10-K

Four Corners Property Trust, Inc. (FCPT)

10-K 2020-02-27 For: 2019-12-31
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Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________________________________________

FORM 10-K

___________________________________________

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       For the fiscal year ended December 31, 2019

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) (IRS Employer Identification No.) 591 Redwood Highway, Suite 1150, Mill Valley, CA 94941
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(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 965-8030

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value per share FCPT New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☒  No ☐

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   Yes ☐  No ☒

Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒   No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).   Yes ☒   No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☒         Non-accelerated filer ☐    Emerging growth company ☐

Accelerated filer ☐          Smaller reporting company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes ☐   No ☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately:

$1,857,193,397

.

Number of shares of Common Stock, par value $0.0001, outstanding as of February 25, 2020:

70,184,797

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than April 30, 2020 are incorporated by reference into Part III of this Report.


FOUR CORNERS PROPERTY TRUST, INC.

FORM 10 - K

YEAR ENDED DECEMBER 31, 2019

TABLE OF CONTENTS

Page
Part 1
Item 1. Business 1
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 27
Item 2. Properties 27
Item 3. Legal Proceedings 27
Item 4. Mine Safety Disclosure 27
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28
Item 6. Selected Financial Data 30
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 43
Item 8. Financial Statements and Supplementary Data 44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 44
Item 9A. Controls and Procedures 44
Item 9B. Other Information 44
Part III
Item 10. Directors, Executive Officers and Corporate Governance 45
Item 11. Executive Compensation 45
Item 12. Security Ownership of Certain Owners and Management and Related Stockholder Matters 45
Item 13. Certain Relationships and Related Transactions, and Director Independence 45
Item 14. Principal Accounting Fees and Services 45
Part IV
Item 15. Exhibits, Financial Statement Schedules 46
Item 16. Form 10-K Summary 47
Signatures

PART I

Forward-Looking Statements

Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in “Item 1A. Risk Factors.” of this Annual Report on Form 10-K.

Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K.

Item 1. Business.

Unless the context indicates otherwise, all references to “FCPT,” the “Company,” “we,” “our” or “us” include Four Corners Property Trust, Inc. and all of its consolidated subsidiaries.

History

We were incorporated as a Maryland corporation on July 2, 2015 as a wholly owned indirect subsidiary of Darden Restaurants, Inc. (together with its consolidated subsidiaries “Darden”), for the purpose of owning, acquiring and leasing properties on a net basis, for use in the restaurant and related food service industries. On November 9, 2015, Darden completed a spin-off of FCPT pursuant to which Darden contributed to us (i) 100% of the equity interest in entities that owned 418 properties in which Darden operates Olive Garden, LongHorn Steakhouse and other branded restaurants (the “Properties” or “Property”) and (ii) six LongHorn Steakhouse restaurants, including the properties or interests associated with such restaurants, located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”). In exchange, we issued to Darden all of our common stock and paid to Darden $315.0 million in cash. Subsequently, Darden distributed all of our outstanding shares of common stock pro rata to holders of Darden common stock whereby each Darden shareholder received one share of our common stock for every three shares of Darden common stock held at the close of business on the record date as well as cash in lieu of any fractional shares of our common stock which they would have otherwise received (the “Spin-Off”).

Business Overview

We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and retail industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2019, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating the Kerrow Restaurant Operating Business pursuant to franchise agreements with Darden.

In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing portfolio. We expect this acquisition strategy will decrease our reliance on Darden over time.

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We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.

In 2019, FCPT engaged in various real estate transactions for a total investment of $205.2 million, including capitalized transaction costs. Pursuant to these transactions, we acquired an additional 90 properties and ground leasehold interests, aggregating 494 thousand square feet, and representing 41 unique brands.

As of December 31, 2019, our lease portfolio had the following characteristics:

699 free-standing properties located in 46 states and representing an aggregate leasable area of 4.6 million square feet;
99.7% occupancy (based on leasable square footage);
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An average remaining lease term of 11.1 years (weighted by annualized base rent);
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An average annual rent escalation of 1.5% through December 31, 2029 (weighted by annualized base rent); and
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72% investment-grade tenancy (weighted by annualized base rent).
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Segments

We operate in two segments, real estate operations and restaurant operations. Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed.

Our real estate operations segment consists of rental revenues primarily generated by leasing restaurant and retail properties to tenants through net lease arrangements under which the tenant is primarily responsible for ongoing costs relating to the properties. Our real estate operations segment also includes expenses associated with continuing efforts to invest in additional restaurant and retail properties and our corporate operating expenses.

Our restaurant operations segment is conducted through a taxable REIT subsidiary (“TRS”) and consists of our Kerrow Restaurant Operating Business. The associated sales revenues, restaurant expenses and overhead on Kerrow Restaurant Operating Business’s six buildings and equipment comprise our restaurant operations.

Our shares of common stock are listed on the New York Stock Exchange under the ticker symbol “FCPT”.

Our executive offices are located at 591 Redwood Highway, Suite 1150, Mill Valley, California 94941, and our telephone number is (415) 965-8030.

Our Business Objectives and Strategy

Our primary goal is to create long-term stockholder value by executing our investment objectives to maximize the value of our assets, to acquire assets with growth and diversification opportunities due to favorable lease structures and attractive submarket demographics, to actively manage our existing portfolio, and to provide attractive and growing quarterly cash dividends. We do not currently have a fixed schedule of the number of acquisitions we intend to make over a particular time period, but rather, we intend to pursue those acquisitions that meet our investing and financing objectives where we can earn a return above our weighted-average cost of capital adjusted to reflect counterparty risk.

The key components of our business strategy, beyond managing our properties in accordance with our leases, include:

Investment Strategy

Acquire Additional Restaurant and Retail Properties: Our investment strategy is primarily to acquire restaurant and retail properties that are occupied at well-located sites by nationally recognized brands with quality operators subject to long-term net leases. These acquisitions may take many forms including, sale-leaseback transactions, one-off acquisitions or acquisitions of portfolios of properties from other REITs, and other public and private real estate owners. We will employ a disciplined, opportunistic acquisition strategy and price transactions appropriately based on, among other things, the mix of assets acquired, length and terms of the lease, location and submarket attractiveness, and the credit worthiness of the existing tenant.

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Acquire Additional Outparcel Properties: We plan to continue to seek out opportunities to leverage our experience in past transactions and acquire additional outparcel properties from mall and shopping center companies, providing the mall and shopping center companies with capital to expand or reinvest into their existing operations.

Increase Diversity of Portfolio: We seek to develop a diverse asset portfolio as we continue to expand. As of December 31, 2019, properties in our leasing portfolio were located in 46 different states across the continental United States, comprised of 58 unique tenant brands, and our properties in only two states, Texas and Florida, individually accounted for more than 10% of our total revenue with 12.5% and 10.8% of our total revenue, respectively. Additionally, by virtue of its large scale, we believe that the U.S. restaurant industry offers a sizable pool of attractive property acquisition targets across different types of restaurant properties, including quick service, take-out, casual dining, fast casual, and fine dining, to enable diversified growth for us and, in doing so, reduce our concentration with Darden.

Operating Strategy

Long-Term, Net Lease Structure: We intend to hold our properties for long-term investment. Our properties are leased to our tenants on a net lease basis with a weighted average remaining lease term of approximately 11.1 years before any renewals and an average annual rent escalation of 1.5% through December 31, 2029 (weighted by annualized base rent), thereby providing a long-term, stable income stream. Under the leases, the tenant is responsible for maintaining the properties in accordance with prudent industry practice and in compliance with all federal and state standards. The maintenance responsibilities include, among others, maintaining the building, building systems including roofing systems and other improvements. In addition to maintenance requirements, the tenant is also generally responsible for insurance required to be carried under the leases, taxes levied on or with respect to the properties, payment of common area maintenance charges and all utilities and other services necessary or appropriate for the properties and the business conducted on the properties. At the option of the tenant, the leases will generally allow extensions for a certain number of multi-year renewal terms beyond the initial term and the tenant can elect which of the properties then subject to the leases to renew. The number and duration of the renewal terms for any given property may vary, however, based on the initial term of the relevant lease and other factors.

Re-lease Properties: Over time we will face re-tenanting risk and opportunity. If our tenants elect to cease operations at any of our properties, we will need to find a replacement tenant at the end of the lease term or earlier if a tenant abandons one of our properties prior to the end of the lease term. We plan to use leasing expertise and relationships developed through our national operations to replace tenants under any expiring or abandoned leases.

Operate the Kerrow Restaurant Operating Business: We operate the Kerrow Restaurant Operating Business through Kerrow Holdings, LLC (“Kerrow”). Although we intend to derive the majority of our revenue from leasing properties on a net basis to restaurant and retail operators, the Kerrow Restaurant Operating Business will provide us with a diversified revenue stream and equip us with the expertise to better analyze other restaurant properties that could serve as expansion opportunities.

Financing Strategy

Maintain Balance Sheet Strength and Liquidity: We intend to maintain a capital structure that provides the resources and financial flexibility to support the growth of our business. Our principal sources of liquidity will be our cash generated through operations, our revolving credit facility which has an undrawn capacity as of December 31, 2019 of $198 million, our ability to access the public equity markets, and our ability to access bank and private placement debt markets. Through disciplined capital spending and working capital management, we intend to maximize our cash flows and maintain our targeted balance sheet and leverage ratios.

Investment and Financing Policies

Our investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our assets and acquire assets with cash flow growth potential. We intend to continue to invest primarily in restaurant properties. However, over time, we believe we have the potential to diversify into other retail property types beyond the restaurant industry.

We expect that future investments in properties, including any improvements or renovations of currently owned or newly-acquired restaurant properties, will be financed, in whole or in part, with cash flow from our operations, borrowings under our $250 million revolving credit facility, or the proceeds from issuances of common stock, preferred stock, debt or other securities.

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Our investment and financing policies and objectives are subject to change periodically at the discretion of our Board of Directors without a vote of stockholders. We also have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. In November 2019, the Company renewed its “At-the-Market” (“ATM”) program under which it can sell common stock with an aggregate value of up to $210 million through broker-dealers. In January 2017, we achieved an investment grade rating of BBB- from Fitch Ratings.

Flexible UPREIT Structure

We operate in what is commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held through FCPT OP. It is managed by FCPT GP, which accordingly controls the management and decisions of FCPT OP. Conducting business through FCPT OP allows us flexibility in the manner in which we structure and acquire properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers in exchange for limited partnership units in FCPT OP. As a result, this structure potentially may facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell to us.

Our Portfolio

At December 31, 2019, our investment portfolio included 705 properties, all within the continental United States. Of these properties, 699 were held for investment, with an aggregate leasable area of approximately 4.6 million square feet, were located in 46 states, and had a weighted average remaining lease term of 11.1 years before any lease renewals. The remaining six properties, representing the Kerrow Restaurant Operating Business, are operated by Kerrow subject to franchise agreements with Darden (“Franchise Agreements”). Two of these restaurants are subject to ground leases to third parties.

The following table summarizes the rental properties by brand as of December 31, 2019:

Brand Number of FCPT Properties and Leasehold Interests Total Square Feet (000s) Annual Cash Base Rent (000s) % Total Cash Base Rent^(1)^ Avg. Rent Per Square Foot () Tenant EBITDAR Coverage ^(2)^ Lease Term Remaining (Yrs) ^(3)^
Olive Garden 304 2,593 53.2 % 5.4x 10.7
Longhorn Steakhouse 109 608 20,471 14.7 % 34 4.6x 9.6
Other Brands - non-Darden 273 1,313 40,606 29.1 % 31 3.1x 12.9
Other Brands - Darden 13 120 4,167 3.0 % 35 3.9x 8.9
Total 699 4,634 100.0 % 4.7x 11.1

All values are in US Dollars.

(1)^^ Current scheduled minimum contractual rent as of December 31, 2019.
(2) EBITDAR Coverage is calculated by dividing our tenants estimated trailing 12-month EBITDAR by annual contractual cash rent paid to FCPT. EBITDAR is defined as earnings before interest, income taxes, depreciation, amortization, and rent. EBITDAR is derived from the most recent data from tenants who disclose this information, representing approximately 90% of our run-rate rental income. FCPT does not independently verify financial information provided by its tenants.
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(3) Lease term remaining is defined as the lease term weighted by the annual cash base rent.
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The following table summarizes the diversification of FCPT’s lease portfolio by state as of December 31, 2019:

State # of Leases % of Annual Base Rent
Texas 72 12.5%
Florida 63 10.8%
Ohio 50 6.9%
Georgia 43 6.3%
Michigan 38 4.3%
Tennessee 28 3.6%
Indiana 42 4.0%
Illinois 32 3.4%
Pennsylvania 19 3.0%
California 14 2.8%
North Carolina 18 2.6%
Virginia 19 2.4%
Mississippi 18 2.4%
Maryland 16 2.2%
South Carolina 14 2.1%
Colorado 20 2.2%
New York 13 2.0%
Iowa 22 2.3%
Wisconsin 18 2.0%
Alabama 15 1.7%
Kentucky 11 1.7%
Arizona 11 1.7%
Minnesota 9 1.6%
Nevada 8 1.6%
Oklahoma 10 1.7%
Louisiana 9 1.5%
West Virginia 6 1.1%
Missouri 8 1.2%
Kansas 5 1.0%
17 other states (none greater than 1%) 51 7.7%
Total 702 100.0%

Leases with Darden

The estimated annual cash rent based on current rates for the leases in place with Darden is approximately $98.8 million, with average annual rent escalations of 1.5% through December 31, 2029. Darden also entered into guaranties, pursuant to which it guarantied the obligations of the tenants under substantially all of the leases entered into in respect of the Properties. The Properties are leased to one or more of Darden’s operating subsidiaries pursuant to the leases, which are net leases. The leases in place with Darden provide for a weighted average remaining initial term of approximately 10.4 years as of December 31, 2019, with no purchase options provided that Darden will have a right of first offer with respect to our sale of any property, if there is no default under the lease, and we will be prohibited from selling any Properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. At the option of Darden, the leases will generally allow extensions for a certain number of renewal terms of five years each beyond the initial term and Darden can elect which of our properties then subject to the leases to renew. The number and duration of the renewal terms for any given Property may vary, however, based on the initial term of the relevant lease and other factors.

Darden is currently the source of a majority of our revenues, and its financial condition and ability and willingness to satisfy its obligations under the leases and its willingness to renew the leases upon expiration of the initial base term thereof significantly

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impacts our revenues and our ability to service our indebtedness and make distributions to our stockholders. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its obligations under its leases with us, and any inability or unwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations and on our ability to pay dividends to our shareholders. We also cannot assure you that Darden will elect to renew the lease arrangements with us upon expiration of the initial base terms or any renewal terms thereof or, if such leases are not renewed, that we can re-market the affected properties on the same or better terms. See “Risk Factors - Risks Related to Our Business - We are dependent on our major tenants successfully operating their businesses, and a failure to do so could have a material adverse effect on our business, financial position or results of operations.”

Franchise Agreements

Pursuant to the Franchise Agreements, Darden grants the right and license to our subsidiary, Kerrow, to operate the Kerrow Restaurant Operating Business. The Franchise Agreements include, among other things, a license to display trademarks, utilize trade secrets and purchase proprietary products from Darden. Other services to be included pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn® operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business. The fees and conditions of these franchising services are on terms comparable to similar franchising services negotiated on an arm’s length basis and consistent with industry standard provisions.

Competition

We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants or for the acquisition of restaurant and other retail properties. The Kerrow Restaurant Operating Business also faces active competition with national and regional chains and locally-owned restaurants for guests, management and hourly personnel.

