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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30,
2025
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)
Maryland
47-4456296
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
591 Redwood Highway
,
Suite 3215
,
Mill Valley
,
CA
94941
(Address of principal executive offices)
(
415
)
965-8030
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of Exchange on Which Registered
Common Stock, $0.0001 par value per share
FCPT
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Yes
☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒
Yes
☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes
☒
No
Number of shares of common stock outstanding as of July 30, 2025:
104,464,312
Total real estate investments and intangible real estate assets, net
2,661,104
2,546,752
Cash and cash equivalents
5,981
4,081
Straight-line rent adjustment
70,125
68,562
Derivative assets
11,838
20,733
Deferred tax assets
1,517
1,448
Other assets
14,952
11,450
Total Assets
$
2,765,517
$
2,653,026
LIABILITIES AND EQUITY
Liabilities:
Term loan and revolving credit facility, net of deferred financing costs
$
580,780
$
516,250
Senior unsecured notes, net of deferred financing costs
621,965
621,639
Dividends payable
36,210
35,358
Rent received in advance
15,581
6,738
Derivative liabilities
5,404
473
Other liabilities
22,635
21,778
Total liabilities
1,282,575
1,202,236
Equity:
Preferred stock, par value $
0.0001
per share,
25,000,000
authorized,
zero
shares issued and outstanding.
—
—
Common stock, par value $
0.0001
per share;
500,000,000
shares authorized,
102,230,784
and
99,825,119
shares issued and outstanding, respectively
10
10
Additional paid-in capital
1,546,272
1,482,698
Accumulated deficit
(
75,268
)
(
57,729
)
Accumulated other comprehensive income
9,786
23,633
Noncontrolling interest
2,142
2,178
Total equity
1,482,942
1,450,790
Total Liabilities and Equity
$
2,765,517
$
2,653,026
The accompanying notes are an integral part of this financial statement.
1
FOUR CORNERS PROPERTY TRUST, INC.
CONSOLID
ATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Revenues:
Rental revenue
$
64,814
$
58,539
$
128,296
$
117,112
Restaurant revenue
8,028
7,940
16,022
15,834
Total revenues
72,842
66,479
144,318
132,946
Operating expenses:
General and administrative
6,440
6,004
14,079
12,217
Depreciation and amortization
14,620
13,345
29,049
26,812
Property expenses
3,386
2,836
6,651
5,917
Restaurant expenses
7,361
7,332
14,916
14,896
Total operating expenses
31,807
29,517
64,695
59,842
Interest expense
(
13,081
)
(
12,324
)
(
25,812
)
(
24,605
)
Other income
113
150
505
390
Income tax expense
(
112
)
(
86
)
(
175
)
(
113
)
Net income
27,955
24,702
54,141
48,776
Net income attributable to noncontrolling interest
(
31
)
(
30
)
(
61
)
(
60
)
Net Income Available to Common Shareholders
$
27,924
$
24,672
$
54,080
$
48,716
Basic net income per share:
$
0.28
$
0.27
$
0.54
$
0.53
Diluted net income per share:
$
0.28
$
0.27
$
0.54
$
0.53
Weighted average number of common shares outstanding:
Basic
100,820,074
91,807,764
100,267,510
91,763,619
Diluted
101,168,231
91,994,062
100,631,217
91,976,282
Dividends declared per common share
$
0.3550
$
0.3450
$
0.7100
$
0.6900
The accompanying notes are an integral part of this financial statement.
2
FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(In thousands, except for share and per share data)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Net income
$
27,955
$
24,702
$
54,141
$
48,776
Other comprehensive income:
Effective portion of change in fair value of derivative instruments
(
3,191
)
3,486
(
9,137
)
12,156
Reclassification adjustment of derivative instruments included in net income
(
2,403
)
(
3,388
)
(
4,726
)
(
6,490
)
Other comprehensive income (loss)
(
5,594
)
98
(
13,863
)
5,666
Comprehensive income
22,361
24,800
40,278
54,442
Less: comprehensive income attributable to noncontrolling interest
Net income attributable to noncontrolling interest
31
30
61
60
Other comprehensive income (loss) attributable to noncontrolling interest
(
6
)
—
(
16
)
7
Comprehensive income attributable to noncontrolling interest
25
30
45
67
Comprehensive Income Attributable to Common Shareholders
$
22,336
$
24,770
$
40,233
$
54,375
The accompanying notes are an integral part of this financial statement.
3
FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
For the three months ended June 30, 2025
Common Stock
Additional
Retained
Earnings
Accumulated
Other
Comprehensive
Shares
Par
Value
Paid-in
Capital
(Accumulated
Deficit)
Income
(Loss)
Noncontrolling
Interest
Total
Balance at March 31, 2025
99,972,006
$
10
$
1,482,278
$
(
66,982
)
$
15,374
$
2,157
$
1,432,837
Net income
—
—
—
27,924
—
31
27,955
Other comprehensive loss
—
—
—
—
(
5,588
)
(
6
)
(
5,594
)
ATM proceeds, net of issuance costs
2,241,232
—
61,993
—
—
—
61,993
Dividends and distributions to equity holders
—
—
—
(
36,210
)
—
(
40
)
(
36,250
)
Stock-based compensation, net
17,546
—
2,001
—
—
—
2,001
Balance at June 30, 2025
102,230,784
$
10
$
1,546,272
$
(
75,268
)
$
9,786
$
2,142
$
1,482,942
For the six months ended June 30, 2025
Common Stock
Additional
Retained
Earnings
Accumulated
Other
Comprehensive
Shares
Par
Value
Paid-in
Capital
(Accumulated
Deficit)
Income
(Loss)
Noncontrolling
Interest
Total
Balance at December 31, 2024
99,825,119
$
10
$
1,482,698
$
(
57,729
)
$
23,633
$
2,178
$
1,450,790
Net income
—
—
—
54,080
—
61
54,141
Other comprehensive income
—
—
—
—
(
13,847
)
(
16
)
(
13,863
)
ATM proceeds, net of issuance costs
2,241,232
—
61,993
—
—
—
61,993
Dividends and distributions to equity holders
—
—
—
(
71,619
)
—
(
81
)
(
71,700
)
Stock-based compensation, net
164,433
—
1,581
—
—
—
1,581
Balance at June 30, 2025
102,230,784
$
10
$
1,546,272
$
(
75,268
)
$
9,786
$
2,142
$
1,482,942
The accompanying notes are an integral part of this financial statement.
4
For the three months ended June 30, 2024
Common Stock
Additional
Retained
Earnings
Accumulated
Other
Comprehensive
Shares
Par
Value
Paid-in
Capital
(Accumulated
Deficit)
Income
(Loss)
Noncontrolling
Interest
Total
Balance at March 31, 2024
91,989,203
$
9
$
1,268,361
$
(
33,888
)
$
27,538
$
2,210
$
1,264,230
Net income
—
—
—
24,672
—
30
24,702
Other comprehensive income
—
—
—
—
98
—
98
ATM proceeds, net of issuance costs
99,656
—
2,385
—
—
—
2,385
Dividends and distributions to equity holders
—
—
—
(
31,695
)
—
(
39
)
(
31,734
)
Stock-based compensation, net
13,343
—
1,731
—
—
—
1,731
Balance at June 30, 2024
92,102,202
$
9
$
1,272,477
$
(
40,911
)
$
27,636
$
2,201
$
1,261,412
For the six months ended June 30, 2024
Common Stock
Additional
Retained
Earnings
Accumulated
Other
Comprehensive
Shares
Par
Value
Paid-in
Capital
(Accumulated
Deficit)
Income
(Loss)
Noncontrolling
Interest
Total
Balance at December 31, 2023
91,617,477
$
9
$
1,261,940
$
(
26,276
)
$
21,977
$
2,213
$
1,259,863
Net income
—
—
—
48,716
—
60
48,776
Other comprehensive income
—
—
—
—
5,659
7
5,666
ATM proceeds, net of issuance costs
380,570
—
9,283
—
—
—
9,283
Dividends and distributions to equity holders
—
—
—
(
63,351
)
—
(
79
)
(
63,430
)
Stock-based compensation, net
104,155
—
1,254
—
—
—
1,254
Balance at June 30, 2024
92,102,202
$
9
$
1,272,477
$
(
40,911
)
$
27,636
$
2,201
$
1,261,412
The accompanying notes are an integral part of this financial statement.
5
FOUR CORNERS PROPERTY TRUST, INC.
