000059077701,367128199111/9/201610 - 40
ARBBrighton, MI456990000045699001,446131198711/9/201610 - 40
ARBCedar Rapids, IA4850000048500485019871/12/2018
ARBPlainwell, MI696837000069683701,5339619998/6/20183 - 36
ARBLogan, UT8271,15700008271,15701,9846219805/1/20195 - 40
ARBSpring Lake, MI317762000031776201,0794319866/21/20195 - 30
ARBHolland, MI735735000073573501,4705419886/21/20195 - 30
ARBMuskegon, MI486919000048691901,4054519796/21/20195 - 40
ARBKokomo, IN9020000090200902020038/1/2019
ARBRoxboro, NC2000002002020068/26/2020
ARBRoxboro, NC1,00254100001,00254101,5432620061/6/202010 - 25
BASpokane Valley, WA9611,02400009611,02401,9855320002/21/20208 - 25
BBRaleigh, NC2,5073,23015509183142,5074,1484697,1243,11919995/17/19992 - 38
BBDuluth, GA1,2922,36225401,3782741,2923,7405285,5603,00919995/24/19992 - 38
BBMiami, FL1,7313,42722201,1624221,7314,5896446,9643,40120004/4/20002 - 35
BBFort Myers, FL1,9142,86318609163981,9143,7795846,2772,72020005/16/20002 - 35
BBPembroke Pines, FL1,8082,99920701,0393821,8084,0385896,4352,865200012/18/20002 - 35
BBLivonia, MI2,1053,85628603621382,1054,2184246,7473,09120012/6/20012 - 36
BBSunrise, FL1,5153,25113804502241,5153,7013625,5782,387200210/22/20022 - 37
BBJacksonville, FL2,2352,295344050132,2352,3453574,9371,17020103/29/20102 - 45
BBOrlando, FL1,6592,3403560324411,6592,6643974,7201,05020122/27/20122 - 47
BBCharleston, SC2,673000002,673002,673020209/29/2020
BEDover, DE5911,71300005911,71302,30417819934/28/201710 - 50
BEIndianapolis, IN6031,70100006031,70102,30417019914/28/201710 - 50
BEBowie, MD5061,94000005061,94002,44619819954/28/201710 - 50
F-38


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
BECatonsville, MD1701,09100001701,09101,26112020034/28/201710 - 50
BEMidland, MI1,0601,56700001,0601,56702,62716019984/28/201710 - 50
BENiagara Falls, NY3041,89200003041,89202,19619419924/28/201710 - 50
BEIndependence, OH1,1611,84700001,1611,84703,00817619944/28/201711 - 51
BECenterville, OH9471,20900009471,20902,15614619974/28/20177 - 45
BEBlacklick, OH1,1781,26900001,1781,26902,44716919994/28/20177 - 45
BECelina, OH9441,43100009441,43102,37515120054/28/20179 - 49
BECanton, OH7551,44100007551,44102,19614020054/28/201710 - 50
BEKent, OH8141,21500008141,21502,02912319944/28/201710 - 50
BEWaynesburg, PA3891,75800003891,75802,14719620064/28/201710 - 50
BEKanawha City, WV4051,89900004051,89902,30418720004/28/201710 - 50
BELima, OH1,3821,46100001,3821,46102,84316619884/28/20179 - 49
BEEnglewood, OH95800000958009580200410/18/2019
BFGGreensboro, NC1,254000001,254001,254020022/21/2020
BJYoungstown, OH1,125000001,125001,125020171/12/2018
BJLongview, TX1,508000001,508001,5080201511/16/2018
BJLivonia, MI6383,25900006383,25903,897125201812/28/201814 - 54
BJFt. Wayne, IN2,87800002,878002,8780201612/24/2019
BJLittle Rock, AR3,646000003,646003,6460201412/27/2019
BJSOklahoma City, OK1,879000001,879001,879020072/21/2020
BJSSugar Land, TX3,910000003,910003,910020059/15/2020
BJSOrange Valley, OH3,908000003,908003,9080202010/30/2020
BJS/SN/VZWHagerstown, MD1,3414,59000001,3414,59005,9315419743/12/202049