Governmental Regulations Affecting Properties

Property Environmental Considerations

As an owner and operator of real property, we are subject to various federal, state and local environmental, health and safety laws and regulations. Although we do not operate or manage most of our properties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any of our current or former properties at or from which there has been a release or threatened release of hazardous material, as well as other affected properties, regardless of whether we knew of or caused the contamination.

In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we or our tenants could be subject to other liabilities, including governmental penalties for violation of environmental, health and safety laws, liabilities for injuries to persons for exposure to hazardous materials, and damages to property or natural resources. Furthermore, some environmental laws can create a lien on the contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination or can restrict the manner in which a property may be used because of contamination. We also could be liable for the costs of remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to whether we comply with environmental laws in doing so.

Although the leases require our tenants to indemnify us for environmental liabilities, and although we intend to require our operators and tenants to undertake to indemnify us for certain environmental liabilities, including environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of our operators and tenants to indemnify us. The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell, develop or lease the real estate or to borrow using the real estate as collateral.

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As of February 26, 2020, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance or liability with respect to environmental laws that management believes would have a material adverse effect on our business, financial position or results of operations.

Americans with Disabilities Act of 1990

The properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively the “ADA”). Investigation of a property may reveal non-compliance with the ADA. The tenant has the primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of February 26, 2020, we have not been notified by any governmental authority of, nor is management aware of, any non-compliance with the ADA that management believes would have a material adverse effect on our business, financial position or results of operations.

Other Regulations

State and local fire, life-safety and similar entities regulate the use of the properties. The tenant has the primary responsibility for complying with regulations but failure to comply could result in fines by governmental authorities, awards of damages to private litigants, or restrictions to conduct business on such properties.

Insurance

Our current lease agreements generally require, and new lease agreements that we enter are expected to require, that our tenants maintain all customary lines of insurance on our properties and their operations, including comprehensive insurance and hazard insurance. The tenants under our leases may have the ability to self-insure or use a captive provider with respect to its insurance obligations. We believe that the amount and scope of insurance coverage provided by our policies and the policies maintained by our tenants are customary for similarly situated companies in our industry. However, we cannot make any assurances that Darden or any other tenants in the future will maintain the required insurance coverages, and the failure by any of them to do so could have a material adverse effect on us.

Employees

As of February 14, 2020, we had 361 employees, of which 343 were employed at our Kerrow Restaurant Operating Business. None of these employees are represented by a labor union.

Available Information

All filings we make with the Securities and Exchange Commission (the “SEC”), including this Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, and any amendments to those reports are available for free on our website, www.fcpt.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. We do not intend our website to be an active link or to otherwise incorporate the information contained on our website into this report or other filings with the SEC. Our filings can also be obtained for free on the SEC’s Internet website at www.sec.gov. We are providing our website address solely for the information of investors.

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Item 1A. Risk Factors.

Various risks and uncertainties could affect our business. Any of the risks described below or elsewhere in this report or our other filings with the SEC could have a material impact on our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.

Risks Related to Our Business

Risks related to real estate ownership could reduce the value of our properties, which could materially and adversely affect us.

Our core business is the ownership of real estate that is leased to tenants on a net basis. Accordingly, our performance is subject to risks inherent to the ownership of real estate, including:

inability to collect rent from tenants due to financial hardship, including bankruptcy;
changes in consumer trends and preferences that reduce demand for the products or services of our tenants;
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inability to lease at or above the current rental rates, or at all, or sell properties upon expiration or termination of existing leases;
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needing to make capital expenditures to renovate vacant properties;
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environmental risks related to the presence of hazardous or toxic substances or materials on our properties;
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subjectivity of real estate valuations and changes in such valuations over time;
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illiquid nature of real estate compared to most other financial assets;
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changes in laws and regulations, including those governing real estate usage and zoning;
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changes in interest rates and the availability of financing; and
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changes in the general economic and business climate.
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The occurrence of any of the risks described above may cause the value of our real estate to decline, which could materially and adversely affect us.

We are dependent on Darden to make payments to us and fulfill its obligations under its leases, as well as to provide services to us under the Franchise Agreements, and an event that materially and adversely affects Darden’s business, financial position or results of operations could materially and adversely affect our business, financial position or results of operations.

Currently, Darden is our primary lessee in our lease portfolio and, therefore, is the source of a majority of our revenues. Additionally, because Darden’s leases with us are net leases, we depend on Darden to pay all insurance, taxes, utilities, common area maintenance charges, maintenance and repair expenses and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business, including any environmental liabilities. There can be no assurance that Darden will have sufficient assets, income and access to financing to enable it to satisfy its payment obligations to us under its leases. The inability or unwillingness of Darden to meet its rent obligations to us under any of its leases could materially adversely affect our business, financial position or results of operations, including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. The inability of Darden to satisfy its other obligations under its leases with us, such as the payment of insurance, taxes and utilities could materially and adversely affect the condition of our properties.

Since Darden Restaurants, Inc. is a holding company, it is dependent to an extent on distributions from its direct and indirect subsidiaries in order to satisfy the payment obligations under its leases with us, and the ability of Darden to make such distributions may be adversely impacted in the event of the insolvency or bankruptcy of such entities or by covenants in its debt agreements or otherwise that restrict the amount of the distributions that may be made by such entities. For these reasons, if Darden were to experience a material and adverse effect on its business, financial position or results of operations, our business, financial position or results of operations could also be materially and adversely affected.

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Due to our dependence on rental payments from Darden, we may be limited in our ability to enforce our rights under, or to terminate, our leases with Darden. Failure by Darden to comply with the terms of its leases with us could require us to find other lessees for some or all of the properties and there could be a decrease or cessation of rental payments by Darden.

There is no assurance that we would be able to lease any of our properties to other lessees on substantially equivalent or better terms than any of our leases with Darden, or at all, successfully reposition our properties for other uses or sell our properties on terms that are favorable to us. It may be more difficult to find a replacement tenant for a restaurant or retail property than it would be to find a replacement tenant for a general commercial property due to the specialized nature of the business.

In addition, our operation of the Kerrow Restaurant Operating Business depends on the provision of services to us by Darden pursuant to the Franchise Agreements. The Franchise Agreements provide that Darden agrees to provide certain franchising services to our subsidiary, Kerrow. The franchising services include licensing the right to use and display certain trademarks, utilize trade secrets and purchase proprietary products from Darden in connection with the operation of the Kerrow Restaurant Operating Business. Other services provided pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the Kerrow Restaurant Operating Business.

Additional information about Darden can be found in Darden’s public filings with the SEC. Darden’s filings with the SEC can be found on the SEC’s Internet website at www.sec.gov. Reference to Darden’s filings with the SEC is solely for the information of investors. We do not intend the SEC’s website to be an active link or to otherwise incorporate the information contained on its website (including Darden’s filings with the SEC) into this report or other filings with the SEC.

We are dependent on our major tenants successfully operating their businesses, and a failure to do so could have a material adverse effect on our business, financial position or results of operations.

For the year ended December 31, 2019, Darden and Brinker International, Inc. (“Brinker”) constituted approximately 71% and 9%, respectively, of our annual cash base rent. As a result, we are dependent on Darden and Brinker successfully operating their businesses and fulfilling their obligations to us that depend, in part, on the overall performance and profitability of Darden and Brinker. Factors which may impact the business, financial position or results of operations of Darden and Brinker include the following:

food safety and food-borne illness concerns throughout the supply chain; health concerns arising from food-related pandemics, outbreaks of flu viruses or other diseases;
litigation, including allegations of illegal, unfair or inconsistent employment practices;
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unfavorable publicity, or a failure to respond effectively to adverse publicity;
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labor and insurance costs;
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insufficient guest or employee facing technology, or a failure to maintain a continuous and secure cyber network, free from material failure, interruption or security breach;
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inability or failure to execute a comprehensive business continuity plan following a major natural disaster such as a hurricane or man-made disaster, including terrorism;
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failure to drive both short-term and long-term profitable sales growth through brand relevance, operating excellence, opening new restaurants of existing brands and developing or acquiring new dining brands;
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a lack of suitable new restaurant locations or a decline in the quality of the locations of Darden’s or Brinker’s current restaurants;
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a failure to identify and execute innovative marketing and guest relationship tactics and ineffective or improper use of social media or other marketing initiatives; an inability or failure to recognize, respond to and effectively manage the accelerated impact of social media;
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a failure to address cost pressures, including rising costs for commodities, health care and utilities used by Darden’s and Brinker’s restaurants, and a failure to effectively deliver cost management activities and achieve economies of scale in purchasing;
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the impact of shortages or interruptions in the delivery of food and other products from third-party vendors and suppliers;
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disruptions in the financial markets that may impact consumer spending patterns, affect the availability and cost of credit and increase pension plan expenses;
economic and business factors specific to the restaurant industry and other general macroeconomic factors including energy prices and interest rates that are largely out of Darden’s or Brinker’s control; and
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a failure of Darden’s or Brinker’s internal controls over financial reporting and future changes in accounting standards.
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We intend to continue to pursue acquisitions of additional properties and seek other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, including the cost of accessing debt or equity markets, and we may not fully realize the potential benefits of such transactions.

In 2019, we acquired 90 properties and ground leasehold interests for a total investment of $205.2 million, including capitalized transaction costs, which were added to our leasing portfolio. We intend to continue to pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities, including, but not limited to, continuing to expand our tenant base to third parties other than Darden and acquiring non-restaurant properties. Accordingly, we may often be engaged in evaluating potential transactions, potential new tenants and other strategic alternatives. In addition, from time to time, we may engage in discussions that may result in one or more transactions. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a significant amount of our management resources to such a transaction, which could negatively impact our operations. We may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the transaction is completed and in combining our operations if such a transaction is completed. In addition, properties we acquire may be leased to unrated tenants, and the tools we use to measure credit quality may not be accurate. In the event that we consummate an acquisition or strategic alternative in the future, there is no assurance that we would fully realize the potential benefits of such a transaction.

We operate in a highly competitive market and face competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, restaurant and retail operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. Our Board of Directors may change our investment objectives at any time without stockholder approval. If we cannot identify and purchase a sufficient quantity of suitable properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially and adversely affected. Additionally, the fact that we must distribute 90% of our net taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance acquisitions and other strategic opportunities. In addition, to pursue acquisitions we may have to access debt or equity markets and if financing is not available on acceptable terms, our ability to pursue further acquisitions might be limited or curtailed.

Acquisitions of properties we might seek to acquire entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations or that the tenant, operator or manager will underperform.

A significant portion of our restaurant properties are Olive Garden properties. Therefore, we are subject to risks associated with having a highly concentrated property brand base.

As of December 31, 2019, our restaurant properties include 304 Olive Garden restaurants. As a result, our success, at least in the short-term, is dependent on the continued success of the Olive Garden brand and, to a lesser extent, Darden’s other restaurant brands. We believe that building brand value is critical to increasing demand and building customer loyalty. Consequently, if market recognition or the positive perception of the Olive Garden or other Darden brands is reduced or compromised, the value associated with Olive Garden or other Darden-branded properties in our portfolio may be adversely affected.

Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.

We have entered into a $650 million term loan and revolving credit facility providing for a $400 million term loan, $150 million of which matures on November 9, 2022, $150 million of which matures on November 9, 2023, and $100 million of which

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matures on March 9, 2024 and providing for a $250 million revolving credit facility with an available facility amount through November 2021, each of which are provided by a syndicate of banks and other financial institutions. As of December 31, 2019, the term loan facility is fully drawn and the undrawn revolving credit facility had $198 million remaining capacity. In addition, we have issued $225.0 million of senior unsecured fixed rate notes (the “Notes”). The Notes consist of $50.0 million of notes due in June 2024 priced at a fixed interest rate of 4.68%, $75.0 million of notes due in June 2027 priced at a fixed interest rate of 4.93%, $50 million of notes due in December 2026 priced at a fixed interest rate of 4.63%, and $50 million of notes due in December 2028 priced at a fixed interest rate of 4.76%. We may incur additional indebtedness in the future to refinance our existing indebtedness, to finance newly-acquired assets or for other purposes. Our governing documents do not contain any limitations on the amount of debt we may incur and we do not have a formal policy limiting the amount of debt we may incur in the future. Subject to the restrictions, if any, set forth in our debt agreements, our Board of Directors may establish and change our leverage policy at any time without stockholder approval. Any significant additional indebtedness could require a substantial portion of our cash flow to make interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to acquire assets, finance or refinance our assets, contribute assets to joint ventures or sell assets as needed.

Moreover, our ability to obtain additional financing and satisfy our financial obligations under our indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. A worsening of credit market conditions could materially and adversely affect our ability to obtain financing on favorable terms, if at all.

We also may be unable to obtain additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under our indebtedness outstanding from time to time. Among other things, although we received an investment grade credit rating of BBB- from Fitch Ratings in January 2017, any credit rating downgrade could increase our financing costs and could limit our access to financing sources. If financing is not available when needed, or is available on unfavorable terms, we may be unable to complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could materially and adversely affect our business, financial condition and results of operations.

Covenants in our debt agreements may limit our operational flexibility, and a covenant breach or default could materially and adversely affect our business, financial position or results of operations.

The agreements governing our indebtedness contain customary covenants that may limit our operational flexibility. The Credit Agreement (defined below) and the terms of the Notes contain customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the incurrence of debt, the incurrence of secured debt, the ability of FCPT OP and the guarantors to enter into mergers, consolidations, sales of assets and similar transactions, limitations on distributions and other restricted payments, and limitations on transactions with affiliates and customary reporting obligations.

In addition, we are required to comply with the following financial covenants: (1) total indebtedness to consolidated capitalization value not to exceed 60%; (2) mortgage-secured leverage ratio not to exceed 40%; (3) total secured recourse indebtedness not to exceed 5% of consolidated capitalization value; (4) minimum fixed charge coverage ratio of 1.50 to 1.00; (5) minimum consolidated tangible net worth; (6) maximum unencumbered leverage ratio not to exceed 60%; and (7) minimum unencumbered interest coverage ratio of 1.75 to 1.00. As of December 31, 2019, we are in compliance with our existing financial covenants.

The Credit Agreement and the terms of the Notes contain customary events of default including, without limitation, payment defaults, violation of covenants and other performance defaults, defaults on payment of indebtedness and monetary obligations, bankruptcy-related defaults, judgment defaults, REIT status default and the occurrence of certain change of control events. Breaches of certain covenants may result in defaults and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee.

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Covenants that limit our operational flexibility, as well as covenant breaches or defaults under our debt instruments, could materially and adversely affect our business, financial position or results of operations, or our ability to incur additional indebtedness or refinance existing indebtedness.

An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.

If interest rates increase, so could our interest costs for any new debt and our variable rate debt obligations pursuant to the Credit Agreement. This increased cost could make the financing of any acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and consequently limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions. Furthermore, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such common stock. Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected.

Hedging transactions could have a negative effect on our results of operations.

We have entered into hedging transactions with respect to interest rate exposure on our term loan and we may enter into other hedging transactions, with respect to one or more of our assets or other liabilities. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for us had a hedging transaction not been used, in which case our performance would have been better had we not engaged in the hedging transaction; (2) the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, which may make it difficult for us to close out or unwind a hedging transaction; (4) the possibility that our counterparty fails to honor its obligations; and (5) the possibility that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. Our election to be subject to tax as a REIT will also result in limitations on our income sources, and the hedging strategies available to us will be more limited than those available to companies that are not REITs.

Uncertainty relating to the LIBOR calculation process may adversely impact us.