CONSOLIDATED STATEMENTS O
F CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2025
2024
Cash flows - operating activities
Net income
$
54,141
$
48,776
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
29,049
26,812
Non-cash revenue adjustments
964
1,052
Amortization of financing costs
1,568
1,291
Stock-based compensation expense
4,761
3,371
Deferred income taxes
(
69
)
(
92
)
Changes in assets and liabilities:
Derivative assets and liabilities
(
37
)
(
295
)
Straight-line rent adjustment
(
1,563
)
(
2,287
)
Rent received in advance
8,843
(
1,915
)
Intangible assets (lease incentive payments)
(
70
)
(
1,119
)
Other assets and liabilities
(
2,268
)
(
8,295
)
Net cash provided by operating activities
95,319
67,299
Cash flows - investing activities
Purchases of real estate investments
(
144,322
)
(
63,810
)
Change in advance deposits in acquisition of real estate investments
(
350
)
400
Net cash used in investing activities
(
144,672
)
(
63,410
)
Cash flows - financing activities
Net proceeds from ATM equity issuance
61,993
9,283
Repayment of senior notes
—
(
50,000
)
Payment of deferred financing costs
(
6,712
)
(
1,397
)
Proceeds from term loan borrowing
75,000
85,000
Proceeds from revolving credit facility
88,000
73,000
Repayment of revolving credit facility
(
93,000
)
(
62,000
)
Payment of dividends to shareholders
(
70,767
)
(
63,195
)
Distributions to non-controlling interests
(
81
)
(
79
)
Employee shares withheld for taxes
(
3,180
)
(
2,117
)
Net cash provided by (used in) financing activities
51,253
(
11,505
)
Net increase in cash and cash equivalents, including restricted cash
1,900
(
7,616
)
Cash and cash equivalents, including restricted cash, at beginning of period
4,081
24,783
Cash and cash equivalents, including restricted cash, at end of period
$
5,981
$
17,167
Supplemental disclosures:
Interest paid
$
29,012
$
29,509
Income taxes paid
$
503
$
375
Operating lease payments received (lessor)
$
121,064
$
110,433
Operating lease payments remitted (lessee)
$
426
$
460
Non-cash activities:
Dividends declared but not paid
$
36,210
$
31,695
Change in fair value of derivative instruments
$
(
13,826
)
$
5,961
The accompanying notes are an integral part of this financial statement.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGAN
IZATION
Four Corners Property Trust, Inc. (together with its consolidated subsidiaries, “FCPT”) is an independent, publicly traded, self-administered company, primarily engaged in the ownership, acquisition and leasing of restaurant and retail 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 other retail 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 owned
418
properties in which Darden operates restaurants, representing
five
of their brands, and
six
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 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 REIT 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.
Segment Reporting
The Company has
two
operating segments, real estate operations and restaurant operations. The Company has identified its real estate operations and restaurant operations as separate reportable segments based on the nature of the operations and its organizational and management structure, which aligns with how results are monitored and performance is assessed. This is consistent with how the Company’s chief operating decision maker, which is its
Chief Executive Officer
, makes decisions when assessing the financial performance of the Company’s portfolio of properties and restaurant operations.
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 revenue 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.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 restaurant and retail locations 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 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, 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
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 and retail 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 and retail 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 Statemen
ts. We did
no
t record impairment expense during the
six months ended June 30, 2025 or 2024
.
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 and retail 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.
No
properties were held for sale at
June 30, 2025 or December 31, 2024
.
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 tax deferred real estate exchange proceeds and is included in Other assets in our Consolidated Balance Sheets.
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:
(In thousands)
June 30,
2025
December 31,
2024
Cash and cash equivalents
$
5,981
$
4,081
Restricted cash (included in Other assets)
—
—
Total Cash, Cash Equivalents, and Restricted Cash
$
5,981
$
4,081
Debt
The Company’s debt consists of non-amortizing term loans, a revolving credit facility and senior, unsecured, fixed rate notes (collectively referred to as “Debt”). Debt is carried at unpaid principal balance, net of deferred financing costs. All of our 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 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 - 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
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 United States generally accepted accounting principles (“U.S. GAAP”), changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income, 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, restricted cash, 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 expense, accrued operating expenses, intangible real estate liabilities, and operating lease liabilities.
See Note 8 - Supplemental Detail for Certain Components of Consolidated Balance Sheets for additional information.
Leases
All significant lease arrangements are generally recognized at lease commencement. For leases where the Company is the lessee, 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 the Company is the lessor, we determine the classification upon commencement. At
June 30, 2025, 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. The Company expenses certain initial direct costs that are not incremental to obtaining a lease.
See Note 5 - Leases for additional information.
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 probable. Recognizing rental revenue 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 real estate assets, net, on our Consolidated Balance Sheets. During the three and six months ended June 30, 2025, the Company paid lease incentives to tenants of
$
70
thousand
, respectively. During the three months ended June 30, 2024
, the Company did
no
t pay lease incentives to tenants. During the
six months ended June 30, 2024, the Company paid lease incentives to tenants of
$
1.1
million
.
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 revenue 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.
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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. 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 June 30, 2025 and December 31, 2024, credit card receivables, included in other assets, totaled
$
257
thousand
and
$
239
thousand
, respectively. We recognize sales from our gift card 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 Consolidated 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.
Realized Gain on Sale, Net
The Company recognizes gain 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. During the six months ended June 30, 2025 and 2024,
the Company did
no
t sell any properties.
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 federal income tax on our net income that we distribute currently to our shareholders. 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 federal income tax on our taxable income at regular corporate rates. Even if we qualify as a REIT, we may also be subject to certain state, local and franchise taxes. Under certain circumstances, 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.
See Note 9 - Income Taxes for additional information.
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 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 (Loss) (“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
one
-for-one
basis. Accordingly, the Company
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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.
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, subject to changes for performance awards, 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 one 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 to our consolidated result of operations, financial position and cash flows.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign) among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures", which requires, among other things, the following for public business entities: (i) tabular disclosure of amounts for the following categories that are included in each expense caption within continuing operations on the statement of operations, with each expense caption that includes one of these expense categories deemed a relevant expense caption: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities; (ii) disclosure of certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (iii) qualitative description of the amount remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The FASB released ASU 2025-01, which revises the effective date of ASU 2024-03, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Entities must apply the updates in ASU 2025-01 prospectively and are permitted to apply the updates retrospectively. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 3 – CONCENTRATION OF CREDIT RISK
Our tenant base and the restaurant and retail brands operating our properties are highly concentrated. With respect to our tenant base, Darden leases represent approximately
46.5
%
of the scheduled base rents from 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 the restaurant and retail brands that operate our properties. As of June 30, 2025, we had
315
Olive Garden branded locations in our portfolio, which comprise approximately
25.0
%
of our leased properties and approximately
33.0
%
of the revenues received under leases. Our properties, including the Kerrow Restaurant Operating Business, are located in
48
states, with concentrations of 10% or greater of total rental revenue in one
state: Texas (approximately
10.2
%
).
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 June 30, 2025, our net exposure to risk related to amounts due to us on our derivative instruments totaling
$
6.4
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
$
350
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, Net
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 are summarized as follows:
(In thousands)
June 30,
2025
December 31,
2024
Land
$
1,431,211
$
1,360,772
Buildings and improvements
1,767,072
1,701,522
Equipment
135,834
136,350
Total gross real estate investments
3,334,117
3,198,644
Less: accumulated depreciation
(
795,262
)
(
775,505
)
Real estate investments, net
2,538,855
2,423,139
Intangible real estate assets, net
122,249
123,613
Total Real Estate Investments and Intangible Real Estate Assets, Net
$
2,661,104
$
2,546,752
During the six months ended June 30, 2025, the Company invested
$
144.3
million
, including transaction costs, in
47
properties located in
seventeen
states
, and allocated the investment as follows:
$
70.4
million
to land,
$
65.7
million
to buildings and improvements, and
$
8.2
million
to intangible assets. There was
no
contingent consideration associated with these acquisitions. These properties are
100
% occupied under net leases, with a weighted average remaining le
ase term of
14.9
years as of June 30, 2025. During the six months ended June 30, 2025
,
no
properties were sold
.
During the six months ended June 30, 2024, the Company invested
$
63.8
million
, including transaction costs, in
21
properties located in
thirteen
states, and allocated the investment as follows:
$
23.4
million
to land,
$
35.9
million
to buildings and improvements, and
$
4.5
million
to intangible assets. There was
no
contingent consideration associated with these acquisitions. These properties were
100
% occupied under net leases, with a weighted average rema
ining lease term of
12.2
years as of June 30, 2024. During the six months ended June 30, 2024
,
no
properties were sold
.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Intangible Real Estate Assets and Liabilities, Net
The following tables detail intangible real estate assets and liabilities.
(In thousands)
June 30,
2025
December 31,
2024
Acquired in-place lease intangibles
$
167,894
$
159,693
Finance lease - right of use assets
14,040
14,040
Above-market leases
13,821
13,821
Lease incentives
10,178
10,108
Tenant improvements intangible
3,605
3,605
Direct lease cost
702
702
Total
210,240
201,969
Less: accumulated amortization
(
87,991
)
(
78,356
)
Intangible Real Estate Assets, Net
$
122,249
$
123,613
(In thousands)
June 30,
2025
December 31,
2024
Below-market leases
$
2,610
$
2,610
Less: Accumulated amortization
(
1,723
)
(
1,621
)
Intangible Real Estate Liabilities, Net
$
887
$
989
The value of acquired in-place leases amortized and included in depreciation and amortization expense was
$
4.3
million
and
$
4.2
million
for the three months ended June 30, 2025 and 2024, respectively. The value of acquired in-place leases amortized and included in depreciation and amortization expense was
$
8.6
million
for the six months ended June 30, 2025 and 2024, respectively. The value of above-market and below-market leases amortized as an adjustment to revenue was
$
256
thousand
and
$
292
thousand
for the three months ended June 30, 2025 and 2024, respectively. The value of above-market and below-market leases amortized as an adjustment to revenue was
$
523
thousand
and
$
599
thousand
for the six months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025 and 2024, lease incentive amortization was
$
205
thousand
and
$
195
thousand
, respectively. For the six months ended June 30, 2025 and 2024, lease incentive amortization was
$
409
thousand
and
$
431
thousand
, respectively.