BKKeysville, VA5711,42400005711,42401,995161199610/28/201610 - 50
BKRoxboro, NC6012,08900006012,08902,690213198910/28/201610 - 50
BKOxford, NC4491,89200004491,89202,341200198210/28/201610 - 50
BKHuntsville, AL4601,54900004601,54902,009179200010/28/201610 - 50
BKAmory, MS5702,15900005702,15902,729198201610/28/201614 - 54
BKMadisonville, KY1,0711,25700001,0711,25702,328178198611/9/201610 - 45
BKMonterey, TN4291,61100004291,61102,040163200012/28/201610 - 50
BKCrossville, TN3971,87300003971,87302,270185198712/28/201610 - 50
BKLivingston, TN4811,35400004811,35401,835136201512/28/201613 - 53
BKHerkimer, NY3081,46000003081,46001,76812620021/12/201713 - 53
BKChattanooga, TN485894000048589401,37910719981/12/201710 - 45
F-39


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
BKSalem, IN5341,60800005341,60802,14213620166/30/201714 - 54
BKTupelo, MS7721,76500007721,76502,53714520166/30/201714 - 54
BKBooneville, MS4481,25300004481,25301,70110620166/30/201714 - 54
BKTupelo, MS9531,41800009531,41802,37114119986/30/201710 - 50
BKMemphis, TN7391,70800007391,70802,44713319966/30/201715 - 55
BKColumbus, MS9221,63300009221,63302,55515220006/30/201712 - 52
BKTupelo, MS8261,77400008261,77402,60016019986/30/201710 - 50
BKOlive Branch, MS5211,31700005211,31701,838108201612/19/201714 - 54
BKHolly Springs, MS3351,25300003351,25301,58893201612/19/201714 - 54
BKWaldorf, MD7471,21400007471,21401,9617019894/3/201910 - 40
BKFlorence, SC1,145000001,145001,145019806/23/2020
BKBessemer, AL1,668000001,668001,668020093/12/2020
BOJWinston-Salem, NC838569000083856901,4072619831/29/2020
BOJColumbia, SC1,15882400001,15882401,9820199912/23/202010 - 25
BOTWest St. Paul, MN1,4641,09600001,4641,09602,5601720016/19/202010 - 40
BPPSouth Elgin, IL3,056000003,056003,056020047/14/2020
BWWBurlington, IA1372,53000001372,53002,66727420109/15/201610 - 49
BWWGalesburg, IL1572,51000001572,51002,66729420099/15/201610 - 46
BWWMacomb, IL1382,52800001382,52802,66628020099/15/201610 - 48
BWWSpringfield, IL8252,35200008252,35203,17719020061/10/201810 - 50
BWWQuincy, IL6762,37800006762,37803,05418120071/10/201810 - 50
BWWOrange Park, FL1,768000001,768001,768019971/12/2018
BWWFlorence, SC1,638000001,638001,638020116/29/2018
BWWAustin, TX1,250000001,250001,250020107/16/2018
BWWHendersonville, TN1,401000001,401001,401020098/8/2018
BWWGrand Junction, CO1,182000001,182001,182020041/18/2019
BWWLoredo, TX1,2871,92300001,2871,92303,21011420012/8/201910 - 45
BWWRockaway, NJ7870000078700787020132/11/2019
BWWCenterville, GA1,001000001,001001,001020118/1/2019
BWWMansfield, TX1,43884500001,43884502,28354200710/21/201910 - 25
BWWFort Worth, TX1,48492200001,48492202,40653200711/4/201910 - 25
BWWRacine, WI1,898000001,898001,8980201311/12/2019
BWWMansfield, TX079000007907954200710/21/201915

F-40


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
BWWGastonia, NC1,373000001,373001,3730200910/14/2020
BWWSuffolk, VA6021,77900006021,77902,38190201212/31/20189 - 49
CBBloomingdale, IL1,328000001,328001,3280199110/18/2019
CCWColumbia, MO1,006000001,006001,006019982/21/2020
CFACedar Rapids, IA1,894000001,894001,894020121/12/2018