Certain of our existing debt instruments and other financial arrangements (including our revolving credit facility and term loan facility) provide for borrowings to be made at variable interest rates that use the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate applicable to outstanding borrowings thereunder, and we may incur additional indebtedness or enter into new financial arrangements that use LIBOR as a benchmark for establishing the interest rate for borrowing thereunder. LIBOR is the subject of recent proposals for reform. In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established or the establishment of alternative reference rates. These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could also affect interest rates and other financing costs under our debt instruments and other financial arrangements, any of which could adversely affect our results of operations and financial condition.

Our pursuit of investments in, and acquisitions or development of, additional properties may be unsuccessful or fail to meet our expectations.

Investments in and acquisitions of restaurant, retail and other properties we might seek to acquire entail risks associated with real estate investments generally, including that the investment’s performance will fail to meet expectations, that the cost estimates

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for necessary property improvements will prove inaccurate or that the tenant, operator or manager will underperform or become insolvent. Real estate development projects present other risks, including construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, the incurrence of significant development costs prior to completion of the project, abandonment of development activities after expending significant resources, and exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects.

Inflation may materially and adversely affect us and our tenants.

Increased inflation could have a negative impact on variable-rate debt we currently have or that we may incur in the future. Our leases typically contain provisions, such as rent escalators, designed to mitigate the adverse impact of inflation on our results of operations. Because tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Increased costs may also have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us.

Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction or change of control of our company.

In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year after the first year for which we elect to be subject to tax and qualify as a REIT. Additionally, at least 100 persons must beneficially own our stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be subject to tax and qualify as a REIT). Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary or advisable to preserve our qualification as a REIT. Our charter also provides that, unless exempted by the Board of Directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise be in the best interests of our stockholders. The acquisition of less than 9.8% of our outstanding stock by an individual or entity could cause that individual or entity to own constructively in excess of 9.8% in value of our outstanding stock, and thus violate our charter’s ownership limit. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or otherwise cause us to fail to qualify as a REIT. In addition, our charter provides that (i) no person shall beneficially own shares of stock to the extent such beneficial ownership of stock would result in us failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code, and (ii) no person shall beneficially or constructively own shares of stock to the extent such beneficial or constructive ownership would cause us to own, beneficially or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of our real property. Subject to certain exceptions, rents received or accrued by us from a tenant will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of the tenant’s stock entitled to vote or 10% or more of the total value of all classes of the tenant’s stock. Any attempt to own or transfer shares of our stock in violation of these restrictions may result in the transfer being automatically void. Our charter also provides that shares of our capital stock acquired or held in excess of the ownership limit will be transferred to a trust for the benefit of a charitable beneficiary that we designate, and that any person who acquires shares of our capital stock in violation of the ownership limit will not be entitled to any dividends on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the market price on the day the shares were transferred to the trust or the amount realized from the sale. We or our designee will have the right to purchase the shares from the trustee at this calculated price as well. A transfer of shares of our capital stock in violation of the limit may be void under certain circumstances. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.

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Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholders from realizing a premium on their stock.

Our charter and bylaws contain, and Maryland law contains, provisions that may deter coercive takeover practices and inadequate takeover bids and encourage prospective acquirors to negotiate with our Board of Directors, rather than to attempt a hostile takeover. Our charter and bylaws, among other things, (1) contain transfer and ownership restrictions on the percentage by number and value of outstanding shares of our stock that may be owned or acquired by any stockholders; (2) permit the Board of Directors, without further action of the stockholders, to increase or decrease the authorized number of shares, issue additional shares, classify or reclassify unissued shares, and issue and fix the terms of one or more classes or series of preferred stock, which may have rights senior to those of the common stock; (3) establish certain advance notice procedures for stockholder proposals and director nominations; and (4) provide that special meetings of stockholders may only be called by the company or upon written request of ten percent in voting power of our outstanding common stock.

Under Maryland law, any written consent of our stockholders must be unanimous. In addition, Maryland law allows a Maryland corporation with a class of equity securities registered under the Exchange Act to amend its charter without stockholder approval to effect a reverse stock split at a ratio of not more than ten shares of stock into one share of stock in any twelve-month period.

If we are not able to hire, or if we lose, key management personnel, we may not be able to successfully manage our business and achieve our objectives.

Our success depends in large part upon the leadership and performance of our executive management team and other key employees and our ability to attract other key personnel to our business. If we are unable to hire, or if we lose the services of, our executive management team or we are not able to hire or we lose other key employees, we may not be able to successfully manage our business or achieve our business objectives.

Failure by our tenants to make rental payments to us, because of a deterioration of their financial condition or otherwise, would have a material adverse effect on us.

We derive substantially all of our revenue from tenants who lease space from us at our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. At any time, our tenants may experience a downturn in their respective businesses that may significantly weaken their financial condition, particularly during periods of economic uncertainty. As a result, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of restaurants or declare bankruptcy. Any of these actions could result in the loss of rental income attributable to the terminated leases and write-downs of certain of our assets. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition.

Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.

If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us.  If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any claim we have for unpaid past rent could be substantially less than the amount owed.

The failure of any of our tenants to fulfill its maintenance obligations may have a materially adverse effect on our ability to operate and grow our business.

The failure of any of our tenants to fulfill its maintenance obligations may cause us to incur significant and unexpected expenses to remediate any resulting damage to the property. Furthermore, the failure by Darden, any other tenant or any future tenant to adequately maintain a leased property could adversely affect our ability to timely re-lease the property to a new tenant or otherwise monetize our investment in the property if we are forced to make significant repairs or changes to the property as a result of the tenant’s neglect. If we incur significant additional expenses or are delayed in being able to pursue returns on our real

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estate investments, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.

We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.

Our current lease agreements generally require, and new lease agreements that we enter into are expected to require, that the tenant maintain comprehensive insurance and hazard insurance or self-insure its obligations. However, we cannot assure you that we will continue to require the same levels of insurance coverage under our lease agreements, that such insurance will be available at a reasonable cost in the future or that the insurance coverage provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, may be uninsurable or not economically insurable by us or by our tenants. Insurance coverage may not be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also make it unfeasible to use insurance proceeds to replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

Properties in our leasing portfolio and the Kerrow Restaurant Operating Business are located in 46 states, and if one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose the capital invested in the damaged property as well as the anticipated future cash flows from the property. If the damaged property is subject to recourse indebtedness, we could continue to be liable for the indebtedness even if the property is irreparably damaged.

In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenue for our tenants or us. Any business interruption insurance may not fully compensate them or us for such loss of revenue. If one of our tenants experiences such a loss, it may be unable to satisfy its payment obligations to us under its lease with us.

We are dependent on the restaurant industry and may be susceptible to the risks associated with it, which could materially adversely affect our business, financial position or results of operations.

As the owner of properties serving the restaurant industry, we are impacted by the risks associated with the restaurant industry. Therefore, our success is to some degree dependent on the restaurant industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which we and any of our tenants in the restaurant industry have no control. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the restaurant business would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.

The restaurant industry is characterized by a high degree of competition among a large number of participants. Competition is intense between national and regional restaurant chains and locally-owned restaurants in most of the markets where our properties are located. As competing properties are constructed, the lease rates we assess for our properties may be negatively impacted upon renewal or new tenant pricing events.

Our portfolio has some geographic concentration, which makes us more susceptible to adverse events in these areas.

Our properties are located throughout the United States with the highest concentrations located in the states of Texas and Florida, where 12.5% and 10.8% of our annualized base rent was derived as of December 31, 2019, respectively. An economic downturn or other adverse events or conditions such as natural disasters in these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.

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Our tenants’ businesses and our business through the operation of Kerrow are subject to government regulations and changes in current or future laws or regulations could restrict their ability to operate both their and our business in the manner currently contemplated.

The restaurant industry is subject to extensive federal, state and local and international laws and regulations. The development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements. Our tenants and Kerrow are subject to licensing and regulation by state and local authorities relating to wages and hours, health care, health, sanitation, safety and fire standards, the sale of alcoholic beverages, and information security. Our tenants and Kerrow are also subject to, among other laws and regulations, laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or an insufficient or ineffective response to significant regulatory or public policy issues, could have an adverse effect on our tenants’ results of operations, which could also adversely affect our business, results of operations or financial condition as we depend on our tenants for almost the entirety of our revenue.

Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.

As an owner and operator of real property, we are subject to various federal, state and local environmental, health and safety laws and regulations. We may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any of our current or former properties at or from which there has been a release or threatened release of hazardous materials as well as other affected properties, regardless of whether we knew of or caused the contamination.

In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we or our tenants could be subject to other liabilities, including governmental penalties for violation of environmental, health and safety laws, liabilities for injuries to persons for exposure to hazardous materials, and damages to property or natural resources. Furthermore, some environmental laws can create a lien on the contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination or can restrict the manner in which a property may be used because of contamination. We also could be liable for the costs of remediating contamination at third party sites, e.g., landfills, where we send waste for disposal without regard to whether we comply with environmental laws in doing so.

The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell, develop or lease the real estate or to borrow using the real estate as collateral.

In addition, regulations in response to climate change could result in increased compliance and energy costs.

While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

Our relationship with Darden may adversely affect our ability to do business with third-party restaurant operators and other tenants.

Darden is our primary tenant in our lease portfolio, and a majority of our revenues consist of rental payments from Darden. We may be viewed by third-party restaurant operators and other potential tenants or parties to sale-leaseback transactions as being closely affiliated with Darden. As these third-party restaurant operators and other potential transaction parties may compete with Darden within the restaurant industry, our perceived affiliation with Darden could make it difficult for us to attract tenants and other transaction partners beyond Darden, particularly in the restaurant industry. If we are unable to diversify our tenant and transaction partner base further beyond Darden, it may have a materially adverse effect on our ability to operate and grow our business and our ability to achieve our strategic objectives.

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The ownership by our executive officers and directors of common stock, options or other equity awards of Darden may create, or may create the appearance of, conflicts of interest.

As a result of his former positions with Darden, Mr. Lenehan owns common stock, including restricted stock, in both Darden and FCPT. In addition, there is no restriction on our executive officers and directors acquiring Darden common stock in the future, and, therefore, this ownership of common stock of both Darden and FCPT may be significant. Equity interests in Darden may create, or appear to create, conflicts of interest when any such director or executive officer is faced with decisions that could benefit or affect the equity holders of Darden in ways that do not benefit or affect us in the same manner. As of December 31, 2019, no other executive officer or director of FCPT owns common stock of Darden.

Real estate investments are relatively illiquid and provisions in our lease agreements may adversely impact our ability to sell properties and could adversely impact the price at which we can sell the properties.

Properties in our leasing portfolio and the properties leased to Kerrow represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or other investments in real estate we may make in response to any changes in economic or other conditions may be limited. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sale price of a property will exceed the cost of our investment in that property.

In addition, the properties subject to leases with Darden provide them a right of first offer with respect to our sale of any such Property, provided there is no default under the lease, and we are prohibited from selling any of our properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. The existence of these provisions in our leases with Darden, which survive for the full term of the relevant lease, could adversely impact our ability to sell any of the Properties and could adversely impact our ability to obtain the highest possible price for any of the Properties. If we seek to sell any of our properties, we would not be able to offer the properties to potential purchasers through a competitive bid process or in a similar manner designed to maximize the value obtained without first offering to sell to Darden and we would be restricted in the potential purchasers who could buy the properties, which may adversely impact our ability to sell any of the properties in a timely manner, or at all, or adversely impact the price we can obtain from such sale.

We may be subject to liabilities and costs associated with the impacts of climate change.

The potential physical impacts of climate change on our properties or operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate, including Florida, Georgia and Texas. Such impacts may result from increased frequency of natural disasters, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, rising energy and environmental costs, and changing temperatures. These impacts may adversely impact our business, results of operations and financial condition, including our or our tenants’ ability to obtain property insurance on acceptable terms. While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unanticipated expenditures that materially adversely impact our cash flow.

All of our properties are required to comply with Title III of the Americans with Disabilities Act, or the ADA. The ADA generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require, for example, removal of access barriers and non-compliance could result in the imposition of fines by the U.S. Government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, under the law we are also legally responsible for our properties’ ADA compliance. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could have an adverse effect on our financial condition and our ability to make distributions. State and local laws may also require modifications to our properties related to access by disabled persons. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations,

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as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our cash flow and ability to make distributions to our security holders.

While the tenants under our leases generally indemnify, defend and hold us harmless for the foregoing liabilities, there can be no assurance that the respective tenant will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under its lease.

Our active management and operation of a restaurant business may expose us to potential liabilities beyond those traditionally associated with REITs.

In addition to our real estate investment activities, we also manage and operate the Kerrow Restaurant Operating Business, which consists of six LongHorn Steakhouse restaurants located in the San Antonio, Texas area. Managing and operating the Kerrow Restaurant Operating Business requires us to employ significantly more people than a REIT that does not operate a business of such type and scale. In addition, managing and operating an active restaurant business exposes us to potential liabilities associated with the operation of restaurants. Such potential liabilities are not typically associated with REITs and include potential liabilities for wage and hour violations, guest discrimination, food safety issues including poor food quality, food-borne illness, food tampering, food contamination, workplace injury, cyber-attacks, and violation of “dram shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third party). In the event that one or more of the potential liabilities associated with managing and operating an active restaurant business materializes, such liabilities could damage the reputation of the Kerrow Restaurant Operating Business as well as the reputation of FCPT, and could adversely affect our financial position and results of operations, possibly to a material degree.

We may be vulnerable to security breaches or cyber-attacks which could disrupt our operations and have a material adverse effect on our financial performance and operating results.

Security breaches, cyber-attacks, or disruption, of our physical or information technology infrastructure, networks and related management systems could result in, among other things, a breach of our networks and information technology infrastructure, the misappropriation of our or our tenants’ proprietary or confidential information, interruptions or malfunctions in our or our tenants’ operations, delays or interruptions to our ability to meet tenant needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records, unauthorized access to our facilities or other disruptions in our operations. Numerous sources can cause these types of incidents, including: physical or electronic security breaches; viruses, ransomware or other malware; hardware vulnerabilities such as Meltdown and Spectre; accident or human error by our own personnel or third parties; criminal activity or malfeasance (including by our own personnel); fraud or impersonation scams perpetrated against us or our partners or tenants; or security events impacting our third-party service providers or our partners or tenants. Our exposure to cybersecurity threats and negative consequences of cybersecurity breaches will likely increase as we store increasing amounts of tenant data.

We recognize the increasing volume of cyber-attacks and employ commercially practical efforts to provide reasonable assurance such attacks are appropriately mitigated. We may be required to expend significant financial resources to protect against or respond to such breaches. Cyber criminals are increasingly using powerful new tactics including evasive applications, proxies, tunneling, encryption techniques, vulnerability exploits, buffer overflows, distributed denial of service attacks, or distributed denial-of-service or DDoS attacks, botnets and port scans. Techniques used to breach security change frequently, and are generally not recognized until launched against a target, so we may not be able to promptly detect that a security breach or unauthorized access has occurred. We also may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. As we provide assurances to our tenants that we provide a high level of security, if an actual or perceived security breach occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation. Any breaches that may occur could expose us to increased risk of lawsuits, material monetary damages, potential violations of applicable privacy and other laws, penalties and fines, harm to our reputation and increases in our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks

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despite not handling the data. We cannot guarantee that any backup systems, regular data backups, security protocols, network protection mechanisms and other procedures currently in place, or that may be in place in the future, will be adequate to prevent network and service interruption, system failure, damage to one or more of our systems or data loss in the event of a security breach or attack.

In addition, the regulatory framework around data custody, data privacy and breaches varies by jurisdiction and is an evolving area of law with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the United States. We may not be able to limit our liability or damages in the event of such a loss. Data protection legislation is becoming increasingly common in the United States at both the federal and state level and may require us to further modify our data processing practices and policies. For example, the state of California recently adopted the California Consumer Privacy Act of 2018, which is currently set to take effect on January 1, 2020 and expected to provide California residents with increased privacy rights and protections with respect to their personal information. Compliance with existing, proposed and recently enacted laws and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect our business and the market price of our common stock.

Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. Matters impacting our internal controls may cause us to be unable to report our financial data on a timely basis, or may cause us to restate previously issued financial data, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in the market price for our common stock and impairing our ability to raise capital.

If our reputation or our tenants’ reputation are damaged, our business and operating results may be harmed.

Our reputation and our tenants’ reputations are important to our business. Our reputation affects our ability to access capital, acquire additional properties and recruit and retain talented employees. Our tenants’ reputations affect their ability to continue to operate profitably and make payments under their lease agreements with us on time. There are numerous ways our reputation or our tenants’ reputation could be damaged. These include unethical behavior or misconduct, workplace safety incidents, environmental impact, corporate governance issues, data breaches or human rights records. We or our tenants may experience backlash from customers, government entities, advocacy groups, employees, and other stakeholders that disagree with our operating decisions or public policy positions. The proliferation of social media may increase the likelihood, speed, and magnitude of negative events. If our or our tenants’ reputation is damaged, it could adversely affect our business, results of operations, financial condition or ability to attract the most highly qualified employees.

Risks Related to Our Common Stock

The market price and trading volume of our common stock may be volatile and may face negative pressure including as a result of future sales or distributions of our common stock.

The market price of our common stock may be volatile in the future. In addition, the trading volume in our common shares may fluctuate and cause significant price variations to occur. It is not possible to accurately predict how investors in our common stock will behave.

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Any disposition by a significant stockholder of our common stock, or the perception in the market that such dispositions could occur, may cause the price of our common stock to fall. Any such decline could impair our ability to raise capital through future sales of our common stock. Furthermore, our common stock may not qualify for investment indices, including indices specific to REITs, and any such failure may discourage new investors from investing in our common stock.

If and when additional funds are raised through the issuance of equity securities, including our common stock, our stockholders may experience significant dilution.

We cannot assure shareholders of our ability to pay dividends in the future.

Our current dividend rate is $1.22 per share per annum. We may pay a portion of our dividends in common stock. In no event will the annual dividend be less than 90% of our REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains. Our ability to pay dividends may be adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K. Dividends will be authorized by our Board of Directors and declared by us based upon a number of factors, including actual results of operations, restrictions under Maryland law or applicable debt covenants, our financial condition, our taxable income, the annual distribution requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deem relevant. We cannot assure shareholders that we will achieve investment results that will allow us to make a specified level of cash dividends or year-to-year increases in cash dividends in the future.

Furthermore, while we are required to pay dividends in order to maintain our REIT status (as described below in the risk factor “--REIT distribution requirements could adversely affect our ability to execute our business plan”), we may elect not to maintain our REIT status, in which case we would no longer be required to pay such dividends. Moreover, even if we do elect to maintain our REIT status, after completing various procedural steps, we may elect to comply with the applicable distribution requirements by distributing, under certain circumstances, a portion of the required amount in the form of shares of our common stock in lieu of cash. If we elect not to maintain our REIT status or to satisfy any required distributions in shares of common stock in lieu of cash, such action could negatively affect our business and financial condition as well as the market price of our common stock. No assurance can be given that we will pay any dividends on shares of our common stock in the future.

Risks Related to Our Taxation as a REIT

If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

We believe that we were organized and have operated and we intend to continue to operate in a manner that will enable us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset requirements depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we do not obtain independent appraisals. Our compliance with the REIT income and asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Moreover, the proper classification of one or more of our investments may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we have no control or only limited influence. Accordingly, there can be no assurance that the Internal Revenue Service (the “IRS”) will not contend that our investments violate the REIT requirements.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax, including (for taxable years beginning before December 31, 2017) any applicable alternative minimum tax, on our taxable income at the regular corporate rate, and distributions to stockholders would not be deductible by us in computing our taxable income. Any such corporate

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tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of, and trading prices for, our common stock. Unless entitled to relief under certain provisions of the Code, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we initially ceased to qualify as a REIT.

The rule against re-electing REIT status following a loss of such status could also apply to us if it were determined that a former subsidiary of Darden failed to qualify as a REIT for certain taxable years and we were treated as a successor to such entity for U.S. federal income tax purposes. Although Darden has represented to us that it has no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT and covenanted to use its reasonable best efforts to cure any issue with respect to the REIT status of any such predecessor entity, no assurance can be given that such representation and covenant would prevent us from failing to qualify as a REIT. If we fail to qualify as a REIT due to the REIT status of a predecessor, we would be subject to corporate income tax as described in the preceding paragraph.

We could fail to qualify as a REIT if income we receive from Darden and other tenants is not treated as qualifying income.

Under applicable provisions of the Code, we will not be treated as a REIT unless we satisfy various requirements, including requirements relating to the sources of our gross income. Rents received or accrued by us from Darden and other tenants will not be treated as qualifying rent for purposes of these requirements if our leases are not respected as true leases for U.S. federal income tax purposes and are instead treated as service contracts, joint ventures or other types of arrangements. If our leases are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.

In addition, subject to certain exceptions, rents received or accrued by us from Darden will not be treated as qualifying rent for purposes of the REIT gross income requirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combined voting power of all classes of Darden stock entitled to vote or 10% or more of the total value of all classes of Darden stock. Our charter provides for restrictions on ownership and transfer of our shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from Darden to be treated as non-qualifying rent for purposes of the REIT gross income requirements. Nevertheless, there can be no assurance that such restrictions will be effective in ensuring that rents received or accrued by us from Darden will not be treated as qualifying rent for purposes of REIT qualification requirements.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable by non-REIT “C” corporations to certain non-corporate U.S. stockholders is currently 23.8% (taking into account the 3.8% Medicare tax applicable to net investment income). Dividends payable by REITs, however, generally are not qualified dividends. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For non-corporate U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by “C” corporations. This does not adversely affect the taxation of REITs; however, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order for us to qualify as a REIT (assuming that certain other requirements are also satisfied). To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than

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a minimum amount specified under U.S. federal tax laws. We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Code.

Currently our funds from operations are generated primarily by rents paid under our lease agreements. From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Further, income must be accrued for U.S. federal income tax purposes no later than when such income is taken into account as revenue in our financial statements, subject to certain exceptions, which could also create mismatches between REIT taxable income and the receipt of cash attributable to such income. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distributions requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity or adversely impact our ability to raise short and long-term debt. Furthermore, the REIT distribution requirements may increase the financing needed to fund capital expenditures, further growth and expansion initiatives. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.

Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell. In addition, any net taxable income earned directly by our TRSs will be subject to U.S. federal, state, and local corporate-level income taxes and we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to our stockholders.

Complying with the REIT requirements may cause us to forego otherwise attractive acquisition and business opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code). The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% (25% effective for taxable years beginning before January 1, 2018) of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can be represented by certain debt instruments issued by “publicly offered REITs.” If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within thirty days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

In addition to the asset tests set forth above, to qualify as a REIT we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock. We may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

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We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock.  This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain.  Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases.  These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions. See “Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.”

There are uncertainties relating to the Purging Distribution.

Darden has allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the Spin-Off between Darden and FCPT in a manner that, in its best judgment, is in accordance with the provisions of the Code. The amount of earnings and profits to be distributed is a complex factual and legal determination. We believe that our Purging Distribution (defined below) made on March 2, 2016 has satisfied the requirements relating to the distribution of our pre-REIT accumulated earnings and profits. No assurance can be given, however, that the IRS will agree with our calculation or Darden’s allocation of earnings and profits to FCPT. If the IRS finds additional amounts of pre-REIT earnings and profits, there are procedures generally available to cure any failure to distribute all of our pre-REIT earnings and profits, but there can be no assurance that we will be able to successfully implement such procedures.

We may pay dividends on our common stock in common stock and/or cash. Our stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.

In connection with our qualification as a REIT, we are required to annually distribute to its stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. Although we do not currently intend to do so, in order to satisfy this requirement, we are permitted, subject to certain conditions and limitations, to make distributions that are in part payable in shares of our common stock. Taxable stockholders receiving such distributions will be required to report dividend income as a result of such distribution for both the cash and stock components of the distribution and even though we distributed no cash or only nominal amounts of cash to such shareholder.

If we make any taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells shares of our stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of the stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in our stock. If, in any taxable dividend payable in cash and stock, a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may be viewed as economically equivalent to a dividend reduction and put downward pressure on the market price of our stock.

If the Spin-Off were to fail to qualify as a tax-free transaction for U.S. federal income tax purposes, Darden and Darden’s shareholders could be subject to significant tax liabilities and, pursuant to indemnification obligations under the Tax Matters Agreement that we entered into with Darden, we could be required to indemnify Darden for material taxes.

Darden has received a private letter ruling (the “IRS Ruling”) from the IRS on certain specific issues relevant to the qualification of the Spin-Off as tax-free under Sections 368(a)(1)(D) and 355 of the Code, based on certain facts and representations set forth in such request. Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations made in the ruling request are untrue or incomplete in any material respect, then Darden will not be able to rely on the IRS Ruling. The IRS Ruling does not address all of the requirements for tax-free treatment of the Spin-Off under Sections 355 and 368(a)(1)(D)

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of the Code; however, Darden has received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (the “Spin-Off Tax Opinion”) to the effect that the Spin-Off qualifies as tax-free under Sections 368(a)(1)(D) and 355 of the Code. The Spin-Off Tax Opinion relies on the IRS Ruling as to matters covered by such ruling and is based on, among other things, current law and certain assumptions and representations as to factual matters made by Darden and us. Any change in currently applicable law, which may or may not be retroactive, or the failure of any factual representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached by counsel in the Spin-Off Tax Opinion. The Spin-Off Tax Opinion is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. The Spin-Off Tax Opinion is expressed as of the date issued and does not cover subsequent periods. An opinion of counsel represents counsel’s best legal judgment based on current law and is not binding on the IRS or any court. We cannot assure you that the IRS will agree with the conclusions set forth in the Spin-Off Tax Opinion, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions and that a court could sustain that contrary position. If any of the facts, representations, assumptions, or undertakings described or made in connection with the IRS Ruling or the Spin-Off Tax Opinion are not correct, are incomplete or have been violated, the IRS Ruling could be revoked retroactively or modified by the IRS, and our ability to rely on the Spin-Off Tax Opinion could be jeopardized. We are not aware of any facts or circumstances, however, that would cause these facts, representations, or assumptions to be untrue or incomplete, or that would cause any of these undertakings to fail to be complied with, in any material respect.

If the Spin-Off ultimately were determined to be taxable, then a shareholder of Darden that received shares of our common stock in the Spin-Off would be treated as having received a distribution of property in an amount equal to the fair market value of such shares on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such shareholder as a dividend to the extent of Darden’s current and accumulated earnings and profits (including earnings and profits resulting from the recognition of gain by Darden in the Spin-Off). Any amount that exceeded Darden’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such shareholder’s tax basis in its shares of Darden stock with any remaining amount being taxed as a capital gain. In addition, if the Spin-Off were determined to be taxable, in general, Darden would be required to recognize a taxable gain as if it had sold our common stock in a taxable sale for its fair market value.

Under the terms of the tax matters agreement that we entered into with Darden (the “Tax Matters Agreement”), we generally will be responsible for any taxes imposed on Darden that arise from the failure of the Spin-Off to qualify as tax-free for U.S. federal income tax purposes to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, assets or business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the IRS Ruling or the representations provided in connection with the Spin-Off Tax Opinion. Our indemnification obligations to Darden will not be limited by any maximum amount. If we are required to indemnify Darden under the circumstances set forth in the Tax Matters Agreement, we may also be subject to substantial tax liabilities.

Complying with the REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Income from certain hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or manages the risk of certain currency fluctuations does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because the TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates that we would otherwise want to bear. In addition, losses in the TRS will generally not provide any tax benefit, except that such losses could theoretically be carried forward against future taxable income in the TRS.

The ability of our Board of Directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides our Board of Directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. If we cease to qualify

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as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

Even if we qualify to be subject to tax as a REIT, we could be subject to tax on any unrealized net built-in gains in our assets held before electing to be treated as a REIT.

Following our REIT election, we owned appreciated assets that were previously held by Darden, a C corporation, and were acquired by us in the Spin-Off in a transaction in which the adjusted tax basis of the assets in our hands was determined by reference to the adjusted basis of the assets in the hands of the C corporation. If we dispose of any such appreciated assets during the five-year period following the effective date of our REIT election, we will be subject to tax at the highest corporate tax rates on the lesser of (i) the amount of gain that we recognize at the time of the sale or disposition; and (ii) the amount of gain that we would have recognized if we had sold the assets at the time we acquired them (i.e., the effective date of our REIT election ) (such gain referred to as “built-in gains”). We would be subject to this tax liability even if we qualify and maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets we might otherwise sell during the five-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we became a REIT. The amount of tax could be significant. The same rules would apply to any assets we acquire in the future from a C corporation in a carryover basis transaction with built-in gain at the time of the acquisition by us. If we choose to dispose of any assets within the specified period, we will attempt to utilize various tax planning strategies, including Section 1031 of the Code like-kind exchanges, to mitigate the exposure to the built-in-gains tax. Gain from a sale of an asset occurring after the specified period ends will not be subject to this corporate level tax.

Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.

In connection with the acquisition of ten properties from U.S. Restaurant Properties, Inc. (“USRP”) in November 2016 and four additional properties from USRP in January 2017, in exchange for FCPT OP units, we entered into a tax protection agreement with affiliates of USRP. The tax protection agreement provides that, if we dispose of any of those 14 properties in a taxable transaction through November 2023 for the initial ten properties or January 2024 for the additional four properties, we will indemnify the USRP partners for their tax liabilities attributable to the built-in gain that existed with respect to those properties as of the time of the acquisition of those properties in November 2016 or January 2017, respectively (and tax liabilities incurred as a result of the reimbursement payment). Consequently, although it otherwise may be in our best interest to sell one of those properties, these obligations may make it prohibitive for us to do so.

Legislative or other actions affecting REITs could have a negative effect on us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

The Tax Cuts and Jobs Act of 2017 ("TCJA") significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders.

The TCJA is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury Department and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

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While some of the changes made by the TCJA may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis.

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Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Please refer to “Item1. Business.”

Item 3. Legal Proceedings.

In the ordinary course of our business, we are party to various claims and legal proceedings that management believes are routine in nature and incidental to the operation of our business. Management believes that the outcome of these proceedings will not have a material adverse effect upon our operations, financial condition or liquidity.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

Our common stock has been listed on the New York Stock Exchange under the ticker symbol “FCPT” since November 10, 2015.

Dividends

The following table presents the characterizations for tax purposes of such common stock dividends for the year ended December 31, 2019.

Record Date Payment Date Total Distribution( per share) Form 1099Box 1aOrdinary Taxable Dividend( per share) Form 1099Box 1bQualified Taxable Dividend( per share) Form 1099Box 3 Return of Capital( per share) Form 1099Box 5Section 199A Dividends( per share)
1/4/2019 1/14/2019
3/29/2019 4/15/2019 0.2875 0.2226 0.0649 0.2226
6/28/2019 7/15/2019 0.2875 0.2226 0.0649 0.2226
9/27/2019 10/15/2019 0.2875 0.2226 0.0649 0.2226
Totals

All values are in US Dollars.

We intend to pay regular quarterly dividends to our stockholders, although future distributions will be declared and paid at the discretion of the Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provision of the Code and such other factors as the Board of Directors deems relevant.

Holders

As of February 24, 2020, there were approximately 6,833 registered holders of record of our common stock.

Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None.