At June 30, 2025, the total weighted average amortization period remaining for our intangible real estate assets and liabilities was
8.8
years, and the individual weighted average amortization period remaining for acquired in-place lease intangibles, above-market leases, below-market leases, lease incentives, and tenant improvement intangible was
8.7
years,
6.0
years,
10.2
years,
10.7
years, and
13.7
years, respectively.
Amortization of Lease Intangibles
The following table presents the estimated net impact during the next five years and thereafter related to the amortization of in-place lease intangibles, and above-market and below-market lease intangibles for properties held for investment.
(In thousands)
June 30,
2025 (Six Months)
$
8,778
2026
16,389
2027
14,007
2028
11,485
2029
9,344
Thereafter
39,757
Total Future Amortization
$
99,760
NOTE 5 – LEASES
Operating Leases as Lessee
As a lessee, we record right-of-use assets and lease liabilitie
s for the
two
ground leases at our Kerrow Restaurant Operating Business and our corporate office space. The two 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 2025, the Company extended its lease of a corporate office space, which qualified as an operating lease as of June 30, 2025. 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.
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Operating Lease Liability
Maturities of operating lease liabilities were as follows:
(In thousands)
June 30,
2025 (Six Months)
$
280
2026
721
2027
743
2028
755
2029
768
Thereafter
4,419
Total Payments
7,686
Less: Interest
(
1,923
)
Operating Lease Liability
$
5,763
The weighted-average discount rate for operating leases at June 30, 2025 was
4.70
%
. The weighted-average remaining lease term was
12.8
years.
Rental expense was
$
226
thousand
and
$
232
thousand
for the three months ended June 30, 2025 and 2024, respectively. Rental expense was
$
457
thousand
and
$
459
thousand
for the six months ended June 30, 2025 and 2024, 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.
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)
2025
2024
2025
2024
Lease revenue - operating leases
$
62,090
$
56,223
$
122,832
$
112,111
Variable lease revenue (tenant reimbursements)
2,724
2,316
5,464
5,001
Total Rental Revenue
$
64,814
$
58,539
$
128,296
$
117,112
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)
June 30,
2025 (Six Months)
$
125,179
2026
251,097
2027
243,700
2028
217,457
2029
191,175
Thereafter
923,876
Total Future Minimum Lease Payments
$
1,952,484
Ground Leases as Lessee
As of both June 30, 2025 and December 31, 2024, the Company had finance ground lease assets aggregating
$
13.9
million
, respectively. These assets are included in intangible real estate assets, net in 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 ranging from
58.5
years to
93.5
years. All but
two
of these leases have options to extend certain of the lease terms for additional
ninety-nine year
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
88.6
years at June 30, 2025
.
NOTE 6 – DEBT, NET OF DEFERRED
FINANCING COSTS
At June 30, 2025, our debt consisted of (1)
$
590
million
of non-amortizing term loans and (2)
$
625
million
of senior, unsecured, fixed rate notes. At December 31, 2024, our debt consisted of (1)
$
515
million
of non-amortizing term loans and (2)
$
625
million
of
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
senior, unsecured, fixed rate notes. At June 30, 2025 and December 31, 2024
, we had
no
outstanding borrowings and outstanding borrowings of
$
5
million
, respectively, under the revolving credit facility, and there were
no
outstanding letters of credit. At
June 30, 2025, we had
$
350
million
of borrowing capacity under the revolving credit facility. The revolving credit facility will mature on
February 1, 2029
with
two
six-month
extension options. The weighted average interest rate on the term loans before consideration of the interest rate hedge described in
Note 7 - Derivative Financial Instruments
was
5.4
%
and
5.6
%
at June 30, 2025 and December 31, 2024, respectively.
Revolving Credit and Term Loan Agreement
On January 31, 2025, the Company and its subsidiary, FCPT OP, entered into a Fourth Amended and Restated Revolving Credit and Term Loan Agreement with a group of existing lenders (the “Credit Agreement”), which amended and restated in its entirety an existing Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 25, 2022 (the "Prior Credit Agreement"). Prior to entering into the Credit Agreement, certain amounts outstanding under the term loan facility pursuant to the Prior Credit Agreement were scheduled to mature as follows: $
150
million principal amount outstanding was scheduled to mature on
November 9, 2025
, $
100
million principal amount outstanding was scheduled to mature on
November 9, 2026
, $
90
million principal amount outstanding was scheduled to mature on
January 9, 2027
, $
85
million principal amount outstanding was scheduled to mature on
March 14, 2027
, and $
90
million principal amount outstanding was scheduled to mature on
January 9, 2028
.
The Credit Agreement provides for borrowings up to $
940
million, consisting of (1) a revolving credit facility in an aggregate principal amount of $
350
million and term loans in an aggregate principal amount of $
590
million comprised of (i) a $
100
million term loan with a maturity date of
November 9, 2026
(the "Term Loan A-2 Facility"), (ii) a $
90
million term loan with a maturity date of
February 1, 2027
, (iii) an $
85
million term loan with a maturity date of
March 14, 2027
(the "Term Loan A-5 Facility"), (iv) a $
90
million term loan with a maturity date of
February 1, 2028
, and (v) a $
225
million term loan with a maturity date of
February 1, 2029
(the "Term Loan A-1 Facility").
No
amortization payments are required on the term loan prior to the maturity date. FCPT OP has the option to extend the maturity date of the revolving credit facility for up to two
six month
periods, subject to the payment of an extension fee of
0.0625
% on the aggregate amount of the then-outstanding revolving commitment. FCPT OP has the option to extend the maturity date of each of the Term Loan A-1 Facility and the Term Loan A-2 Facility by
one year
, subject to the payment of an extension fee of
0.125
% on the then-outstanding principal amount of term loans under the Term Loan A-1 Facility and the Term Loan A-2 Facility, as applicable. FCPT OP has the option to extend the maturity date of the Term Loan A-5 Facility by
one year
, subject to the payment of an extension fee of
0.15
% on the then-outstanding principal amount of term loans under the Term Loan A-5 Facility. The Credit Agreement is a syndicated credit facility that contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $
450
million, subject to certain conditions. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which SOFR rate election is in effect.
Loans under the Credit Agreement accrue interest at a per annum rate equal to a
SOFR
rate plus a margin of
0.85
% to
1.00
%. The margin is based on the highest applicable credit rating on its senior, unsecured, long-term indebtedness. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus
2.00
%. A facility fee at a rate of
0.20
% per annum applies to the total revolving commitments available under the Credit Agreement.
The Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
We reviewed the Credit Agreement in accordance with U.S. GAAP. This resulted in the capitalization of $
6.7
million in new lender fees and third party costs, which will be amortized over the life of the new loans; $
120
thousand in third-party fees were recorded to general and administrative expense. Where there were decreases in principal, we wrote off unamortized financing costs, which resulted in $
40
thousand of unamortized deferred financing costs being written off and recorded as interest expense. The remaining $
3.5
million of original unamortized deferred financing costs will be amortized over the life of the new loans.
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents the Term Loan balances under the Credit Agreement.
Outstanding Balance
(Dollars in thousands)
Maturity
Date
Interest
Rate
June 30,
2025
December 31,
2024
Term Loans:
Term loan due 2025
Nov 2025
N/A
(a)
$
—
$
150,000
Term loan due 2026
Nov 2026
5.39
%
(a)(b)
100,000
100,000
Term loan due 2027
Feb 2027
5.34
%
(a)
90,000
90,000
Term loan due 2027
Mar 2027
5.34
%
(a)(b)
85,000
85,000
Term loan due 2028
Feb 2028
5.34
%
(a)
90,000
90,000
Term loan due 2029
Feb 2029
5.34
%
(a)(b)
225,000
—
Total Term Loans
$
590,000
$
515,000
(a)
Loan is a variable‑rate loan which resets at Daily Simple
SOFR
+
10
basis points + the applicable credit spread
of
0.95
% to
1.00
% at
June 30, 2025.
(b)
Loan has
one
twelve month
extension option exercisable at the Company's discretion, subject to certain conditions.
Note Purchase Agreement
The following table presents the senior unsecured fixed rate notes balance.