CFASioux City, IA1,162000001,162001,162020126/28/2019
CFARehoboth Beach, DE2,081000002,081002,0810201312/24/2019
CFAFt. Wayne, IN2,251000002,251002,2510201912/24/2019
CFACarmel, IN1,056000001,056001,056020069/17/2020
CFAFlorissant, MO1,416000001,416001,4160201912/18/2020
CFAFlorence, SC1,869000001,869001,869020183/3/2020
CGRBloomingdale, IL1,111000001,111001,111019901/12/2018
CGRBaton Rouge, LA1,1461,07700001,1461,07702,22311419858/8/20185 - 30
CGRMesquite, TX2,1802,93800002,1802,93805,11816820128/8/201813 - 53
CGRPalm Bay, FL1,6662,88100001,6662,88104,54717319948/8/201812 - 52
CGRMadison, TN1,1782,37200001,1782,37203,55014619898/8/201811 - 51
CGROcala, FL2,0172,21600002,0172,21604,23314719898/8/201811 - 51
CGRPalmdale, CA1,2342,57300001,2342,57303,80715519918/8/20189 - 49
CGRSebring, FL1,5682,27500001,5682,27503,84314419928/8/201811 - 51
CGRTarpon Springs, FL1,3942,23200001,3942,23203,62614919948/8/201810 - 50
CGRPeoria, AZ8671,19900008671,19902,06612919938/8/20185 - 31
CGRThe Woodlands, TX1,4451,21800001,4451,21802,66312119958/8/20185 - 35
CGROrlando, FL2,1061,37600002,1061,37603,48213419948/8/20185 - 35
CGRKissimmee, FL2,1012,05200002,1012,05204,15314719948/8/20187 - 47
CGRMesa, AZ1,2951,62800001,2951,62802,92314019948/8/20185 - 40
CGRKaty, TX1,9301,90700001,9301,90703,83713919958/8/201810 - 45
CGRMcAllen, TX7591,69100007591,69102,45014719948/8/20185 - 35
CGRWinter Haven, FL9221,92600009221,92602,84813819958/8/20187 - 47
CGROrmond Beach, FL5451,10400005451,10401,64911919958/8/20183 - 32
CGRPembroke Pines, FL1,7571,51400001,7571,51403,27115019968/8/20185 - 40
CGRHigh Point, NC9551,44600009551,44602,40110619968/8/20185 - 55
CGRAnderson, SC1,6472,25200001,6472,25203,89913519958/8/201813 - 53
CGRBurleson, TX2,6122,32100002,6122,32104,93318219988/8/20185 - 45
CGRBrownsville, TX2,1112,86800002,1112,86804,97917319998/8/201812 -52
F-41


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
CGRHermitage, TN1,2261,56400001,2261,56402,79013620008/8/20185 - 39
CGRReno, NV7232,49600007232,49603,21914020028/8/201810 - 50
CGRBartlesville, OK1,4971,57100001,4971,57103,06811220028/8/201810 - 50
CGRGallatin, TN8211,61300008211,61302,43411120028/8/201810 - 50
CGRTampa, FL9201,83900009201,83902,75914120028/8/20187 - 40
CGRAtascocita, TX1,9532,25600001,9532,25604,20914220028/8/201812 - 52
CGRCanon City, CO7091,92800007091,92802,63712320028/8/201810 - 50
CGRChattanooga, TN3501,85200003501,85202,2029720038/8/201811 - 51
CGRHobbs, NM1,4241,74600001,4241,74603,17011820038/8/201810 - 50
CGRGonzales, LA1,6812,29200001,6812,29203,97314320038/8/201810 - 50
CGRTupelo, MS8901,51400008901,51402,40413220038/8/20185 - 40
CGRLas Cruces, NM1,6451,72000001,6451,72003,36513419918/8/20187 - 45
CGRCarson City, NV775467000077546701,2426020048/8/20185 - 41
CGRLady Lake, FL2,4742,61800002,4742,61805,09217320048/8/201812 - 52
CGRLone Tree, CO7531,51100007531,51102,26412820048/8/20185 - 41
CGRBristol, VA1,0591,56300001,0591,56302,62213820048/8/20185 - 41
CGRTrinity, FL1,7012,61300001,7012,61304,31415720048/8/201813 - 53
CGRKingsville, TX1,2541,71900001,2541,71902,97311520048/8/20189 - 49