Equity Compensation Plan

For information about our equity compensation plan, please see Note 11 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

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Performance Graph

The following performance graph compares, for the period from November 10, 2015, the date the Company’s shares of common stock began trading on the New York Stock Exchange, through December 31, 2019, the cumulative total stockholder return on the Company’s common stock, based on the market price of the common stock and assuming reinvestments of dividends, with (i) the cumulative total return of the S&P 500 Index, (ii) the cumulative total return of the MSCI US REIT Index (“RMZ”) and (iii) the cumulative total return of Dow Jones Industrial Average.

fcptstockpricesincespin.jpg

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Item 6. Selected Financial Data.

The following selected historical financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 2017, and the related notes included elsewhere in this Annual Report on Form 10-K.

The Company completed the Spin-Off on November 9, 2015. Due to the timing of the Spin-off, the Company presents herein consolidated financial data for the Company from the date of consummation of the Spin-off through December 31, 2015 and for the Kerrow Restaurant Operating Business for all periods. Our real estate operations business was not operated by Darden as a stand-alone business and, accordingly, there are no historical results of operations related to that business. The Kerrow Restaurant Operating Business and our real estate operations business were not legal entities, but rather a portion of the real estate assets, liabilities and operations of Darden. The historical financial data for Kerrow Restaurant Operating Business is not necessarily indicative of the Company’ results of operations, cash flows or financial position following the completion of the Spin-Off.

The selected historical financial information as of and for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 has been derived from our audited historical financial statements. The Comprehensive Income Statement for the years ended December 31, 2016 and 2015 include allocations of certain costs from Darden incurred on the Kerrow Restaurants Operating Business’ behalf. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical Darden expenses allocable to the Kerrow Restaurants Operating Business for purposes of the combined financial statements. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Kerrow Restaurants Operating Business had operated as a separate, stand-alone entity. The results of operations for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 reflect the financial condition and results of operations of the Company.

Operating Data

Year Ended December 31,
(In thousands, except per share data) 2019 2018 2017 2016 2015
Revenues $ 160,233 $ 143,635 $ 133,209 $ 124,018 $ 33,456
Net income available to common shareholders ^(1)^ $ 72,616 $ 82,398 $ 71,394 $ 156,809 $ 5,699
Earnings per share:
Basic $ 1.06 $ 1.29 $ 1.18 $ 2.75
Diluted $ 1.06 $ 1.28 $ 1.18 $ 2.63
Cash dividends declared per share of common stock $ 1.1675 $ 1.1125 $ 1.0025 NA NA
(1) For the year ended December 31, 2016, net income available to common shareholders includes a deferred tax benefit of $80.4 million resulting from our REIT election.
--- ---

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Balance Sheet Data

At December 31,
(In thousands) 2019 2018 2017 2016 2015
Real estate investments:
Land $ 690,575 $ 569,057 $ 449,331 $ 421,941 $ 404,812
Buildings, equipment and improvements 1,277,159 1,236,224 1,115,624 1,055,624 992,418
Total real estate investments 1,967,734 1,805,281 1,564,955 1,477,565 1,397,230
Less: accumulated depreciation (635,630 ) (614,584 ) (598,846 ) (583,307 ) (568,539 )
Total real estate investments, net $ 1,332,104 $ 1,190,697 $ 966,109 $ 894,258 $ 828,691
Total assets $ 1,446,070 $ 1,343,098 $ 1,068,659 $ 937,151 $ 929,437
Total liabilities 719,329 644,134 546,391 467,034 487,795
Total equity 726,741 698,964 522,268 470,117 441,642

Other Statistics

Year Ended December 31,
(In thousands) 2019 2018 2017 2016 2015
Cash flows provided by operating activities $ 104,673 $ 80,883 $ 78,945 $ 70,939 $ 21,693
Cash flows used in investing activities (207,353 ) (247,046 ) (80,414 ) (59,322 ) (556 )
Cash flows provided by (used in) financing activities 14,521 190,034 44,197 (83,047 ) 76,929

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when Four Corners Property Trust, Inc. uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, Four Corners Property Trust, Inc. is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those anticipated or projected are described in the section entitled “Risk Factors”. These factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission. Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. Four Corners Property Trust, Inc. undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K. Any references to “FCPT,” “the Company,” “we,” “us,” or “our” refer to Four Corners Property Trust, Inc. as an independent, publicly traded, self-administered company.

Overview

We are a Maryland corporation and a real estate investment trust (“REIT”) which owns, acquires and leases properties for use in the restaurant and food-service related industries. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are a majority limited partner and our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner. We believe that we have operated in conformity with the requirements for qualification and taxation as a REIT for the taxable year ended December 31, 2019, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT.

Our revenues are primarily generated by leasing properties to tenants through net lease arrangements under which the tenants are primarily responsible for ongoing costs relating to the properties, including utilities, property taxes, insurance, common area maintenance charges, and maintenance and repair costs. We focus on income producing properties leased to high quality tenants in major markets across the United States. We also generate revenues by operating six LongHorn Steakhouse restaurants located in the San Antonio, Texas area (the “Kerrow Restaurant Operating Business”) pursuant to franchise agreements with Darden.

In addition to managing our existing properties, our strategy includes investing in additional restaurant and retail properties to grow and diversify our existing restaurant portfolio. We expect this acquisition strategy will decrease our reliance on Darden over time. We intend to purchase properties that are well located, occupied by durable concepts, with creditworthy tenants whose operating cash flows are expected to meaningfully exceed their lease payments to us. We seek to improve the probability of successful tenant renewal at the end of initial lease terms by acquiring properties that have high levels of operator profitability compared to rent payments and have absolute rent levels that generally reflect market rates.

In 2019, FCPT engaged in various real estate transactions for a total investment of $205.2 million, including capitalized transaction costs. Pursuant to these transactions, we acquired an additional 90 properties and ground leaseholds, aggregating 494 thousand square feet, and representing forty-one brands, including Chili’s Grill & Bar, Red Lobster, Buffalo Wild Wings, Starbucks, Chick-Fil-A, McDonald’s, Taco Bell, Texas Roadhouse, and BJ’s Restaurants.

As of December 31, 2019, our lease portfolio had the following characteristics:

699 free-standing properties located in 46 states and representing an aggregate leasable area of 4.6 million square feet;
99.7% occupancy (based on leasable square footage);
--- ---
An average remaining lease term of 11.1 years (weighted by annualized base rent);
--- ---
An average annual rent escalation of 1.5% through December 31, 2029 (weighted by annualized base rent); and
--- ---
72% investment-grade tenancy (weighted by annualized base rent).
--- ---

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Results of Operations

The results of operations for the accompanying consolidated financial statements discussed below are derived from our consolidated statements of comprehensive income (“Comprehensive Income Statement”) found elsewhere in this Annual Report on Form 10-K. The following discussion includes the results of our continuing operations as summarized in the table below.

Year Ended December 31,
(In thousands) 2019 2018 2017
Revenues:
Rental $ 139,682 $ 123,665 $ 113,937
Restaurant 20,551 19,970 19,272
Total revenues 160,233 143,635 133,209
Operating expenses:
General and administrative 13,934 13,206 11,976
Depreciation and amortization 26,312 23,884 21,811
Property 1,579 433 283
Restaurant 19,632 19,014 18,652
Total operating expenses 61,457 56,537 52,722
Interest expense (26,516 ) (19,959 ) (19,469 )
Other income, net 944 781 324
Realized gain on sale, net 15,271 10,532
Income tax (expense) benefit (265 ) (262 ) 18
Net income 72,939 82,929 71,892
Net income attributable to noncontrolling interest (323 ) (531 ) (498 )
Net Income Available to Common Shareholders $ 72,616 $ 82,398 $ 71,394

Analysis of Results of Operations

We operate in two segments, real estate operations and restaurant operations. Our real estate operations generate rental income from leases primarily with restaurant brands, which we recognize on a straight-line basis to include the effect of base rent escalators. Our restaurant operations generate restaurant revenue from operating six Longhorn Steakhouse restaurants.

In this section, we discuss the results of our operations for the year ended December 31, 2019 compared to the year ended December 31, 2018. For a discussion of the year ended December 31, 2018 compared to the year ended December 31, 2017, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2018.

Real Estate Operations

Rental Revenue

Rental revenue increased $16.0 million during the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase is due to recognizing a full year of revenue from the 97 properties acquired in 2018 during 2019, and the acquisition of 90 restaurant properties and ground leaseholds in 2019. During the year ended December 31, 2019, we recognized costs paid by the lessor and reimbursed by the lessees within rental revenue of $0.9 million. 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 expense increased $0.7 million in the year ended December

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31, 2019 compared to the year ended December 31, 2018, primarily as a result of a $1.1 million increase in compensation and employee benefits due to increased headcount, offset by a $0.4 million decrease in non-cash stock compensation expense.

Depreciation and Amortization Expense

Depreciation and amortization expense represents the depreciation on real estate investments and equipment that have estimated lives ranging from 2 to 55 years. Depreciation and amortization expense increased by approximately $2.4 million for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to impairment expense of $1.5 million recorded in the year ended December 31, 2018 as well as the acquisition of 97 properties acquired in 2018 that incurred a full year of depreciation and the depreciation on 90 properties acquired in 2019.

Property Expense

Upon adoption of ASC 842, we record all tenant expenses, both reimbursed and non-reimbursed, to property expense. We also record initial direct costs (lease negotiation and other previously capitalizable transaction expenses) as property expenses. Other property expenses consist of expenses incurred on vacant properties, abandoned deal costs, and franchise taxes. Franchise tax and other non-reimbursable property and transaction costs were previously recognized in general and administrative. During the year ended December 31, 2019, we recorded property expenses of $1.6 million, of which $0.9 million was reimbursed by tenants. During the year ended December 31, 2018, we recorded property expenses of $433 thousand, none of which was reimbursed by tenants. The increase in non-reimbursed property expenses relates to an increase in franchise taxes and the recognition of previously capitalizable lease expenses.

Interest Expense

We incur interest expense on our $400 million of term loans, any outstanding borrowings on our revolving credit facility, interest rate swaps, and our $225 million of senior unsecured fixed rate notes.

Interest expense increased by approximately $6.5 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. This was primarily due to an increase of $4.6 million in interest expense for the full year on the $100 million of 4.63% senior unsecured fixed rate notes due 2026 and 4.76% senior unsecured fixed rate notes due 2028 issued in December 2018 and an increase of $1.7 million of term loan interest expense.

Interest expense, excluding deferred financing costs, on the $400 million of term loans and the interest rate swaps we entered into to hedge the variability associated with the term loans was $12.9 million and $11.2 million for the years ended December 31, 2019 and 2018, respectively. This interest expense includes hedge ineffectiveness incurred during the periods and the reclassification of other comprehensive income into interest expense. Interest expense from term loans increased from 2018 to 2019 as a result of the Credit Agreement (defined below). Interest expense and fees on our revolving credit facility was $0.8 million, for both the years ended December 31, 2019 and 2018. Amortization of deferred financing costs was $2.1 million and $1.8 million, respectively, for the years ended December 31, 2019 and 2018.

For additional information on the Company’s debt instruments, see “Liquidity and Financial Condition” below.

Realized Gain on Sale, Net

Realized gain on sale, net decreased by approximately $15.3 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. The Company did not sell any assets during the year ended December 31, 2019. During the year ended December 31, 2018, the Company sold two properties leased to Darden for total consideration of $21.7 million exclusive of $0.6 million costs to sell. The sales were the result of unsolicited offers and resulted in net gains of $15.3 million after costs to sell. These sales qualified as 1031 exchanges, and the consideration received was used to purchase other properties during 2018.

Income Taxes

During the years ended December 31, 2019 and 2018, our income tax expense on Real Estate Operations was $152 thousand and a benefit of $156 thousand, respectively. Income tax expense on Real Estate Operations consists of state and local income taxes incurred by FCPT on its lease portfolio. As FCPT acquires additional properties in states subject to state income taxes, income tax expense will continue to increase.

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Restaurant Operations

The following table sets forth our restaurant operating segment revenues and expenses data for the periods indicated.

Year Ended December 31,
2019 2018
(Dollars in thousands) % of Segment Revenues % of Segment Revenues
Restaurant revenues 100.0 % 100.0 %
Restaurant expenses:
Food and beverage 7,837 38.1 % 7,594 38.0 %
Restaurant labor 6,570 32.0 % 6,180 30.9 %
Other restaurant expenses ^(1)^ 5,635 27.4 % 5,641 28.2 %
Total restaurant expenses 20,042 97.5 % 19,415 97.2 %
Restaurant Operations, Net

All values are in US Dollars.

(1)    Other restaurant expenses include $410 thousand and $401 thousand, respectively, of intercompany rent paid to FCPT for the years ended December 31, 2019 and 2018, which is eliminated for financial reporting purposes.

Restaurant revenues increased approximately $0.6 million in the year ended December 31, 2019 compared to the year ended December 31, 2018, driven primarily by an increase in the average meal check and an increase in average guest counts.

Total restaurant expenses increased approximately $0.6 million in the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to increased administrative overhead. Food and beverage costs increased approximately $0.2 million in the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to increased sales year over year.

Critical Accounting Policies and Estimates

The preparation of FCPT’s consolidated financial statements in conformance with accounting principles generally accepted in the United States of America requires management to make estimates on assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, and asset impairment analysis.

A summary of FCPT’s accounting policies and procedures are included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

Real Estate Investments, Net

Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, within land, buildings and equipment, net, are amortized over the lesser of the non-cancelable lease term or the estimated useful lives of the related assets using the straight-line method. Equipment is depreciated over estimated useful lives also using the straight-line method. Real estate development and construction costs for newly constructed restaurants are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings and equipment are included in our accompanying consolidated statements of income (“Income Statement”).

Our accounting policies regarding land, buildings and equipment, including leasehold improvements, include our judgments regarding the estimated useful lives of these assets, the residual values to which the assets are depreciated or amortized, the determination of what constitutes a reasonably assured lease term, and the determination as to what constitutes enhancing the

35


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, as-if-vacant, and lease intangibles (if any). In making estimates of fair values for this purpose, the Company uses a third-party specialist that obtains various information about each property, as well as the pre-acquisition due diligence of the Company and prior leasing activities at the site.

Lease Intangibles

Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, acquired lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the asset carrying costs, including lost revenue, that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above-market and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.

In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below-market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized as an impairment loss included in depreciation and amortization expense. To date, the Company has not had significant early terminations.

Impairment of Long-Lived Assets

Land, buildings and equipment and certain other assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Events or changes in circumstances may include, but are not limited to, changes in market conditions including factors impacting tenant credit quality and changes in estimated time we expect to own the long-lived asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.

The judgments we make related to the estimated period of time we expect to own the long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets identified as potentially not recoverable are

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affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability or intent to sell our assets. 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 Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Income Statements.

Revenue Recognition

Effective January 1, 2018, the Company adopted FASB ASU No. 2014-09, “Revenue from Contracts with Customers” using the modified retrospective method. The standard outlines a single comprehensive revenue recognition model for entities to follow in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive for those goods or services. Effective January 1, 2018, the Company also adopted FASB ASU No. 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” Through the evaluation and implementation process, we have determined FCPT’s key revenue stream that could be impacted by FASB ASU No. 2014-09, as amended by FASB ASU No. 2017-05, is the gain on disposition of real estate reported on the Income Statements and Comprehensive Income Statement. We previously recognized revenue from asset sales, upon satisfaction of the criteria set forth in ASC 360, usually at the time of closing (i.e., transfer of asset). After adoption of FASB No. ASU 2014-09, as amended by FASB ASU No. 2017-05, we will evaluate the 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. Adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.