Outstanding Balance
(Dollars in thousands)
Maturity
Date
Interest
Rate
June 30,
2025
December 31,
2024
Notes Payable:
Senior unsecured fixed rate note, issued December 2018
Dec 2026
4.63
%
$
50,000
$
50,000
Senior unsecured fixed rate note, issued June 2017
Jun 2027
4.93
%
75,000
75,000
Senior unsecured fixed rate note, issued December 2018
Dec 2028
4.76
%
50,000
50,000
Senior unsecured fixed rate note, issued April 2021
Apr 2029
2.74
%
50,000
50,000
Senior unsecured fixed rate note, issued March 2020
Jun 2029
3.15
%
50,000
50,000
Senior unsecured fixed rate note, issued March 2020
Apr 2030
3.20
%
75,000
75,000
Senior unsecured fixed rate note, issued March 2022
Mar 2031
3.09
%
50,000
50,000
Senior unsecured fixed rate note, issued April 2021
Apr 2031
2.99
%
50,000
50,000
Senior unsecured fixed rate note, issued March 2022
Mar 2032
3.11
%
75,000
75,000
Senior unsecured fixed rate note, issued July 2023
Jul 2033
6.44
%
100,000
100,000
Total Notes
$
625,000
$
625,000
Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt.
(In thousands)
June 30,
Remainder of 2025
$
—
2026
150,000
2027
250,000
2028
140,000
2029
325,000
Thereafter
350,000
Total Scheduled Principal Payments
$
1,215,000
Deferred Financing Costs
At June 30, 2025 and December 31, 2024, term loan and revolving credit facility net unamortized deferred financing costs were approximately
$
9.2
million
and
$
3.7
million
, respectively. During the three months ended June 30, 2025 and 2024, amortization of deferred financing costs was
$
623
thousand
and
$
490
thousand
, respectively. During the six months ended June 30, 2025 and 2024, amortization of deferred financing costs was
$
1.2
million
and
$
0.9
million
, respectively. Interest expense for the six months ended June 30, 2025
includes a one-time charge of $
40
thousand for deferred financing costs expensed as a result of the execution of an amendment to the term loan agreement on January 31, 2025.
At June 30, 2025 and December 31, 2024, senior unsecured notes net unamortized deferred financing costs were approximately
$
3.0
million
and
$
3.4
million
, respectively. During the three months ended June 30, 2025 and 2024, amortization of deferred financing
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
costs was
$
163
thousand
, respectively. During the six months ended June 30, 2025 and 2024, amortization of deferred financing costs was
$
326
thousand
and
$
369
thousand
, respectively.
The Company was in compliance with all debt covenants at June 30, 2025 and December 31, 2024
.
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 receipt or 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 objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, 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 change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded on our consolidated balance sheet in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the six months ended June 30, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
As of June 30, 2025,
$
535
million
of our variable-rate debt is hedged by swaps with notional values totaling
$
535
million
. As of December 31, 2024,
$
435
million
of our variable-rate debt was hedged by swaps with notional values totaling
$
435
million
.
During the six months ended June 30, 2025
, we entered into
three
interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility.
The Company enters into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of long-term debt.
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 over the next twelve months an additional
$
5.6
million
will be reclassified to earnings as a reduction to interest expense.
Non-designated Hedges
We do not use derivatives for trading or speculative purposes. During the six months ended June 30, 2025 and 2024, we did not have any derivatives that were not designated as cash flow hedges for accounting purposes.
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 sheet.
Derivative Assets
Derivative Liabilities
Fair Value at
Fair Value at
(Dollars in thousands)
Balance Sheet Location
June 30, 2025
December 31, 2024
Balance Sheet Location
June 30, 2025
December 31, 2024
Derivatives designated as hedging instruments:
Interest rate swaps
Derivative assets
$
11,838
$
20,733
Derivative liabilities
$
5,404
$
473
Total
$
11,838
$
20,733
$
5,404
$
473
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Loss)
The table below presents the effect of our interest rate swaps on comprehensive income.
(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)
Total
Amount of
Interest Expense
Presented in the
Consolidated
Statements
of Income
Three Months Ended
June 30, 2025
$
(
3,191
)
Interest expense
$
(
2,403
)
$
(
13,081
)
Three Months Ended
June 30, 2024
3,486
Interest expense
(
3,388
)
(
12,324
)
Six Months Ended
June 30, 2025
(
9,137
)
Interest expense
(
4,726
)
(
25,812
)
Six Months Ended
June 30, 2024
12,156
Interest expense
(
6,490
)
(
24,605
)
Tabular Disclosure Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of our derivatives at June 30, 2025 and December 31, 2024
. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value.
The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
Offsetting of Derivative Assets
Gross
Amounts of
Gross
Amounts
Offset
in the
Consolidated
Net Amounts
of Assets
Presented
in the
Consolidated
Gross Amounts Not Offset in
the Consolidated Balance Sheet
(In thousands)
Recognized
Assets
Balance
Sheet
Balance
Sheet
Financial
Instruments
Cash Collateral
Received
Net Amount
June 30, 2025
$
11,838
$
—
$
11,838
$
(
3,004
)
$
—
$
8,834
December 31, 2024
20,733
—
20,733
(
350
)
—
20,383
Offsetting of Derivative Liabilities
Gross
Amounts of
Gross
Amounts
Offset
in the
Consolidated
Net Amounts
of Liabilities
Presented
in the
Consolidated
Gross Amounts Not Offset in
the Consolidated Balance Sheet
(In thousands)
Recognized
Liabilities
Balance
Sheet
Balance
Sheet
Financial
Instruments
Cash Collateral
Posted
Net Amount
June 30, 2025
$
5,404
$
—
$
5,404
$
(
3,004
)
$
—
$
2,400
December 31, 2024
473
—
473
(
350
)
—
123
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 June 30, 2025 and December 31, 2024, the fair value of derivatives in a net asset position related to these agreements was
$
6.4
million
and
$
20.3
million
, respectively. As of June 30, 2025, we have not posted any collateral related to these agreements. If we or our counterparty had breached any of these provisions at June 30, 2025, we would have been entitled to the termination value of approximately
$
6.4
million
.
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 8 – SUPPLEMENTAL DETAIL FOR CERTAIN COMPONENTS OF CONSOLIDATED BALANCE SHEETS
Other Assets
The components of other assets were as follows:
(In thousands)
June 30,
2025
December 31,
2024
Operating lease right-of-use asset
$
5,021
$
3,402
Accounts receivable
4,314
3,477
Prepaid assets
1,673
1,522
Prepaid acquisition costs and deposits
1,616
1,222
Inventories
197
221
Other
2,131
1,606
Total Other Assets
$
14,952
$
11,450
Other Liabilities
The components of other liabilities were as follows:
(In thousands)
June 30,
2025
December 31,
2024
Accrued interest expense
$
7,428
$
7,498
Operating lease liability
5,763
4,114
Accrued tenant property tax
3,408
2,505
Accrued compensation
1,901
2,752
Intangible real estate liabilities, net
887
989
Tenant deposits
791
1,015
Accounts payable
654
931
Accrued operating expenses
353
254
Other
1,450
1,720
Total Other Liabilities
$
22,635
$
21,778
NOTE 9 – 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 federal income tax on our net income that we distribute currently to our stockholders. Accordingly, no provision for federal income taxes has been included in the accompanying Consolidated Financial Statements for the six months ended June 30, 2025 related to the REIT.
Income tax expense consists of federal, state, and local income taxes incurred by FCPT’s TRS, and state and local income taxes incurred by FCPT on its lease portfolio. During the three months ended June 30, 2025 and 2024, we recorded income tax expense of
$
112
thousand
and
$
86
thousand
, respectively. During the six months ended June 30, 2025 and 2024, we recorded income tax expense of
$
175
thousand
and
$
113
thousand
, respectively.
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. During the three months ended June 30, 2025 and 2024,
$
14
thousand
and
$
20
thousand
, respectively, was recorded as a deferred tax benefit related to routine book-tax differences within income tax expense in the Consolidated Statements of Income. During the six months ended June 30, 2025 and 2024,
$
69
thousand
and
$
92
thousand
, respectively, was recorded as a deferred tax benefit within income tax expense in the Consolidated St
atements of Income.
NOTE 10 – EQUITY
Preferred Stock
At June 30, 2025 and December 31, 2024, the Company was authorized to
issue
25,000,000
shares, $
0.0001
par value per shar
e of preferred stock. There were
no
shares issued and outstanding at
June 30, 2025 and December 31, 2024.
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Common Stock
At June 30, 2025 and December 31, 2024, the Company was authorized to
issue
500,000,000
shares, $
0.0001
par value per
share of common stock. At June 30, 2025, there were
102,230,784
shares of the Company's common stock issued and outstanding.
On
March 10, 2025
, we declared a dividend of $
0.3550
per share, which was paid in
April 2025
to common stockholders of record as of
March 31, 2025
.
On
June 9, 2025
, we declared a dividend of $
0.3550
per share, which was paid in
July 2025
to common stockholders of record as of
June 30, 2025
.
