STOCKHOLDERS’ EQUITY

Preferred Stock

At June 30, 2017 and December 31, 2016, 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, 2017 or December 31, 2016.

Common Stock

At June 30, 2017 and December 31, 2016, the Company was authorized to issue 500,000,000 shares, $0.0001 par value per share, of common stock.

In March 2017, we declared a dividend of $0.2425 per share, which was paid in April 2017 to common stockholders of record as of March 31, 2017. In June 2017, we declared a dividend of $0.2425 per share, which was paid in July 2017 to common stockholders of record as of June 30, 2017.

At June 30, 2017, there were 61,193,753 shares of the Company's common stock issued and outstanding.

Common Stock Issuance Under the At-The-Market Program

In December 2016, the Company established an “At-the-Market” (“ATM”) equity issuance program under which the Company may, at its discretion, issue and sell its common stock with a sales value of up to a maximum of $150.0 million through ATM offerings on the New York Stock Exchange through broker-dealers. During the six months ended June 30, 2017, we sold 1,216,992 shares under the ATM program at a weighted-average selling price of $24.12 per share, for net proceeds of approximately $28.9 million (after issuance costs). At June 30, 2017 there was $120.0 million available for issuance under the ATM program.

Noncontrolling Interest

At June 30, 2017, there were 409,320 OP units outstanding held by third parties. During the six months ended June 30, 2017, FCPT OP issued 174,576 OP units as partial consideration for the acquisitions of four properties and redeemed 40,000 OP units for cash consideration of $988 thousand at a 10-day share price preceding average of $24.71 to an unaffiliated limited partner. Generally, common OP Units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Prior to the redemption of units, the limited partners participate in net income allocations and distributions. The redemption value of outstanding non-controlling interest OP units was $10.4 million and $5.5 million as of June 30, 2017 and December 31, 2016, respectively.

At June 30, 2017, FCPT is the owner of approximately 99.34% of FCPT’s OP units. The remaining 0.66%, or 409,320, of FCPT’s OP units are held by unaffiliated limited partners. During the six months ended June 30, 2017, FCPT OP distributed $249 thousand to limited partners.

Earnings Per Share

The following table presents the computation of basic and diluted net earnings per common share for the three months ended June 30, 2017 and 2016.



	Three Months Ended June 30,
(In thousands except for per share data)	2017		2016
Average common shares outstanding – basic	60,320		59,830
Net effect of dilutive equity awards	111		14
Average common shares outstanding – diluted	60,431		59,844
Net income available to common shareholders	$	18,313	$	14,801
Basic net earnings per share	$	0.30	$	0.25
Diluted net earnings per share	$	0.30	$	0.25

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 months ended June 30, 2017 were 440,089.

The following table presents the computation of basic and diluted net earnings per common share for the six months ended June 30, 2017 and 2016.



	Six Months Ended June 30,
(In thousands except for per share data)	2017		2016
Average common shares outstanding – basic	60,125		54,103
Net effect of dilutive equity awards	90		6
Net effect of shares issued with respect to Pre-Spin Dividend	—		5,163
Average common shares outstanding – diluted	60,215		59,272
Net income available to common shareholders	$	33,836	$	109,085
Basic net earnings per share	$	0.56	$	2.02
Diluted net earnings per share	$	0.56	$	1.84

For the three months ended June 30, 2017 and 2016, the number of outstanding equity awards that were anti-dilutive totaled 305,221 and 232,968, respectively. For the six months ended June 30, 2017 and 2016, the number of outstanding equity awards that were anti-dilutive totaled 272,269 and 201,190, respectively.