Rental Revenue

For those net leases that provide for periodic and determinable increases in base rent, base rental revenue is recognized on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a deferred rent receivable. Lease origination fees are deferred and amortized over the related lease term as an adjustment to depreciation expense. Taxes collected from lessees and remitted to governmental authorities are presented on a net basis within rental revenue in our Income Statements.

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.

We assess the collectability of our lease receivables, including deferred rent receivables. We base our assessment of the collectability of rent receivables on several factors including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we derecognize the deferred rent receivable asset and any outstanding accounts receivable as a reduction to rental revenue and record future rental revenue on a cash basis. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the cash lease receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered.

New Accounting Standards

A discussion of new accounting standards and the possible effects of these standards on our Consolidated Financial Statements is included in Note 2 of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

37


Liquidity and Financial Condition

At December 31, 2019, we had $5.1 million of cash and cash equivalents and $198 million of borrowing capacity under our revolving credit facility. The revolving credit facility provides for a letter of credit sub-limit of $25 million. As of February 13, 2020, we had $169 million of borrowing capacity under the revolving credit facility.

Debt Instruments

At December 31, 2019 and 2018, our long-term debt consisted of $400 million of non-amortizing term loans, $52 million in outstanding borrowings under the revolving credit facility, and $225 million aggregate principal amount of senior unsecured fixed rate notes issued by FCPT OP.

The Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017, as amended (the “Credit Agreement”), by and among the Company, FCPT OP, the Agent, the Lenders and the other agents party thereto, provides for a revolving credit facility in an aggregate principal amount of $250.0 million and a term loan facility in an aggregate principal amount of $400.0 million. The Credit Agreement has an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $250.0 million subject to obtaining lender commitments and other customary conditions.

The Credit Agreement provides that $150 million will mature on November 9, 2022, $150 million will mature on November 9, 2023, and $100 million will mature on March 9, 2024. The revolving credit facility portion will mature on November 9, 2021 with a one year extension option.

At December 31, 2019 and 2018, the weighted average interest rate on the term loans, after consideration of the interest rate hedges, was 2.99% and 3.14%, respectively. At December 31, 2019 there were outstanding borrowings of $52 million and no outstanding letters of credit. At December 31, 2018, there were no outstanding borrowings under the revolving credit facility and no outstanding letters of credit.

We have entered into interest rate swaps to hedge the interest rate variability associated with the Credit Agreement. On November 9, 2015, we entered into a interest rate swap with a fixed notional value of $200 million that matures on November 9, 2020, where the fixed rate paid by FCPT OP is 1.56% and the variable rate received resets monthly to the one month LIBOR rate. On July 12, 2017, we entered into a swap with a fixed notional value of $100 million, an effective date of November 9, 2018, and a maturity date of November 9, 2021, where the fixed rate paid by FCPT OP is 1.960% and the variable rate received resets monthly to the one month LIBOR rate. On July 12, 2017, we entered into a swap with a fixed notional value of $100 million, an effective date of November 9, 2020, a maturity date of November 9, 2023, where the fixed rate paid by FCPT OP is 2.302% and the variable rate received resets monthly to the one-month LIBOR rate. A fourth swap, which was entered into on August 29, 2017, is a 10-year swap with a fixed notional value of $100 million for its first twelve months and $200 million for its second twelve months with an effective date of November 9, 2020, a maturity date of November 9, 2022 and where the fixed rate paid by FCPT is 2.002% and the variable rate received resets monthly to the one month LIBOR rate. On June 11, 2019, we entered into a a swap with a fixed notional value of $150 million, an effective date of November 9, 2022 and a maturity of November 9, 2024 and where the fixed rate paid by FCPT is 1.913% and the variable rate received resets monthly to the one-month LIBOR rate. On August 9, 2019, we entered into a a swap with a fixed notional value of $50 million, an effective date of July 31, 2020 and a maturity of July 31, 2030 and where the fixed rate paid by FCPT is 1.625% and the variable rate received resets ever 3 months to the three-month LIBOR rate.

These six 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.

On June 7, 2017 and December 20, 2018, FCPT OP issued $125 million and $100 million, respectively, of senior unsecured fixed rate notes (together, the “Notes”) in private placements pursuant to note purchase agreements with the various purchasers. The Notes issued on June 7, 2017 consist of $50 million of notes with a term ending in June 2024 and priced at a fixed interest rate of 4.68%, $75 million of notes with a term ending in June 2027 and priced at a fixed interest rate of 4.93%. The Notes issued on December 20, 2018 consist of $50 million of notes with a term ending in December 2026 and priced at a fixed interest rate of 4.63% and $50 million of notes with a term ending in December 2028 and priced at a fixed interest rate of 4.76%.

38


Financing Strategy

On a short-term basis, our principal demands for funds will be for operating expenses, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common stockholders, primarily through cash provided by operating activities, and, for acquisitions, investments, and other capital expenditures, from borrowings under our $250 million revolving credit facility.

In August 2018, the Company completed a stock offering pursuant to which we sold 4,025,000 shares of our common stock, par value $0.01 per share, at a price of $25.00 per share. We raised $100.6 million in aggregate gross proceeds.

We have an effective shelf registration statement on file with the SEC under which we may issue equity financing through the instruments and on the terms most attractive to us at such time. On March 22, 2019, the Company amended its existing at-the-market equity program (as amended, the “ATM program”) and increased the maximum sales under ATM offerings to $210.0 million, thus adding an additional $160.0 million to the maximum sales under ATM program. The ATM program contemplates that, in addition to the issuance and sale by the Company of shares of common stock to or through the agents, the Company may enter into separate forward sale agreements with one of the agents or one of their respective affiliates (in such capacity, each, a “forward purchaser” and, collectively, the “forward purchasers”). When the Company enters into a forward sale agreement with any forward purchaser, we expect that such forward purchaser will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser's exposure under such forward sale agreement. The Company will not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date.

We currently expect to fully physically settle any future forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

During 2019, we sold 1,663,116 shares under the ATM program at a weighted-average selling price of $28.99 per share, for net proceeds of approximately $47.2 million (after issuance costs). The net proceeds were employed to fund acquisitions and for general corporate purposes. At December 31, 2019, there was $161.8 million available for issuance under the ATM program.

On a long-term basis, our principal demands for funds include payment of dividends, financing of property acquisitions and scheduled debt maturities. We plan to meet our long-term capital needs by issuing debt or equity securities or by obtaining asset level financing, subject to market conditions. In addition, we may issue common stock to permanently finance properties that were financed on an intermediate basis by our revolving credit facility or other indebtedness. In the future, we may also acquire properties by issuing partnership interests of our operating partnership in exchange for property owned by third parties. Our common partnership interests would be redeemable for cash or shares of our common stock. In addition, we plan to use the proceeds from any future sales we may make for subsequent acquisitions via a 1031 exchange.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and at terms that are acceptable to us.

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.

39


Contractual Obligations

The following table provides information with respect to our commitments as of December 31, 2019. The table does not reflect available debt or operating lease extensions.

(In millions) Less than 1 Year 1 – 3 Years 3 – 5 Years More than 5 Years Total
Long-term debt ^(1)^ $ $ 202.0 $ 300.0 $ 175.0 $ 677.0
Interest payments on long-term obligations ^(2)^ 24.9 46.7 27.5 23.0 122.1
Commitments under non-cancellable operating leases 0.4 0.1 0.5
Total Contractual Obligations and Commitments $ 25.3 $ 248.8 $ 327.5 $ 198.0 $ 799.6

(1)    Long-term debt includes the $400 million of term loans, $52 million of borrowings under the revolving credit facility, and $225 million of senior unsecured fixed rate notes.

(2)    Interest payments computed using the all-in rate as of December 31, 2019 of 2.99% for $300 million of the term loan that is hedged; 2.97% for the $100 million of the term loan that is unhedged using the December 31, 2019 LIBOR rate; and 3.25% using the December 31 LIBOR rate for the $52 million of revolving credit facility borrowings. The payments also assume on undrawn commitment fee of 0.30% on the $198 million revolving credit facility. Interest on private placement notes is calculated at 4.68%, 4.93%, 4.63%, and 4.76% on the $50 million June 2024, $75 million June 2027, $50 million December 2026, and $50 million December 2028 senior unsecured fixed rate notes, respectively.

Off-Balance Sheet Arrangements

At December 31, 2019, we had no off-balance sheet arrangements.

40


Supplemental Financial Measures

The following table presents a reconciliation of GAAP net income to Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) for the years ended December 31, 2019, 2018, and 2017.

Year Ended December 31,
(In thousands, except share and per share data) 2019 2018 2017
Net income $ 72,939 $ 82,929 $ 71,892
Depreciation and amortization 26,158 22,287 21,547
Realized gain on sales of real estate (15,271 ) (10,532 )
Provision for impairment 1,530 228
Realized gain on exchange of real estate ^(1)^ (228 )
Funds from Operations (FFO) (as defined by NAREIT) 99,097 91,247 83,135
Straight-line rent adjustment (9,207 ) (9,288 ) (9,536 )
Stock-based compensation expense 3,602 3,967 2,676
Non-cash amortization of deferred financing costs 2,050 1,834 2,144
Other non-cash interest expense (income) (4 ) 29 145
Non-real estate investment depreciation 154 67 36
Amortization of above and below market leases, net 158 64
Adjusted Funds from Operations (AFFO) $ 95,850 $ 87,920 $ 78,600
Fully diluted shares outstanding ^(2)^ 68,937,263 64,798,250 61,014,256
FFO per diluted share $ 1.44 $ 1.41 $ 1.36
AFFO per diluted share $ 1.39 $ 1.36 $ 1.29
(1) Non-cash gain recognized for GAAP purposes on the transfer of nonfinancial assets related to an excess land parcel exchange.
(2) Assumes the issuance of common shares for OP units held by non-controlling interests.

Non-GAAP Definitions

The certain non-GAAP financial measures included above management believes are helpful in understanding our business, as further described below. Our definition and calculation of non-GAAP financial measures may differ from those of other REITs and therefore may not be comparable. The non-GAAP measures should not be considered an alternative to net income as an indicator of our performance and should be considered only a supplement to net income, and to cash flows from operating, investing or financing activities as a measure of profitability and/or liquidity, computed in accordance with U.S. GAAP.

FFO is a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of property and undepreciated land and impairment write-downs of depreciable real estate, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. We also omit the tax impact of non-FFO producing activities from FFO determined in accordance with the NAREIT definition.

Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We offer this measure because we recognize that FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because 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

41


performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. FFO is a non-GAAP measure and should not be considered a measure of liquidity including our ability to pay dividends or make distributions. In addition, our calculations of FFO are not necessarily comparable to FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors in our securities should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.

Adjusted Funds from Operations is a non-U.S. GAAP measure that is used as a supplemental operating measure specifically for comparing year-over-year ability to fund dividend distribution from operating activities. AFFO is used by us as a basis to address our ability to fund our dividend payments. We calculate AFFO by adding to or subtracting from FFO:

1. Transaction costs incurred in connection with business combinations
2. Straight-line rent revenue adjustment
--- ---
3. Stock-based compensation expense
--- ---
4. Non-cash amortization of deferred financing costs
--- ---
5. Other non-cash interest expense (income)
--- ---
6. Non-real estate investment depreciation
--- ---
7. Merger, restructuring and other related costs
--- ---
8. Impairment charges
--- ---
9. Amortization of above and below market leases
--- ---
10. Amortization of capitalized leasing costs
--- ---
11. Debt extinguishment gains and losses
--- ---
12. Recurring capital expenditures and tenant improvements
--- ---

AFFO is not intended to represent cash flow from operations for the period, and is only intended to provide an additional measure of performance by adjusting the effect of certain items noted above included in FFO. AFFO is a widely reported measure by other REITs; however, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to other REITs.

42


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to financial market risks, especially interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and global economic and political conditions, and other factors which are beyond our control. Our operating results will depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our revolving credit facility. We consider certain risks associated with the use of variable rate debt, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.” The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities and variable-rate assets with variable-rate liabilities. As of December 31, 2019, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases).

As of December 31, 2019, $225 million of our total indebtedness consisted of senior unsecured fixed rated notes. The remaining $452 million of our total indebtedness consisted of three to five-year variable-rate obligations for which we have entered into swaps that effectively fix $300 million through November 2020. We intend to continue our practice of employing interest rate derivative contracts, such as interest rate swaps and futures, to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate changes. We do not intend to enter into derivative contracts for speculative or trading purposes. We generally intend to utilize derivative instruments to hedge interest rate risk on our liabilities and not use derivatives for other purposes, such as hedging asset-related risks. We consider certain risks associated with the use of derivative instruments, including those described under “Item 1A. Risk Factors - Risks Related to Our Business - Hedging transactions could have a negative effect on our results of operations.”

Due to the fixed rate nature of $225 million of our indebtedness and the hedging transactions described above, a hypothetical one percentage point decline in interest rates would not have materially affected our consolidated financial position, results of operations or cash flows as of December 31, 2019.

43


Item 8. Financial Statements and Supplementary Data.

Financial Statements and Supplementary Data consist of financial statements as indexed on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

Our management, with participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2019.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control-Integrated Framework. Based on its assessment and those criteria, our management concluded that, as of December 31, 2019 our internal control over financial reporting is effective.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Company's internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2019 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Our discussion of federal income tax considerations in Exhibit 99.2 attached hereto, which is incorporated herein by reference, supersedes and replaces, in its entirety, the disclosure under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on October 31, 2018 (File No. 001-37538).

44


PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 11. Executive Compensation.

The information required by Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Owners and Management and Related Stockholder Matters.

The information required by Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 14. Principal Accounting Fees and Services.

The information required by Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

45


PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) For Financial Statements, see Index to Financial Statements on page F-1.

(b) For Exhibits, see Index to Exhibits on page E-1.

46


Item 16. Form 10-K Summary

None.

47


FOUR CORNERS PROPERTY TRUST, INC.

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as of December 31, 2019 and 2018 F-6
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018, and 2017 F-7
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018, and 2017 F-8
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2018, and 2017 F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017 F-10
Notes to Consolidated Financial Statements F-11

F-1


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors

Four Corners Property Trust, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Four Corners Property Trust, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III - Real Estate Assets and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

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

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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

F-2


statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Impairment of Long-Lived Assets

As discussed in Note 2 to the consolidated financial statements, the Company is required to test their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company’s long-lived assets primarily consist of the total real estate investment and the related intangible lease assets, net of accumulated depreciation and amortization, which had a balance of $1.4 billion as of December 31, 2019.

We identified the assessment of the events or changes in circumstances which indicate that the carrying amount of long-lived assets may not be recoverable as a critical audit matter. Specifically, the factors that required a higher degree of auditor judgment were the identification and evaluation of changes in market conditions including factors impacting tenant credit quality and the period of time the Company expects to own the long-lived assets. Significant adverse changes in market conditions or a decrease in the period of time the Company expects to own the long-lived asset could indicate that the carrying amount of long-lived assets may not be recoverable.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s impairment process, including controls over the identification of changes in market conditions including factors impacting tenant credit quality and the assessment of the period of time the Company expects to own long-lived assets. We evaluated the market conditions impacting the Company’s real estate investment portfolio based on our understanding of the entity and the industry by reading third party market reports. We tested the tenant’s performance of their lease obligation by evaluating the Company’s accounts receivable balance and collection of rental payments to identify any indicators of impairment related to tenant credit quality. For certain tenants, we read publicly available information including the tenant’s financial statements, analyst reports, recent public filings and news articles which may identify events or changes in circumstances that may indicate potential impairment. We examined the Company’s ability to evaluate events or changes in circumstances that may indicate potential impairment by assessing the timeliness of historically recognized impairment charges. We also read board of directors meeting minutes, inspected other internal documentation such as strategic plans and property marketing information and inquired to assess the period of time the Company expects to own the long-lived assets.