Common Stock Issuance Under the At-The-Market Program
On September 17, 2024, the Company entered into a new ATM program (the "ATM program"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $
500.0
million may be offered and sold (1) by the Company to, or through, a consortium of banks acting as its sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The ATM program replaces the Company's previous $
450.0
million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in November 2022, under which the Company had sold shares of its common stock having an aggregate gross sales price of $
404.8
million through September 17, 2024. In connection with the Company’s ATM programs, 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. 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.
The following tables present the Company’s activity under its ATM programs:
Three Months Ended June 30, 2025
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
841,556
$
28.08
n/a
n/a
Physically settled forward sale agreements
2,241,232
$
28.21
$
27.66
$
61,993
Total shares sold and issued under the ATM programs
2,241,232
$
28.21
$
27.66
$
61,993
(1)
Net proceeds, after sales commissions and offering expenses
Six Months Ended June 30, 2025
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
6,108,008
$
28.27
n/a
n/a
Physically settled forward sale agreements
2,241,232
$
28.21
$
27.66
$
61,993
Total shares sold and issued under the ATM programs
2,241,232
$
28.21
$
27.66
$
61,993
(1)
Net proceeds, after sales commissions and offering expenses
Three Months Ended June 30, 2024
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
—
$
—
n/a
n/a
Physically settled forward sale agreements
—
$
—
$
—
$
—
Total shares sold and issued under the ATM programs
99,656
$
25.14
$
23.93
$
2,385
(1)
Net proceeds, after sales commissions and offering expenses
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Six Months Ended June 30, 2024
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
—
$
—
n/a
n/a
Physically settled forward sale agreements
—
$
—
$
—
$
—
Total shares sold and issued under the ATM programs
380,570
$
25.33
$
24.39
$
9,283
(1)
Net proceeds, after sales commissions and offering expenses
At June 30, 2025, the Company had outstanding forward sale agreements to sell
7,397,351
shares of common stock at a weighted average sales price of
$
28.24
before sales commission and offering expenses.
At June 30, 2025, there was
$
194.4
million
available for issuance under the ATM programs.
Noncontrolling Interest
At June 30, 2025, there were
114,559
FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the six months ended June 30, 2025, 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 i
n the partnership agreement, to require FCPT OP 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
one
-for-one basis. Prior to the redemption of OP units, the limited partners participate in net income allocations and distributions i
n a manner equivalent to the common stockholders. The redemption value of outstanding non-controlling interest OP units was
$
3.1
million
as of June 30, 2025 and December 31, 2024, respectively.
At June 30, 2025, FCPT was the owner of approximately
99.89
%
of FCPT’s OP units. The remaining
0.11
%
, or
114,559
of FCPT’s OP units were held by unaffiliated limited partners. During the three and six months ended June 30, 2025, FCPT OP distributed
$
41
thousand
and
$
81
thousand
to its unaffiliated limited partners, respectively.
Earnings Per Share
The following table presents the computation of basic and diluted net earnings per common share.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands except for shares and per share data)
2025
2024
2025
2024
Average common shares outstanding – basic
100,820,074
91,807,764
100,267,510
91,763,619
Net effect of dilutive equity awards
348,157
186,298
363,707
212,663
Average common shares outstanding – diluted
101,168,231
91,994,062
100,631,217
91,976,282
Net income available to common shareholders
$
27,924
$
24,672
$
54,080
$
48,716
Basic net earnings per share
$
0.28
$
0.27
$
0.54
$
0.53
Diluted net earnings per share
$
0.28
$
0.27
$
0.54
$
0.53
For the three months ended June 30, 2025 and 2024, the number of outstanding equity awards that were anti-dilutive totaled
480,978
and
462,388
, respectively. For the six months ended June 30, 2025 and 2024, the number of outstanding equity awards that were anti-dilutive totaled
451,616
and
436,023
, 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 three and six months ended June 30, 2025 and 2024 was
114,559
,
respectively.
NOTE 11 – STOCK-BASED COMPENSATION
On June 10, 2022, the Board of Directors of FCPT adopted, and FCPT’s stockholders approved, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Amended Plan”) to, among other things, increase the maximum number of shares of our common stock reserved for issuance under the Amended Plan by
1,500,000
shares to
3,600,000
shares.
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
At June 30, 2025,
1,081,227
shares of common stock were available for award under the Amended Plan.
The unamortized compensation cost of awards issued under the Plan totaled approximately $
12.3
million at
June 30, 2025 as shown in the following table.
Equity Compensation Costs by Award Type
(In thousands)
Restricted
Stock Units
Restricted
Stock
Awards
Performance
Stock
Awards
Total
Unrecognized compensation cost at January 1, 2025
$
1,861
$
3,129
$
3,166
$
8,156
Equity grants
2,304
4,094
2,839
9,237
Equity grant forfeitures
—
(
65
)
—
(
65
)
Change in expense from performance multiplier
—
—
(
276
)
(
276
)
Equity compensation expense
(
966
)
(
2,435
)
(
1,360
)
(
4,761
)
Unrecognized Compensation Cost at June 30, 2025
$
3,199
$
4,723
$
4,369
$
12,291
At June 30, 2025, the weighted average amortization period remaining for all of our equity awards wa
s
2.1
years.
Restricted Stock Units
RSUs have been granted at a value equal to the
five-day
average or day of closing market price of our common stock on the date of grant, and will be settled in stock at the end of their vesting periods, which range between
one
and
five years
.
At June 30, 2025 and December 31, 2024, there w
ere
290,385
and
243,685
RSUs outstanding, respectively. During the
three months ended June 30, 2025
,
29,814
RSUs were granted,
17,006
RSUs vested, and
no
RSUs were forfeited. During the
six months ended June 30, 2025
,
83,197
RSUs were granted,
36,497
RSUs vested, and
no
RSUs were forfeited. Restricti
ons on these RSUs lapse through 2030.
Restricted Stock Awards
RSAs have been granted at a value equal to the
five-day
average closing market price of our common stock on the date of grant and will be settled in stock at the end of their vesting periods, which range between
one
and
three years
.
At June 30, 2025 and December 31, 2024
, there were
229,600
and
225,582
RSAs outstanding, respectively. During the
three months ended June 30, 2025
,
705
RSAs were granted,
no
RSAs vested, and
1,050
RSAs were forfeited. During the
six months ended June 30, 2025
,
148,948
RSAs were granted and
2,554
RSAs were forfeited. There were
142,376
RSAs vested, of which
67,964
were designated for tax withholdings. Restrictions on these RSAs lapse through 2028. The Company expects all RSAs to vest.
Performance-Based Restricted Stock Awards
At June 30, 2025 and December 31, 2024, the targ
et number of PSUs that were unvested was
273,600
and
245,004
, respectively. During the
three months ended June 30, 2025
,
no
PSUs were granted,
no
shares vested, and
no
shares were forfeited. During the
six months ended June 30, 2025
, PSUs with a target number of
92,662
shares were granted and
no
shares were forfeited. During the
six months ended June 30, 2025
, PSUs with a target number of
64,066
vested with a total shareholder return of
108.4
%, resulting in the distribution of
69,451
shares.
The performance period of the unvested grants run from January 1, 2025 through December 31, 2027, January 1, 2024 through December 31, 2026, and from January 1, 2023 through December 31, 2025. Pursuant to the PSU award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial ta
rget number of shares granted multiplied by a percentage range between
0
% and
200
%. The percentage range is based on the attainment of a combination of relative shar
eholder return, total shareholder return of the Company compared to certain specified peer groups of companies, and, solely with respect to unvested grants that run January 1, 2025 to December 31, 2027, AFFO per share growth during the performance period. The fair value of the relative shareholder return and total shareholder return components of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.
The grant date fair values of the relative shareholder return and total shareholder return components of the 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 stockholder return over a
three year
performance period. For the 2025 PSU grant, the Company
used an implied volatility assumption of
21.0
% (based on historical volatility), risk free rate of
4.0
%, and a
0
% dividend yield (the mathematical equivalent to reinvesting the div
idends over the
three-year
performance period as is consistent with the terms of the PSUs). The grant date fair value of the AFFO per share growth component of the PSU award was determined using the five
-day average closing market price of our common stock. The total expense of this component of the award will change based on the estimated future performance payout.
The Company expects to rec
ognize $
4.4
million in com
pensation expense over the remaining requisite service period associated with the unvested PSU awards.
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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. The carrying value of derivative financial instruments equal fair value in accordance with U.S. GAAP. 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 assets and liabilities 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
June 30, 2025
(In thousands)
Level 1
Level 2
Level 3
Total
Assets
Derivative assets
$
—
$
11,838
$
—
$
11,838
Liabilities
Derivative liabilities
$
—
$
5,404
$
—
$
5,404
December 31, 2024
(In thousands)
Level 1
Level 2
Level 3
Total
Assets
Derivative assets
$
—
$
20,733
$
—
$
20,733
Liabilities
Derivative liabilities
$
—
$
473
$
—
$
473
Derivative Financial Instruments
Currently, we use interest rate swaps to manage our interest rate risk associated with our notes 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 are 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 at June 30, 2025 and December 31, 2024 were classified as Level 2 of the fair value hierarchy.
