EQUITY

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

EQUITY

NOTE 10 – EQUITY

Preferred Stock

At June 30, 2024 and December 31, 2023, the Company was authorized to issue 25,000,000 shares, $0.0001 par value per share of preferred stock. There were no shares issued and outstanding at June 30, 2024 and December 31, 2023.

Common Stock

At June 30, 2024 and December 31, 2023, the Company was authorized to issue 500,000,000 shares, $0.0001 par value per share of common stock. At June 30, 2024, there were 92,102,202 shares of the Company's common stock issued and outstanding.

On March 11, 2024, we declared a dividend of $0.3450 per share, which was paid in April 2024 to common stockholders of record as of March 28, 2024.

On June 11, 2024, we declared a dividend of $0.3450 per share, which was paid in July 2024 to common stockholders of record as of June 28, 2024.

Common Stock Issuance Under the At-The-Market Program

In November 2022, the Company entered into its ATM program (the “current ATM program”), pursuant to which shares of the Company’s common stock having an aggregate gross sales price of up to $450.0 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. In connection with the Company’s current ATM program, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock. 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 Company did not execute or settle forward sale agreements during the six months ended June 30, 2024.

During the three months ended June 30, 2024, the Company issued 99,656 shares under the current ATM program at a weighted average share price of $23.93 for net proceeds of $2.4 million. During the six months ended June 30, 2024, the Company issued 380,570 shares under the current ATM program at a weighted average share price of $24.39 for net proceeds of $9.3 million.

During the six months ended June 30, 2023, the Company executed forward sale agreements with financial institutions acting as forward purchasers under the current ATM program to sell 1,907,946 shares of common stock at a weighted average sales price of $27.73 per share before sales commissions and offering expenses. During the three months ended June 30, 2023, the Company physically settled its forward sale agreements and issued 4,113,788 shares at a weighted average share price of $26.81 for net proceeds of $110.3 million. During the six months ended June 30, 2023, the Company physically settled its forward sale agreements and issued 4,437,970 shares at a weighted average share price of $26.88 for net proceeds of $119.3 million.

During the three months ended June 30, 2023, the Company issued 4,463,788 shares under the current ATM program, including physically settled forward sale agreements, at a weighted average share price of $26.72 for net proceeds of $119.3 million. During the six months ended June 30, 2023, the Company issued 4,787,970 shares under the current ATM program, including physically settled forward sale agreements, at a weighted average share price of $26.79 for net proceeds of $128.3 million.

At June 30, 2024, there was $235.8 million available for issuance under the current ATM program.

Noncontrolling Interest

At June 30, 2024, there were 114,559 FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the six months ended June 30, 2024, FCPT OP did not issue any OP units for consideration in real estate transactions. Generally, OP units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require 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 in a manner equivalent to the common stockholders. The redemption value of outstanding non-controlling interest OP units was $2.8 million and $2.9 million as of June 30, 2024 and December 31, 2023, respectively.

At June 30, 2024, FCPT was the owner of approximately 99.88% of FCPT’s OP units. The remaining 0.12%, or 114,559 of FCPT’s OP units were held by unaffiliated limited partners. During the three and six months ended June 30, 2024, FCPT OP distributed $39 thousand and $79 thousand, respectively, to its unaffiliated limited partners.

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)	2024		2023		2024		2023
Average common shares outstanding – basic		91,807,764		87,366,335		91,763,619		86,604,202
Net effect of dilutive equity awards		186,298		189,676		212,663		220,948
Average common shares outstanding – diluted		91,994,062		87,556,011		91,976,282		86,825,150
Net income available to common shareholders	$	24,672	$	23,625	$	48,716	$	46,749
Basic net earnings per share	$	0.27	$	0.27	$	0.53	$	0.54
Diluted net earnings per share	$	0.27	$	0.27	$	0.53	$	0.54

For the three months ended June 30, 2024 and 2023, the number of outstanding equity awards that were anti-dilutive totaled 462,388 and 385,728, respectively. For the six months ended June 30, 2024 and 2023, the number of outstanding equity awards that were anti-dilutive totaled 436,023 and 354,456, 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, 2024 and 2023 was 114,559 and 114,559, respectively.