/s/ KPMG LLP

We have served as the Company’s auditor since 2015.

San Francisco, California

February 26, 2020

F-3


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors

Four Corners Property Trust, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Four Corners Property Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III - Real Estate Assets and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 26, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

San Francisco, California

February 26, 2020

F-5


FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

December 31,
2019 2018
ASSETS
Real estate investments:
Land $ 690,575 $ 569,057
Buildings, equipment and improvements 1,277,159 1,236,224
Total real estate investments 1,967,734 1,805,281
Less: Accumulated depreciation (635,630 ) (614,584 )
Real estate investments, net 1,332,104 1,190,697
Intangible real estate assets, net 57,917 18,998
Total real estate investments and intangible real estate assets, net 1,390,021 1,209,695
Cash and cash equivalents 5,083 92,041
Straight-line rent adjustment 39,350 30,141
Derivative assets 1,451 5,982
Other assets 10,165 5,239
Total Assets $ 1,446,070 $ 1,343,098
LIABILITIES AND EQUITY
Liabilities:
Long-term debt, net of deferred financing costs $ 669,940 $ 615,892
Dividends payable 21,325 19,580
Rent received in advance 10,463 1,609
Derivative liabilities 5,005
Other liabilities 12,596 7,053
Total liabilities 719,329 644,134
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, 70,020,660 and 68,204,045 shares issued and outstanding at December 31, 2019 and 2018, respectively 7 7
Additional paid-in capital 686,181 639,116
Retained earnings 38,401 46,018
Accumulated other comprehensive (loss) income (3,539 ) 5,956
Noncontrolling interests 5,691 7,867
Total equity 726,741 698,964
Total Liabilities and Equity $ 1,446,070 $ 1,343,098

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

F-6


FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

Year Ended December 31,
2019 2018 2017
Revenues:
Rental $ 139,682 $ 123,665 $ 113,937
Restaurant 20,551 19,970 19,272
Total revenues 160,233 143,635 133,209
Operating expenses:
General and administrative 13,934 13,206 11,976
Depreciation and amortization 26,312 23,884 21,811
Property 1,579 433 283
Restaurant 19,632 19,014 18,652
Total operating expenses 61,457 56,537 52,722
Interest expense (26,516 ) (19,959 ) (19,469 )
Other income, net 944 781 324
Realized gain on sale, net 15,271 10,532
Income tax (expense) benefit (265 ) (262 ) 18
Net income 72,939 82,929 71,892
Net income attributable to noncontrolling interest (323 ) (531 ) (498 )
Net Income Available to Common Shareholders $ 72,616 $ 82,398 $ 71,394
Basic net income per share: $ 1.06 $ 1.29 $ 1.18
Diluted net income per share: $ 1.06 $ 1.28 $ 1.18
Weighted average number of common shares outstanding:
Basic 68,430,841 64,041,255 60,627,423
Diluted 68,632,010 64,388,929 60,695,834
Dividends declared per common share $ 1.1675 $ 1.1125 $ 1.0025

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

F-7


FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year Ended December 31,
2019 2018 2017
Net income $ 72,939 $ 82,929 $ 71,892
Realized and unrealized (loss) gain on hedging instruments (9,540 ) 1,022 4,297
Comprehensive income 63,399 83,951 76,189
Less: comprehensive income attributable to noncontrolling interest (278 ) (542 ) (524 )
Comprehensive Income Attributable to Common Shareholders $ 63,121 $ 83,409 $ 75,665

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

F-8


FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total
Shares Amount
Balance at December 31, 2016 59,923,557 6 $ 438,864 $ 25,943 $ 207 $ 5,097 $ 470,117
Issuance of OP units 2,620 2,620
Net income 71,394 498 71,892
Realized and unrealized gain on derivative instruments 4,271 26 4,297
Dividends and distributions paid and declared on common stock and OP units (61,019 ) (460 ) (61,479 )
ATM proceeds, net of issuance costs 1,347,010 32,145 32,145
Stock-based compensation, net 58,922 2,676 2,676
Balance at December 31, 2017 61,329,489 6 473,685 36,318 4,478 7,781 522,268
ASU 2017-12 Transition Adjustment (467 ) 467
Net income 82,398 531 82,929
Realized and unrealized gain on derivative instruments 1,011 11 1,022
Equity offering, net of issuance costs 4,025,000 1 96,324 96,325
Dividends and distributions paid and declared on common stock and OP units (72,231 ) (456 ) (72,687 )
ATM proceeds, net of issuance costs 2,716,090 65,533 65,533
Stock-based compensation, net 133,466 3,574 3,574
Balance at December 31, 2018 68,204,045 7 639,116 46,018 5,956 7,867 698,964
Net income 72,616 323 72,939
Realized and unrealized loss on derivative instruments (9,495 ) (45 ) (9,540 )
Redemption of OP units 5,966 (1,068 ) (2,099 ) (3,167 )
Dividends paid and declared on common stock (80,233 ) (355 ) (80,588 )
ATM proceeds, net of issuance costs 1,663,116 47,233 47,233
Stock-based compensation, net 147,533 900 900
Balance at December 31, 2019 70,020,660 7 $ 686,181 $ 38,401 $ (3,539 ) $ 5,691 $ 726,741

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

F-9


FOUR CORNERS PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,
2019 2018 2017
Cash flows - operating activities
Net income $ 72,939 $ 82,929 71,892
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 26,312 23,884 21,811
Gain on disposal of land, building, and equipment (15,271 ) (10,532 )
Gain on exchange of non-financial assets (228 )
Non-cash revenue adjustments 158 64
Amortization of financing costs 2,050 1,834 2,144
Stock-based compensation expense 3,602 3,967 2,676
Deferred income taxes (196 )
Changes in assets and liabilities:
Derivative assets and liabilities (4 ) 29 145
Straight-line rent adjustment (9,207 ) (9,288 ) (9,536 )
Rent received in advance 8,854 (6,686 ) 321
Other assets and liabilities (31 ) (351 ) 220
Net cash provided by operating activities 104,673 80,883 78,945
Cash flows - investing activities
Investments in real estate (205,154 ) (268,266 ) (95,112 )
Net proceeds from sale of operating real estate 21,139 15,645
Advance deposits on acquisition of operating real estate (2,199 ) 81 (947 )
Net cash used in investing activities (207,353 ) (247,046 ) (80,414 )
Cash flows - financing activities
Net proceeds from ATM equity issuance 47,233 65,533 32,145
Net proceeds from equity offering 96,325
Proceeds from issuance of senior notes 100,000 125,000
Payment of deferred financing costs (1,481 ) (5,500 )
Proceeds from revolving credit facility 52,000 25,000 36,000
Repayment of revolving credit facility (25,000 ) (81,000 )
Payment of dividend to shareholders (78,488 ) (69,494 ) (58,695 )
Distribution to non-controlling interests (355 ) (456 ) (460 )
Redemption of non-controlling interests (3,167 ) (988 )
Repayment of debt assumed in purchase of real estate investments (2,305 )
Shares withheld for taxes upon vesting (2,702 ) (393 )
Net cash provided by financing activities 14,521 190,034 44,197
Net (decrease) increase in cash and cash equivalents, including restricted cash (88,159 ) 23,871 42,728
Cash and cash equivalents, including restricted cash, beginning of year 93,242 69,371 26,643
Cash and cash equivalents, including restricted cash, ending of year $ 5,083 $ 93,242 $ 69,371
Supplemental disclosures:
Interest paid $ 25,948 $ 20,218 $ 14,102
Taxes paid $ 589 $ 470 $ 561
Operating lease payments received (lessor) $ 129,699 $ $
Operating lease payments remitted (lessee) $ 415 $ $
Non - cash investing and financing activities:
Dividends declared but not paid $ 21,325 $ 19,580 $ 16,843
Debt assumed in acquisition of real estate investments $ $ $ 2,305
Change in fair value of derivative instruments $ (9,536 ) $ 993 $ 4,152
Operating partner units issued in exchange for real estate investments $ $ $ 3,609

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

F-10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

Four Corners Property Trust, Inc. (together with its subsidiaries, “FCPT”) is an independent, publicly traded, self-administered company, primarily engaged in the ownership, acquisition and leasing of restaurant properties. Substantially all of our business is conducted through Four Corners Operating Partnership, LP (“FCPT OP”), a Delaware limited partnership of which we are the initial and substantial limited partner. Our wholly owned subsidiary, Four Corners GP, LLC (“FCPT GP”), is its sole general partner.

FCPT was incorporated as a Maryland corporation on July 2, 2015 as a wholly owned indirect subsidiary of Darden Restaurants, Inc., (together with its consolidated subsidiaries “Darden”), for the purpose of owning, acquiring and leasing properties on a triple-net basis, for use in the restaurant and related food service industries. On November 9, 2015, Darden completed a spin-off of FCPT whereby Darden contributed to us

100%

of the equity interest in entities that own

418

properties in which Darden operates restaurants, representing 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 (the “Spin-Off”).

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our adjusted taxable income to our shareholders, subject to certain adjustments and excluding any net capital gain. As a REIT, we will not be subject to federal corporate income tax on that portion of net income that is distributed to our shareholders.  However, FCPT’s taxable REIT subsidiaries (“TRS”) will generally be subject to federal, state, and local income taxes. We made our REIT election upon the filing of our 2016 tax return.

Any references to “the Company,” “we,” “us,” or “our,” refer to FCPT as an independent, publicly traded, self-administered company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements (“the Consolidated Financial Statements”) include the accounts of Four Corners Property Trust, Inc. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results for the interim periods presented. These adjustments are considered to be of a normal, recurring nature.

Use of Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. The estimates and assumptions used in the accompanying Consolidated Financial Statements are based on management’s evaluation of the relevant facts and circumstances. Actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements, and such differences could be material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Real Estate Investments, Net

Real estate investments, net are recorded at cost less accumulated depreciation. Building components are depreciated over estimated useful lives ranging from seven to fifty-five years using the straight-line method. Leasehold improvements, which are reflected on our Consolidated Balance Sheets as a component of buildings, equipment, and improvements, net, are amortized over the lesser of the non-cancelable lease term or the estimated useful lives of the related assets using the straight-line method. Equipment is depreciated over estimated useful lives ranging from two to fifteen years also using the straight-line method. Real estate development and construction costs for newly constructed restaurants are capitalized in the period in which they are incurred. Gains and losses on the disposal of land, buildings and equipment are included in realized gain on sale, net in our accompanying Consolidated Statements of Income (“Income Statements”).

Our accounting policies regarding land, buildings, equipment, and improvements, include our judgments regarding the estimated useful lives of these assets, the residual values to which the assets are depreciated or amortized, the determination of what constitutes a reasonably assured lease term, and the determination as to what constitutes enhancing the value of or increasing the life of existing assets. These judgments and estimates may produce materially different amounts of reported depreciation and amortization expense if different assumptions were used. As discussed further below, these judgments may also impact our need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized, or as our expectations of estimated future cash flows change.

Acquisition of Real Estate

The Company evaluates acquisitions to determine whether transactions should be accounted for as asset acquisitions or business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2017-01. The Company has determined the land, building, site improvements, and in-places leases (if any) of assets acquired were each single assets as the building and property improvements are attached to the land and cannot be physically removed and used separately from the land without incurring significant costs or reducing their fair value. Additionally, the Company has not acquired a substantive process used to generate outputs. As substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset and there were no processes acquired, the acquisitions do not qualify as businesses and are accounted for as asset acquisitions. Related transaction costs are generally capitalized and amortized over the useful lives of the acquired assets.

The Company allocates the purchase price (including acquisition and closing costs) of real estate acquisitions to land, building, and improvements based on their relative fair values. The determination of the building fair value is on an ‘as-if-vacant’ basis. Value is allocated to acquired lease intangibles (if any) based on the costs avoided and revenue recognized by acquiring the property subject to lease and avoiding an otherwise ‘dark period’. In making estimates of fair values for this purpose, the Company uses a third-party specialist that obtains various information about each property, as well as the pre-acquisition due diligence of the Company and prior leasing activities at the site.

Lease Intangibles

Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, acquired lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the asset carrying costs, including lost revenue, that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above-market and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.

In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below-market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any

F-12


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 lease intangible 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 a long-lived asset may not be recoverable. Events or changes in circumstances may include, but are not limited to, changes in market conditions including factors impacting tenant credit quality and changes in estimated time we expect to own the long-lived asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If these assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined by appraisals or sales prices of comparable assets.

The judgments we make related to the estimated period of time we expect to own the long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of these assets identified as potentially not recoverable are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, changes in usage or operating performance, desirability of the restaurant sites and other factors, such as our ability or intent to sell our assets. 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 Income Statements as the original impairment. Provisions for impairment are included in depreciation and amortization expense in the accompanying Consolidated Income Statements.

During the year ended December 31, 2019, we did not record provisions for impairment. During the years ended December 31, 2018 and 2017 we recorded impairment expense of $1.5 million, and $228 thousand, respectively, due to the bankruptcy and court ordered termination of a lease by one tenant. These amounts are included in depreciation and amortization in the accompanying Income Statements.

Real Estate Held for Sale

Real estate is classified as held for sale when the sale is probable, will be completed within one year, purchase agreements are executed, the buyer has a significant deposit at risk, and no financing contingencies exist which could prevent the transaction from being completed in a timely manner. Restaurant sites and certain other assets to be disposed of are included in assets held for sale when the likelihood of disposing of these assets within one year is probable. Assets whose disposal is not probable within one year remain in land, buildings, equipment and improvements until their disposal within one year is probable. Disposals of assets that have a major effect on our operations and financial results or that represent a strategic shift in our operating businesses meet the requirements to be reported as discontinued operations. Real estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell. There was no real estate held for sale at December 31, 2019 or 2018.

Leases

Effective January 1, 2019, the Company adopted FASB Accounting Standards Codification 842, Leases, including effective amendments (“ASC 842”), using the effective date method. Consolidated Financial Statements for reporting periods beginning on or after January 1, 2019, are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported Consolidated Financial Statements and did not result in a cumulative adjustment to equity.

F-13


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

All significant lease arrangements are generally recognized at lease commencement. For leases where the Company is the lessee upon adoption of ASC 842, operating or finance lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. As part of certain real estate investment transactions, the Company may enter into long-term ground leases as a lessee. The Company recognizes a ground lease (or right-of-use) asset and related lease liability for each of these ground leases. Ground lease assets and lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments.

For leases where Company is the lessor, we determine the classification upon commencement. At December 31, 2019, all such leases are classified as operating leases. These operating leases may contain both lease and non-lease components. The Company accounts for lease and non-lease components as a single component. Prior to adoption of ASC 842, lease origination fees were deferred and amortized over the related lease term as an adjustment to depreciation expense. Subsequent to the adoption of ASC 842 on January 1, 2019, the Company expenses certain initial direct costs that are not incremental in obtaining a lease.

See Note 5 - Leases for additional information.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents can consist of cash and money market accounts. Restricted cash consists of 1031 exchange proceeds and is included in Other assets on our Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in our Consolidated Balance Sheets to the total amount shown in our Consolidated Statements of Cash Flows.

December 31,
(In thousands) 2019 2018 2017
Cash and cash equivalents $ 5,083 $ 92,041 $ 64,466
Restricted cash (included in Other assets) 1,201 4,905
Total Cash, Cash Equivalents, and Restricted Cash $ 5,083 $ 93,242 $ 69,371

Long-term Debt

Long-term debt is carried at unpaid principal balance, net of deferred financing costs. All of our long-term debt is currently unsecured and interest is paid monthly on our non-amortizing term loans and revolving credit facility and semi-annually on our senior unsecured fixed rate notes.