24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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
June 30, 2025
December 31, 2024
(In thousands)
Carrying Value
(1)
Fair Value
Carrying Value
(1)
Fair Value
Term loan due November 2025
$
—
$
—
$
150,000
$
149,913
Term loan due November 2026
100,000
100,072
100,000
100,112
Term loan due February 2027
90,000
89,924
90,000
89,902
Term loan due March 2027
85,000
85,781
85,000
86,027
Term loan due February 2028
90,000
90,626
90,000
90,744
Term loan due February 2029
225,000
224,496
—
—
Senior fixed note due December 2026
50,000
49,844
50,000
49,432
Senior fixed note due June 2027
75,000
75,058
75,000
74,248
Senior fixed note due December 2028
50,000
49,849
50,000
48,788
Senior fixed note due April 2029
50,000
46,516
50,000
45,003
Senior fixed note due June 2029
50,000
47,033
50,000
45,566
Senior fixed note due April 2030
75,000
69,550
75,000
67,137
Senior fixed note due March 2031
50,000
44,437
50,000
42,733
Senior fixed note due April 2031
50,000
44,897
50,000
43,172
Senior fixed note due March 2032
75,000
66,515
75,000
63,965
Senior fixed note due July 2033
100,000
107,916
100,000
105,308
Revolving credit facility due February 2029
—
—
5,000
4,997
(1)
Carrying values exclude deferred financing costs
The fair value of the debt (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.
NOTE 14 – SEGMENTS
During the three and six months ended June 30, 2025 and 2024
, we operated in
two
segments: real estate operations and restaurant operations. In our real estate operations, we lease 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. In our restaurant operations, we operate
seven
LongHorn Steakhouse restaurants located in the San Antonio, Texas area.
Our chief operating decision maker evaluates performance of the real estate operations based on Adjusted Funds from Operations (“AFFO”) and evaluates performance of the restaurant operations based on Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") in order to determine how to allocate resources to these segments. We define AFFO as total real estate operations segment revenues, less total segment operating expenses. We define EBITDA as total restaurant operations segment revenues less total segment operating expenses. We consider these respective measures useful because they allow investors, analysts and our management to measure our year-over-year ability to fund dividend distribution from operating activities. In order to facilitate a clear understanding of our historical consolidated operating results, AFFO and EBITDA should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Report.
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
.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents financial information for the real estate operations segment.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2025
2024
2025
2024
Revenues:
Real estate operations revenue
$
64,674
$
58,140
$
128,135
$
116,310
Segment revenue
64,674
58,140
128,135
116,310
Operating expenses:
Interest expense
12,295
11,671
24,244
23,314
Other segment items, net
(1)
7,790
7,021
15,619
14,494
AFFO
$
44,589
$
39,448
$
88,272
$
78,502
Reconciliation to Segment net income:
Depreciation and amortization
(
14,413
)
(
13,157
)
(
28,663
)
(
26,443
)
Stock-based compensation
(
2,001
)
(
1,731
)
(
4,761
)
(
3,371
)
Straight-line rent
837
1,113
1,563
2,287
Non-cash amortization of deferred financing costs
(
786
)
(
653
)
(
1,568
)
(
1,291
)
Other non-cash revenue adjustments
(
478
)
(
497
)
(
964
)
(
1,052
)
Segment Net Income
$
27,748
$
24,523
$
53,879
$
48,632
(1)
Other segment items, net includes: compensation and related expenses, external services, other operating costs, property expenses, other income, n
et, and income tax expense
The following table presents financial information for the restaurant operations segment.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2025
2024
2025
2024
Revenues:
Restaurant operations revenue
$
8,028
$
7,940
$
16,022
$
15,834
Segment revenue
8,028
7,940
16,022
15,834
Operating expenses:
Cost of goods sold
6,176
6,155
12,413
12,452
Other segment items, net
(1)
1,404
1,394
2,941
2,877
EBITDA
$
448
$
391
$
668
$
505
Reconciliation to Segment net income:
Depreciation and amortization
(
207
)
(
188
)
(
386
)
(
369
)
Income tax benefit (expense)
(
34
)
(
24
)
(
20
)
8
Segment Net Income
$
207
$
179
$
262
$
144
(1)
Other segment items, net includes: franchise fees, rent and property tax expense, and administrative expense
The following table reconciles the segment revenues to our total revenues.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2025
2024
2025
2024
Revenues:
Real estate operations revenue
$
64,674
$
58,140
$
128,135
$
116,310
Restaurant operations revenue
8,028
7,940
16,022
15,834
Other
140
399
161
802
Total Revenues
$
72,842
$
66,479
$
144,318
$
132,946
The following table reconciles the segment revenues to our net income.
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2025
2024
2025
2024
Segment net income:
Real estate operations
$
27,748
$
24,523
$
53,879
$
48,632
Restaurant operations
207
179
262
144
Net Income
$
27,955
$
24,702
$
54,141
$
48,776
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents supplemental information by segment.
Supplemental Segment Information at June 30, 2025
(In thousands)
Real Estate
Operations
Restaurant
Operations
Total
Total real estate investments
$
3,311,801
$
22,316
$
3,334,117
Accumulated depreciation
(
787,736
)
(
7,526
)
(
795,262
)
Total real estate investments, net
$
2,524,065
$
14,790
$
2,538,855
Cash and cash equivalents
$
4,707
$
1,274
$
5,981
Total assets
$
2,743,611
$
21,906
$
2,765,517
Total debt, net of deferred financing costs
$
1,202,745
$
—
$
1,202,745
Supplemental Segment Information at December 31, 2024
(In thousands)
Real Estate
Operations
Restaurant
Operations
Total
Total real estate investments
$
3,175,813
$
22,831
$
3,198,644
Accumulated depreciation
(
767,716
)
(
7,789
)
(
775,505
)
Total real estate investments, net
$
2,408,097
$
15,042
$
2,423,139
Cash and cash equivalents
$
2,985
$
1,096
$
4,081
Total assets
$
2,631,171
$
21,855
$
2,653,026
Total debt, net of deferred financing costs
$
1,137,889
$
—
$
1,137,889
Capital expenditures in our Consolidated Statements of Cash Flows relate to the real estate operations segment.
NOTE 15 – SUBSEQUENT EVENTS
The Company reviewed its subsequent events and transactions that have occurred after June 30, 2025, the date of the Consolidated Balance Sheet, through July 30, 2025, and noted the following:
Acquisitions & Disposals
The Company invested
$
25.8
million
in the acquisition of
12
net lease properties with an investment yield of approximately
6.9
%
, and approximately
8.0
years of lease term remaining. The Company funded the acquisitions with cash on hand. The Company anticipates accounting for the transactions as asset acquisitions in accordance with U.S. GAAP. There was
no
contingent liability associated with the transactions at
June 30, 2025.
27
Item 2. Managem
ent’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements contained in this Quarterly Report on Form 10-Q, 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 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. (the “Company”) 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” in our Annual Report on Form 10-K for the year ended December 31, 2024, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission.
Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K of Four Corners Property Trust, Inc. for the year ended December 31, 2024. 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.
All filings we make with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K, this and other 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. However, we use our website as a routine channel of distribution of company information, including press releases, presentations and supplemental information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings and public conference calls and webcasts. 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.
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, 2024, 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 seven LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) pursuant to franchise agreements with Darden Restaurants, Inc., (together with its consolidated subsidiaries “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 and help us gain exposure to non-restaurant retail properties 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.
During the six months ended June 30, 2025, FCPT acquired 47 properties for a total investment value of $144.3 million, including transaction costs. These properties are 100% occupied under net leases with a weighted average remaining lease term of 14.9 years.
At June 30, 2025, our lease portfolio had the following characteristics:
•
1,245 properties located in 48 states and representing an aggregate leasable area of 8.4 million square feet;
•
99.4% occupancy (based on leasable square footage);
•
An average remaining lease term of 7.2 years (weighted by annualized base rent);
•
An average annual rent escalation of 1.4% through December 31, 2030 (weighted by annualized base rent);
28
•
99.8% of the contractual base rent collected for the three months ended June 30, 2025; and
•
54% investment-grade tenancy (weighted by annualized base rent).
Analysis of Results of Operations
We operate in two segments: real estate operations and restaurant operations. The following discussion includes the results of our operations for the three and six months ended June 30, 2025 and 2024 as summarized in the table below:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)
2025
2024
2025
2024
Revenues:
Rental revenue
$
64,814
$
58,539
$
128,296
$
117,112
Restaurant revenue
8,028
7,940
16,022
15,834
Total revenues
72,842
66,479
144,318
132,946
Operating expenses:
General and administrative
6,440
6,004
14,079
12,217
Depreciation and amortization
14,620
13,345
29,049
26,812
Property expenses
3,386
2,836
6,651
5,917
Restaurant expenses
7,361
7,332
14,916
14,896
Total operating expenses
31,807
29,517
64,695
59,842
Interest expense
(13,081
)
(12,324
)
(25,812
)
(24,605
)
Other income
113
150
505
390
Income tax expense
(112
)
(86
)
(175
)
(113
)
Net income
27,955
24,702
54,141
48,776
Net income attributable to noncontrolling interest
(31
)
(30
)
(61
)
(60
)
Net Income Attributable to Common Shareholders
$
27,924
$
24,672
$
54,080
$
48,716
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Real Estate Operations
Rental Revenue
Rental revenue increased $6.3 million, or 11%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This change was due primarily to the acquisition of 113 leased properties during the year-over-year period from July 1, 2024 through June 30, 2025. During the three months ended June 30, 2025, we recognized variable lease revenue, including costs paid by the lessor and reimbursed by the lessees within rental revenue of $2.7 million as compared to $2.3 million during the three months ended June 30, 2024. 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.