CGRConroe, TX1,2241,66100001,2241,66102,88513220048/8/20187 - 45
CGRPortland, TX1,5372,08900001,5372,08903,62614720058/8/201810 - 45
CGRPlainview, TX6571,30200006571,30201,9599820058/8/20185 - 45
CGRPinellas Park, FL2,8572,35200002,8572,35205,20915120058/8/201810 - 50
CGRConyers, GA1,0492,16800001,0492,16803,21714820008/8/20187 - 45
CGREagle Pass, TX1,3381,85900001,3381,85903,19714420078/8/20185 - 45
CGREnid, OK1,7122,80500001,7122,80504,51718219969/14/201810 - 45
CGRLawton, OK1,0721,19700001,0721,19702,26911219999/14/20183 - 36
CGRAustin, TX9881,33000009881,33002,3189320039/14/20181 - 41
CGRGreenville, TX1,4951,43100001,4951,43102,92610420029/28/201810 - 45
CGRArcadia, FL1,5751,40800001,5751,40802,98311020059/28/20185 - 45
CGRAurora, CO6491,53400006491,53402,183109199010/23/20185 - 40
CGRCoralville, IA1,628000001,628001,6280199812/26/2019
CGRAlamosa, CO1,9921,20600001,9921,20603,19845200712/27/201910 - 35
CGRPueblo, CO8001,69400008001,69402,49468200512/27/201910 - 35
CGRLafayette, LA3,1831,57900003,1831,57904,76261200512/27/201910 - 35
CGRSouthaven, MS2,3321,77000002,3321,77004,10265200012/27/201910 - 35
F-42


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
CGRShawnee, OK2,0771,37000002,0771,37003,44751200112/27/201910 - 35
CGRHarlingen, TX3,0541,63000003,0541,63004,68466199812/27/201910 - 35
CGRSeguin, TX2,3501,77800002,3501,77804,12865200412/27/201910 - 35
CGRCarmel, IN1,273000001,273001,273019932/13/2020
CGRKokomo, IN8580000085800858019992/13/2020
CGRAiken, SC1,4071,56500001,4071,56502,9720200112/31/202013 - 38
CHCMt Pleasant, IL1,70565400001,70565402,3593119827/15/20202 - 15
CHCPalatine, IL2,01069400002,01069402,7041619989/24/20203 - 15
CHCFort Wayne, IN5802,44400005802,44403,0247199411/16/202014 - 49
CHCDenver, CO1,853000001,853001,8530196212/9/202010 - 40
CHCMidwest City, OK1,781000001,781001,7810198412/9/2020
CJLogan, UT8480000084800848019976/7/2019
CKPawleys Island, SC1,555000001,555001,5550200312/23/2020
CMGFlorence, SC758402000075840201,1601820133/3/202010 - 25
CRBPalm Coast , FL2,146000002,146002,146020126/13/2019
CRBCharleston, SC1,334000001,334001,334020037/13/2020
CRBTallahassee, FL3,814000003,814003,8140200012/22/2020
CSKPensacola, FL1,530000001,530001,530019916/29/2018
DENAmherst, OH460998000046099801,458146197111/9/201610 - 40
DQTulsa, OK48538800(90)0485298078350201510/20/201614 - 54
DT/MPNew Baltimore, MI4352,35100004352,35102,78617020169/15/201714 - 54
DTCCoralville, IA2,142000002,142002,1420199812/26/2019
FAZLafayette, IN2445220000244522076692199611/9/20165 - 40
FEXOklahoma City, OK8620000086200862019992/21/2020
FSHagerstown, MD9940000099400994020076/23/2020
HARGadsden, AL4641,06400004641,06401,528156198512/15/201610 - 40
HARBaxley, GA6441,25800006441,25801,902199198312/15/201610 - 40
HARVidalia, GA3641,23200003641,23201,596128200712/15/201610 - 50
HARHazlehurst, GA4611,51600004611,51601,977153201312/15/201612 - 52
HARSioux City, IA9010000090100901019796/28/2019
HBTraverse City, MI8050000080500805019922/21/2020
HIECoralville, IA1,318000001,318001,3180200012/26/2019

F-43


FOUR CORNERS PROPERTY TRUST, INC.
SCHEDULE III
SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Initial Cost to CompanyCost Capitalized Since AcquisitionGross Carrying Value (2)Accumulated DepreciationConstruction DateAcquisition DateLife on which Depreciation in latest Statement of Income is Computed
Property (1)LocationLandBuildings and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentLandBuilding and ImprovementsEquipmentTotal
IHOPGrand Junction, CO8530000085300853020021/18/2019
IHOPChristiansburg, VA739002500098900989019984/19/2019
IHOPSpokane Valley, WA572660000057266001,2323320012/21/20208 - 25
IHOPFlorence, SC1,106000001,106001,106020006/30/2020
JLCarmel, IN1,28035200001,28035201,6320199312/31/202010 - 30
KFCDetroit, MI294916000029491601,21011019979/14/20165 - 43
KFCAuburn Hills, MI9892500009892501,02312020029/14/20165 - 43
KFCDetroit, MI7573200007573208079819849/14/20165 - 40
KFCDetroit, MI3236350000323635095810119849/14/20165 - 40
KFCAltoona, WI1951,71400001951,71401,909189199311/10/201610 - 45
KFCLaCrosse, WI216893000021689301,109141197911/10/20165 - 40
KFCRice Lake, WI2151,04500002151,04501,260162199111/10/20165 - 40
KFCChippewa Falls, WI167924000016792401,091126200311/10/20165 - 40
KFCLaCrosse, WI2451,04200002451,04201,287154197211/10/20165 - 40
KFCStevens Point, WI92697000092697078998198411/10/20165 - 40
KFCWisconsin Rapids, WI1791,92800001791,92802,107208199111/10/201610 - 45
KFCWausau, WI1261,38700001261,38701,513149197911/10/201610 - 45
KFCEscanaba, MI1431,36200001431,36201,505155198511/10/201610 - 43
KFCMenominee, MI938620000938620955121199511/10/201610 - 40
KFCGoshen, IN951,0410000951,04101,136143197611/10/20165 - 40
KFCSouth Bend, IN141868000014186801,009138197011/10/20165 - 40
KFCSouth Bend, IN15577400001557740929130197311/10/20165 - 40
KFCMishawaka, IN721,5100000721,51001,582154197811/10/201610 - 45
KFCKokomo, IN1181,09300001181,09301,211137199411/10/201610 - 40
KFCKokomo, IN1411,79800001411,79801,939194199411/10/201610 - 45
KFCBirmingham, AL1,06259200001,06259201,6543199112/8/202010 - 25
KFCFairfield, AL1,00654300001,00654301,5493199512/8/202010 - 22
KFCBirmingham, AL1,10155600001,10155601,6573200212/8/20207 - 18
KFCHueytown, AL719589000071958901,3083198812/8/202010 - 22
KFCBirmingham, AL1,10249500001,10249501,5972199512/8/202010 - 22
KFC Forestdale, AL9725440000972544