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 expenses increased $0.4 million, or 7%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the three months ended June 30, 2025 was $4.4 million, compared to $4.3 million of general and administrative expense, after excluding stock-based compensation, for the three months ended June 30, 2024.
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 increased by approximately $1.3 million, or 10%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to the acquisition of 113 properties, during the year-over-year period from July 1, 2024 through June 30, 2025.
29
Property Expense
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, lease transaction costs, property-level expenses and franchise taxes. During the three months ended June 30, 2025, we recorded property expenses of $3.4 million, of which $2.7 million was reimbursed by tenants. During the three months ended June 30, 2024, we recorded property expenses of $2.8 million, of which $2.3 million was reimbursed by tenants. The increase in non-reimbursed property expenses is primarily due to abandoned deal costs and vacancy-related expenses.
Interest Expense
We incur interest expense on our $590 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $625 million of senior fixed rate notes. Interest expense increased by $0.8 million, or 6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the $75 million net increase in term loans in January 2025, which was partially offset by a reduction of interest expense due to lower utilization of the revolving credit facility.
Realized Gain on Sale, Net
During the three months ended June 30, 2025 and 2024, no properties were sold.
Income Taxes
During the three months ended June 30, 2025 and 2024, our income tax expense was $112 thousand and $86 thousand, respectively. The 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.
Restaurant Operations
Restaurant revenues increased by $88 thousand during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to higher net pricing, partially offset by less foot traffic as a result of city construction projects outside one location.
Total restaurant expenses increased by $29 thousand during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to improved staffing.
During the three months ended June 30, 2025, the Company recorded an income tax expense of $34 thousand at the Kerrow Restaurant Operating Business, compared to an income tax expense of $24 thousand for the three months ended June 30, 2024, primarily due to routine book to tax differences.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Real Estate Operations
Rental Revenue
Rental revenue increased $11.2 million, or 10%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This change was due primarily to the acquisition of 113 leased properties during the year-over-year period from July 1, 2024 through June 30, 2025. During the six months ended June 30, 2025, we recognized variable lease revenue, including costs paid by the lessor and reimbursed by the lessees, within rental revenue of $5.5 million as compared to $5.0 million during the six months ended June 30, 2024. 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.
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 expenses increased $1.9 million, or 15%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase in stock-based compensation expense. General and administrative expense, after excluding stock-based compensation, for the six months ended June 30, 2025 was $9.3 million, compared to $8.8 million of general and administrative expense, after excluding stock-based compensation, for the six months ended June 30, 2024.
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 increased by approximately $2.2 million, or 8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to the acquisition of 113 properties, during the year-over-year period from July 1, 2024 through June 30, 2025.
30
Property Expense
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, lease transaction costs, property-level expenses and franchise taxes. During the six months ended June 30, 2025, we recorded property expenses of $6.7 million, of which $5.5 million was reimbursed by tenants. During the six months ended June 30, 2024, we recorded property expenses of $5.9 million, of which $5.0 million was reimbursed by tenants. The increase in non-reimbursed property expenses is primarily due to abandoned deal costs and vacancy-related expenses.
Interest Expense
We incur interest expense on our $590 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $625 million of senior fixed rate notes. Interest expense increased by $1.2 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the issuance of the additional $85 million in term loans in March 2024 and the net increase in term loans in January 2025, which was partially offset by a reduction of interest expense due to the repayment of the $50 million senior unsecured fixed rate note in March 2024 and lower utilization of the revolving credit facility.
Realized Gain on Sale, Net
During the six months ended June 30, 2025 and 2024, no properties were sold.
Income Taxes
During the six months ended June 30, 2025 and 2024, our income tax expense was $175 thousand and $113 thousand, respectively. The 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.
Restaurant Operations
Restaurant revenues increased by $188 thousand, or 1%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to higher net pricing, partially offset by less foot traffic as a result of city construction projects outside one location.
Total restaurant expenses increased by $20 thousand during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to improved staffing.
During the six months ended June 30, 2025, the Company recorded an income tax expense of $20 thousand at the Kerrow Restaurant Operating Business, compared to an income tax benefit of $8 thousand for the six months ended June 30, 2024, primarily due to routine book to tax differences.
Critical Accounting Policies and Estimates
The preparation of FCPT’s Consolidated Financial Statements in conformance with U.S. GAAP 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. A summary of FCPT’s critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2024 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.” Management believes those critical accounting policies, among others, affect our more significant estimates and assumptions used in the preparation of our Consolidated Financial Statements.
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 - Summary of Significant Accounting Policies
of our Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Financial Condition
At June 30, 2025, we had $6.0 million of cash and cash equivalents and $350 million of borrowing capacity under our revolving credit facility, which expires on February 1, 2029, subject to our ability to extend the term for two additional six-month periods to February 1, 2030. The revolving credit facility provides for a letter of credit sub-limit of $25 million. See
Note 6 - Debt, Net of Deferred Financing Costs
included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. As of June 30, 2025, we had no outstanding borrowings under the revolving credit facility. At June 30, 2025, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 3.88%.
31
On January 31, 2025, the Company and its subsidiary, FCPT OP, entered into a Fourth Amended and Restated Revolving Credit and Term Loan Agreement with a group of existing lenders (the “Credit Agreement”), which amended and restated in its entirety an existing Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 25, 2022 (the "Prior Credit Agreement"). Prior to entering into the Credit Agreement, certain amounts outstanding under the term loan facility pursuant to the Prior Credit Agreement were scheduled to mature as follows: $150 million principal amount outstanding was scheduled to mature on November 9, 2025, $100 million principal amount outstanding was scheduled to mature on November 9, 2026, $90 million principal amount outstanding was scheduled to mature on January 9, 2027, $85 million principal amount outstanding was scheduled to mature on March 14, 2027, and $90 million principal amount outstanding was scheduled to mature on January 9, 2028.
The Credit Agreement provides for borrowings up to $940 million, consisting of (1) a revolving credit facility in an aggregate principal amount of $350 million and term loans in an aggregate principal amount of $590 million comprised of (i) a $100 million term loan with a maturity date of November 9, 2026 (the "Term Loan A-2 Facility"), (ii) a $90 million term loan with a maturity date of February 1, 2027, (iii) an $85 million term loan with a maturity date of March 14, 2027 (the "Term Loan A-5 Facility"), (iv) a $90 million term loan with a maturity date of February 1, 2028, and (v) a $225 million term loan with a maturity date of February 1, 2029 (the "Term Loan A-1 Facility"). No amortization payments are required on the term loan prior to the maturity date. FCPT OP has the option to extend the maturity date of the revolving credit facility for up to two six month periods, subject to the payment of an extension fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitment. FCPT OP has the option to extend the maturity date of each of the Term Loan A-1 Facility and the Term Loan A-2 Facility by one year, subject to the payment of an extension fee of 0.125% on the then-outstanding principal amount of term loans under the Term Loan A-1 Facility and the Term Loan A-2 Facility, as applicable. FCPT OP has the option to extend the maturity date of the Term Loan A-5 Facility by one year, subject to the payment of an extension fee of 0.15% on the then-outstanding principal amount of term loans under the Term Loan A-5 Facility. The Credit Agreement is a syndicated credit facility that contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which SOFR rate election is in effect.
Loans under the Credit Agreement accrue interest at a per annum rate equal to a SOFR rate plus a margin of 0.85% to 1.00%. The margin is based on the highest applicable credit rating on its senior, unsecured, long-term indebtedness. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. A facility fee at a rate of 0.20% per annum applies to the total revolving commitments available under the Credit Agreement.
The Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
We reviewed the term loan and revolving debt arrangements by lender and accounted for the term loan and revolving credit facility amendment in accordance with U.S. GAAP. This resulted in the capitalization of $6.7 million in new lender fees and third party costs, which will be amortized over the life of the new loans; $120 thousand in third-party fees were recorded to general and administrative expense. Where there were decreases in principal, $40 thousand of unamortized deferred financing costs were written off and recorded as interest expense. The remaining $3.5 million of original unamortized deferred financing costs will be amortized over the life of the new loans.
32
We have entered into the following interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility. These hedging agreements were entered into to mitigate the interest rate risk inherent in FCPT OP’s variable rate debt and not for trading purposes. These swaps are accounted for as cash flow hedges with all interest income and expense recorded as a component of net income and other valuation changes recorded as a component of other comprehensive income.
Product
Notional Amount
($ in thousands)
Effective Date
Maturity Date
Fixed Rate to Pay
Variable Rate to Receive
Swap
$
50,000
10/25/2022
11/9/2025
0.44%
Daily Simple SOFR + 10 bps
Swap
25,000
11/9/2022
11/9/2025
2.70%
Daily Simple SOFR + 10 bps
Swap
25,000
3/9/2023
11/9/2026
4.12%
Daily Simple SOFR + 10 bps
Swap
150,000
11/9/2023
11/9/2025
0.82%
Daily Simple SOFR + 10 bps
Swap
25,000
11/9/2023
11/9/2026
3.65%
Daily Simple SOFR + 10 bps
Swap
25,000
11/9/2023
11/9/2028
4.25%
Daily Simple SOFR + 10 bps
Swap
25,000
11/13/2023
11/9/2028
4.42%
Daily Simple SOFR + 10 bps
Swap
25,000
4/9/2024
4/9/2029
4.04%
Daily Simple SOFR + 10 bps
Swap
30,000
4/9/2024
4/9/2029
3.91%
Daily Simple SOFR + 10 bps
Swap
30,000
4/9/2024
4/9/2029
3.88%
Daily Simple SOFR + 10 bps
Swap
25,000
11/9/2024
11/9/2029
3.97%
Daily Simple SOFR + 10 bps
Swap
25,000
1/31/2025
1/31/2030
3.81%
Daily Simple SOFR + 10 bps
Swap
25,000
1/31/2025
1/31/2030
3.80%
Daily Simple SOFR + 10 bps
Swap
25,000
1/31/2025
1/31/2030
3.09%
Daily Simple SOFR + 10 bps
Swap
(1)
25,000
3/19/2025
3/9/2030
3.79%
Daily Simple SOFR + 10 bps
Swap
50,000
11/10/2025
11/9/2027
1.48%
Daily Simple SOFR + 10 bps
Swap
50,000
11/10/2025
11/9/2027
1.54%
Daily Simple SOFR + 10 bps
Swap
25,000
11/10/2025
11/9/2028
2.25%
1 month Term SOFR
Swap
50,000
11/10/2025
11/9/2028
1.49%
Daily Simple SOFR + 10 bps
Swap
50,000
11/10/2025
11/9/2028
2.02%
Daily Simple SOFR + 10 bps
Swap
(1)
25,000
11/9/2026
11/9/2030
3.75%
Daily Simple SOFR + 10 bps
Swap
(1)
25,000
11/9/2026
11/9/2031
3.87%
Daily Simple SOFR + 10 bps
(1)
During the first six months of 2025, we entered into these interest rate swaps to hedge the interest rate variability associated with the term loan portion of our credit facility
The Company also enters into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of debt.
The Company has issued the following $625 million of senior unsecured fixed rate notes in private placements pursuant to note purchase agreements with the various purchasers.
Maturity
Interest
Outstanding Balance
($ in thousands)
Date
Rate
June 30, 2025
Notes Payable:
Senior unsecured fixed rate note, issued December 2018
Dec 2026
4.63
%
$
50,000
Senior unsecured fixed rate note, issued June 2017
Jun 2027
4.93
%
75,000
Senior unsecured fixed rate note, issued December 2018
Dec 2028
4.76
%
50,000
Senior unsecured fixed rate note, issued April 2021
Apr 2029
2.74
%
50,000
Senior unsecured fixed rate note, issued March 2020
Jun 2029
3.15
%
50,000
Senior unsecured fixed rate note, issued March 2020
Apr 2030
3.20
%
75,000
Senior unsecured fixed rate note, issued March 2022
Mar 2031
3.09
%
50,000
Senior unsecured fixed rate note, issued April 2021
Apr 2031
2.99
%
50,000
Senior unsecured fixed rate note, issued March 2022
Mar 2032
3.11
%
75,000
Senior unsecured fixed rate note, issued July 2023
Jul 2033
6.44
%
100,000
Total Senior Unsecured Fixed Rate Notes
$
625,000
Capital Resources and 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,
33
re-leasing costs and cash distributions to common shareholders, primarily through cash provided by operating activities. We expect to fund acquisitions, investments, and other capital expenditures, from borrowings under our $350 million revolving credit facility and equity securities. At times the Company may evaluate opportunities to sell certain assets and redeploy the capital into new properties.
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 September 17, 2024, the Company terminated the prior ATM program (as defined below) and entered into a new ATM program (the "ATM program"), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $500.0 million may be offered and sold (1) by the Company to, or through, a consortium of banks acting as its sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The ATM program replaces the Company's previous $450.0 million ATM program (the "prior ATM program" and, together with the ATM program, the "ATM programs"), which was established in November 2022, under which the Company had sold shares of its common stock having an aggregate gross sales price of $404.8 million through September 17, 2024. In connection with the Company’s ATM programs, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.
We currently expect to fully physically settle any future forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.
During the three and six months ended June 30, 2025, the Company had the following activity under its ATM program, the net proceeds of which were employed to fund acquisitions and for general corporate purposes.
Three Months Ended June 30, 2025
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
841,556
$
28.08
n/a
n/a
Physically settled forward sale agreements
2,241,232
$
28.21
$
27.66
$
61,993
Total shares sold and issued under the ATM programs
2,241,232
$
28.21
$
27.66
$
61,993
(1)
Net proceeds, after sales commissions and offering expenses
Six Months Ended June 30, 2025
Shares
Gross Wtd Avg Sales Price
Net Wtd Avg Sales Price
Net Proceeds
(1)
($ in thousands)
Executed forward sale agreements
6,108,008
$
28.27
n/a
n/a
Physically settled forward sale agreements
2,241,232
$
28.21
$
27.66
$
61,993
Total shares sold and issued under the ATM programs
2,241,232
$
28.21
$
27.66
$
61,993
(1)
Net proceeds, after sales commissions and offering expenses
At June 30, 2025, the Company had outstanding forward sale agreements to sell 7,397,351 shares of common stock at a weighted average sales price of $28.24 before sales commission and offering expenses.
At June 30, 2025, there was $194.4 million available for issuance under the ATM programs.
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
34
uses of capital will be for property and other asset acquisitions, the funding of tenant improvements, 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.
Supplemental Financial Measures
The following table presents a reconciliation of U.S. GAAP net income to National Association of Real Estate Investment Trusts (“NAREIT”) funds from operations (“FFO”) and adjusted funds from operations (“AFFO”).
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except share and per share data)
2025
2024
2025
2024
Net income
$
27,955
$
24,702
$
54,141
$
48,776
Depreciation and amortization on real estate investments
14,582
13,309
28,974
26,740
FFO (as defined by NAREIT)
$
42,537
$
38,011
$
83,115
$
75,516
Straight-line rent
(837
)
(1,113
)
(1,563
)
(2,287
)
Deferred income tax benefit
(1)
(14
)
(20
)
(69
)
(92
)
Stock-based compensation
2,001
1,731
4,761
3,371
Non-cash amortization of deferred financing costs
786
653
1,568
1,291
Non-real estate investment depreciation
38
36
75
72
Other non-cash revenue adjustments
478
497
964
1,052
Adjusted Funds from Operations (AFFO)
$
44,989
$
39,795
$
88,851
$
78,923
Weighted average fully diluted shares outstanding
(2)
101,282,790
92,108,621
100,745,776
92,090,841
FFO per diluted share
$
0.42
$
0.41
$
0.82
$
0.82
AFFO per diluted share
$
0.44
$
0.43
$
0.88
$
0.86
(1)
Amount represents non-cash deferred income tax benefit recognized in the three and six months ended June 30, 2025 and 2024 for income tax benefit at the Kerrow Restaurant Business.
(2)
Assumes the issuance of common shares for OP units held by non-controlling partners.
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 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
35
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 the following items to the extent present in the applicable period:
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.
Non-cash expense (income) adjustments related to deferred tax benefits
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.
Item 3. Quantitative a
nd Qualitative Disclosures About Market Risk.
Information concerning market risk is incorporated herein by reference to Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented by the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 1A titled “Risk Factors.” Other than the developments described thereunder, including changes in the fair values of our assets, there have been no other material changes in our quantitative or qualitative exposure to market risk since December 31, 2024.
Item 4. Contr
ols and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the second quarter of 2025, there have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
36
PART II. OTHER INFORMATION
Item
1. Legal Proceedings.
In the ordinary course of our business, we are party to various claims and legal actions 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 1A.
Risk Factors.
There have been no material changes to the risk factors as disclosed in Part I, Item 1A. “
Risk Factors
” beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregist
ered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upo
n Senior Securities.
None.
Item 4. Mi
ne Safety Disclosures.
Not Applicable.
Item 5. Other
Information.
a.
None.
b.
None.
c.
During the three months ended June 30, 2025
, no director or officer of the Company
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.
37
Item 6. Exhib
its.
The exhibits issued in the accompanying Index to Exhibits are filed as part of this Form 10-Q and incorporated herein by reference.
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover page formatted as Inline XBRL and contained in Exhibit 101
* Filed herewith
38
SIG
NATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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