Deferred Financing Costs

Financing costs related to long-term debt are deferred and amortized over the remaining life of the debt using the effective interest method. These costs are presented as a direct deduction from their related liabilities on the Consolidated Balance Sheets.

See Note 6 - Long-term Debt, Net of Deferred Financing Costs for additional information.

Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments as required by FASB ASC Topic 815, Derivatives and Hedging, and those utilized as economic hedges. Our use of derivative instruments is currently limited to interest rate hedges. These instruments are generally structured as hedges of the variability of cash flows related to forecasted transactions (cash flow hedges). We do not enter into derivative instruments for trading or speculative purposes, where changes in the cash flows of the derivative are not expected to offset changes in cash flows of the hedged item. All derivatives are recognized on the balance sheet at fair value. For those derivative instruments for which

F-14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

we intend to elect hedge accounting, at the time the derivative contract is entered into, we document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific assets and liabilities on the Consolidated Balance Sheets or to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the cash flow hedge accounting criteria in accordance with GAAP, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss), net of tax. These changes in fair value will be reclassified into earnings at the time of the forecasted transaction. Ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

See Note 7 - Derivative Financial Instruments for additional information.

Other Assets and Liabilities

Other assets primarily consist of pre-acquisition costs, prepaid assets, food and beverage inventories for use by our Kerrow operating subsidiary, escrow deposits, lease origination fees, and accounts receivable. Other liabilities primarily consist of accrued compensation, accrued interest, accrued operating expenses, derivative liabilities, and deferred rent obligations on certain operating leases.

See Note 8 - Supplemental detail for certain components of the Consolidated Balance Sheets

Revenue Recognition

Effective January 1, 2018, the Company adopted FASB ASU No. 2014-09, “Revenue from Contracts with Customers” using the modified retrospective method. The standard outlines a single comprehensive revenue recognition model for entities to follow in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive for those goods or services. Effective January 1, 2018, the Company also adopted FASB ASU No. 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” Through the evaluation and implementation process, we have determined FCPT’s key revenue stream that could be impacted by FASB ASU No. 2014-09, as amended by FASB ASU No. 2017-05, is the gain on disposition of real estate reported on the Consolidated Income Statements. We previously recognized revenue from asset sales upon satisfaction of the criteria set forth in ASC 360, usually at the time of closing (i.e., transfer of asset). After adoption of FASB No. ASU 2014-09, as amended by FASB ASU No. 2017-05, we will evaluate the 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. Adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.

Rental revenue

For those net leases that provide for periodic and determinable increases in base rent, base rental revenue is recognized on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a deferred rent receivable. Lease origination fees are deferred and amortized over the related lease term as an adjustment to depreciation expense. Taxes collected from lessees and remitted to governmental authorities are presented on a net basis within rental revenue in our Income Statements and Comprehensive Income Statement.

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.

We assess the collectability of our lease receivables, including deferred rent receivables. We base our assessment of the collectability of rent receivables on several factors including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property, the

F-15


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we derecognize the deferred rent receivable asset and any outstanding accounts receivable as a reduction to rental revenue and record future rental revenue on a cash basis. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the cash lease receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. Refer to the Application of New Accounting Standards section below for discussion of FASB ASU 2016-02, “Leases (Topic 842)”.

Restaurant revenue

Restaurant revenue represents food, beverage, and other products sold and is presented net of the following discounts: coupons, employee meals, complimentary meals and gift cards. Revenue from restaurant sales, whether received in cash or by credit card, is recognized when food and beverage products are sold. At December 31, 2019 and 2018, credit card receivables, included in other assets, totaled $81 thousand and $82 thousand, respectively. We recognize sales from our gift cards when the gift card is redeemed by the customer. Sales taxes collected from customers and remitted to governmental authorities are presented on a net basis within restaurant revenue on our Income Statements.

Restaurant Expenses

Restaurant expenses include restaurant labor, general and administrative expenses, and food and beverage costs. Food and beverage costs include inventory, warehousing, related purchasing and distribution costs. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.

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 9 - Equity for additional information.

Noncontrolling Interest

Noncontrolling interest represents the aggregate limited partnership interests in FCPT OP held by third parties. In accordance with GAAP, the noncontrolling interest of FCPT OP is shown as a component of equity on our Consolidated Balance Sheets, and the portion of income allocable to third parties is shown as net income attributable to noncontrolling interests in our Income Statements and consolidated statements of comprehensive income (“Comprehensive Income Statement”). The Company follows the guidance issued by the FASB regarding the classification and measurement of redeemable securities. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Accordingly, the Company has determined that the common OP units meet the requirements to be classified as permanent equity. A reconciliation of equity attributable to noncontrolling interest is disclosed in our consolidated statement of changes in equity.

See Note 9 - Equity for additional information.

Income Taxes

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT commencing with our taxable year ended December 31, 2016, and we intend to continue to operate in a manner that will enable us to maintain our qualification as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our net income. To maintain our qualification as a REIT, we are required under the Code to distribute at least 90% of our REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) to our shareholders and meet certain other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. Even if we qualify as a REIT, we are subject to certain state, local and franchise taxes. Under certain circumstances, U.S. federal income and excise taxes may be due on our undistributed taxable income.

The Kerrow Restaurant Operating Business is a TRS and is taxed as a C corporation.

F-16


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We provide for federal and state income taxes currently payable as well as for those deferred because of temporary differences between reporting income and expenses for financial statement purposes versus tax purposes. Federal income tax credits are recorded as a reduction of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Interest recognized on reserves for uncertain tax positions is included in interest, net in our Comprehensive Income Statement. A corresponding liability for accrued interest is included as a component of other liabilities on our Consolidated Balance Sheets. Penalties, when incurred, are recognized in general and administrative expenses.

We estimate certain components of our provision for income taxes. These estimates include, among other items, depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as taxes paid on reported employee tip income, effective rates for state and local income taxes and the valuation and tax deductibility of certain other items. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available.

We base our estimates on the best available information at the time that we prepare the provision. We will generally file our annual income tax returns several months after our year end. Income tax returns are subject to audit by state and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws. The major jurisdictions in which we will file income tax returns are the U.S. federal jurisdiction and all states in the U.S. in which we own properties that have an income tax.

U.S. GAAP requires that a position taken or expected to be taken in a tax return be recognized (or derecognized) in the financial statements when it is more likely than not (i.e., a likelihood of more than 50 percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We include within our current tax provision the balance of unrecognized tax benefits related to tax positions for which it is reasonably possible that the total amounts could change during the next 12 months based on the outcome of examinations.

See Note 10 - Income Taxes for additional information.

Stock-Based Compensation

The Company’s stock-based compensation plan provides for the grant of restricted stock awards (“RSAs”), deferred stock units (“DSUs”), performance-based awards including performance stock units (“PSUs”), dividend equivalents (“DEUs”), restricted stock units (“RSUs”), and other types of awards to eligible participants. DEUs are earned during the vesting period and received upon vesting of award. Upon forfeiture of an award, DEUs earned during the vesting period are also forfeited. We classify stock-based payment awards either as equity awards or liability awards based upon cash settlement options. Equity classified awards are measured based on the fair value on the date of grant. Liability classified awards are remeasured to fair value each reporting period. We recognize costs resulting from the Company’s stock-based compensation awards on a straight-line basis over their vesting periods, which range between one and five years, less forfeitures. No compensation cost is recognized for awards for which employees do not render the requisite services.

See Note 11 - Stock-based Compensation for additional information.

Fair Value of Financial Instruments

We use a fair value approach to value certain assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than level 1 inputs that are either directly or indirectly observable; and
--- ---

F-17


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

NOTE 3 – CONCENTRATION OF CREDIT RISK

Our tenant base and the restaurant brands operating our properties are highly concentrated. With respect to our tenant base, Darden leases represent approximately

71%

of the scheduled base rents of the properties we own. As our revenues predominately consist of rental payments, we are dependent on Darden for a significant portion of our leasing revenues. The audited and unaudited financial statements for Darden are included in its filings with the SEC, which can be found on the SEC’s internet website at www.sec.gov. Reference to Darden’s filings with the SEC is solely for the information of investors. We do not intend this website to be an active link or to otherwise incorporate the information contained on such website (including Darden’s filings with the SEC) into this report or our other filings with the SEC.

We are also subject to concentration risk in terms of restaurant brands that occupy our properties. With

304

locations in our portfolio, Olive Garden branded restaurants comprise approximately

43%

of our leased properties and approximately

53%

of the revenues received under leases. Our properties, including the Kerrow Operating Business, are located in 46 states with lease revenue concentrations of

10%

or greater in two states: Texas (

12.5%

) and Florida (

10.8%

).

We are exposed to credit risk with respect to cash held at various financial institutions, access to our credit facility, and amounts due or payable under our derivative contracts. At December 31, 2019, our exposure to risk related to amounts due to us on our derivative instruments totaling $3.6 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 $198 million available capacity under the revolver portion of our credit facility is spread among a diversified group of investment grade financial institutions.

NOTE 4 – REAL ESTATE INVESTMENTS, NET AND INTANGIBLE ASSETS AND LIABILITIES, NET

Real Estate Investments

Real estate investments, net, which consist of land, buildings and improvements leased to others subject to net operating leases and those utilized in the operations of Kerrow Restaurant Operating Business is summarized as follows:

December 31,
(In thousands) 2019 2018
Land $ 690,575 $ 569,057
Buildings and improvements 1,142,275 1,099,591
Equipment 134,884 136,633
Total gross real estate investments 1,967,734 1,805,281
Less: accumulated depreciation (635,630 ) (614,584 )
Real estate investments, net 1,332,104 1,190,697
Intangible real estate assets, net 57,917 18,998
Total Real Estate Investments and Intangible Real Estate Assets, Net $ 1,390,021 $ 1,209,695

During the year ended December 31, 2019, the Company invested $205.2 million, including transaction costs, in 90 restaurant properties located in twenty-seven states, and allocated the investment as follows: $121.5 million to land, $42.7 million to buildings and improvements, and $41.0 million to intangible assets, including finance ROU assets. There was no contingent consideration associated with these acquisitions. These properties are 100% occupied under net leases, with a weighted average remaining lease term of

10.0

years as of December 31, 2019. During the year ended December 31, 2019, the Company did not sell any properties.

During the year ended December 31, 2018, the Company invested $268.3 million, including transaction costs, in 97 restaurant properties located in twenty-eight states, and allocated the investment as follows: $122.6 million to land, $130.1 million to buildings and improvements, and $15.6 million to intangible assets principally related to the value of the in-place leases acquired. There was no contingent consideration associated with these acquisitions. These properties were 100% occupied under net leases,

F-18


with a weighted average remaining lease term of

13.7

years as of December 31, 2018. During the year ended December 31, 2018, the Company sold two properties with a net book value of $5.8 million for a realized gain on sale of $15.3 million.

Intangible Lease Assets and Liabilities, Net

The following tables detail intangible lease assets and liabilities. Intangible lease liabilities are included in Other liabilities on our Consolidated Balance Sheets. Acquired in-place lease intangibles are amortized over the remaining lease term as depreciation and amortization expense. Above-market and below-market leases are amortized over the initial term of the respective leases as an adjustment to rental revenue.

December 31,
(In thousands) 2019 2018
Acquired in-place lease intangibles $ 38,844 $ 19,079
Above-market leases 7,754 1,318
Finance lease - right of use assets 16,063
Total 62,661 20,397
Less: accumulated amortization (4,744 ) (1,399 )
Intangible Lease Assets, Net $ 57,917 $ 18,998
December 31,
--- --- --- --- --- --- ---
(In thousands) 2019 2018
Below-market leases $ 1,923 $ 610
Less: accumulated amortization (155 ) (33 )
Intangible Lease Liabilities, Net $ 1,768 $ 577

The value of acquired in-place leases amortized and included in depreciation and amortization expense was $3.1 million, and $970 thousand, for the years ended December 31, 2019, and 2018, respectively. The value of above-market and below-market leases amortized as a net adjustment to revenue was $157 thousand and $62 thousand for the year ended December 31, 2019, and 2018, respectively. There was no amortization for adjustments to revenue for the year ended December 31, 2017. At December 31, 2019, the total weighted average amortization period remaining for our intangible lease assets and liabilities was

11.1

years, and the individual weighted average amortization period remaining for acquired in-place lease intangibles, above-market leases and below-market leases was

11.3

years,

9.8

years, and

10.7

years, respectively.

Based on the balance of intangible assets at December 31, 2019, the net aggregate amortization expense for the next five years and thereafter is expected to be as follows:

(In thousands) December 31, 2019
2020 $ 5,347
2021 4,960
2022 4,655
2023 3,893
2024 3,494
Thereafter 17,737
Total Future Amortization Expense $ 40,086

NOTE 5 – LEASES

Operating Leases as Lessee

Upon adoption of ASC 842, as a lessee we recorded ROU assets and lease liabilities for the three ground leases at our Kerrow Restaurant Operating Business. These ground leases have extension options, which we believe will be exercised and are included

F-19


in the calculation of our lease liabilities and ROU assets. In calculating the lease obligations under the ground leases, 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.

Impact of Adoption

The table below presents the impact of adoption of the lease standard on our Consolidated Balance Sheet as of January 1, 2019.

(In thousands) December 31, 2018 Upon Adoption (January 1, 2019) As Adjusted
Operating lease right-of-use asset (included in other assets) $ $ 5,723 $ 5,723
Operating lease liability (included in other liabilities) 6,425 6,425
Deferred rent payable 702 (702 )

Operating Lease Liability

During the year ended December 31, 2019, the Company acquired the land and lease of one of the Kerrow Operating Businesses. The acquisition resulted in an intercompany lease which is eliminated in consolidation, and removed as an operating lease liability for financial reporting purposes. As of December 31, 2019, maturities of operating lease liabilities were as follows:

(In thousands) December 31, 2019
2020 $ 265
2021 282
2022 290
2023 290
2024 290
Thereafter 5,671
Total Payments 7,088
Less: Interest (2,685 )
Operating Lease Liability $ 4,403

The weighted-average discount rate for operating leases at December 31, 2019 was

4.52%

. The weighted-average remaining lease term was 21.3 years.

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the following table presents future minimum lease commitments under non-cancelable operating leases. The table does not reflect available operating lease extensions.

(In thousands) December 31, 2018
2019 $ 550
2020 400
2021 103
2022 and thereafter
Total Future Lease Commitments $ 1,053

Rent expense was $663 thousand, $716 thousand, and $608 thousand for the years ended December 31, 2019, 2018, and 2017, respectively.

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Operating Leases as Lessor

Our leases consist primarily of single-tenant, net leases, in which the tenants are responsible for making payments to third parties for operating expenses such as property taxes, insurance, and other costs associated with the properties leased to them. In leases where costs are paid by the Company and reimbursed by lessees, such payments are considered variable lease payments and recognized in rental revenue.

The following table shows the components of rental revenue for the year ended December 31, 2019.

(In thousands) Year Ended December 31, 2019
Lease revenue - operating leases $ 138,746
Variable lease revenue (tenant reimbursements) 936
Total Rental Revenue $ 139,682

Future Minimum Lease Payments to be Received

The following table presents the scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases. The table presents future minimum lease payments due during the initial lease term only as lease renewal periods are exercisable at the option of the lessee.

(In thousands) December 31, 2019
2020 $ 140,395
2021 141,993
2022 143,263
2023 143,987
2024 145,732
Thereafter 1,010,660
Total Future Minimum Lease Payments $ 1,726,030

Ground Leases as Lessee

As of December 31, 2019, the Company had finance ground lease assets aggregating $16.1 million. These assets are included in intangible lease assets, net on the Consolidated Balance Sheets. The Company did not recognize a lease liability as no payments are due in the future under the leases. The Company’s ground lease assets have remaining terms of ninety-nine years, with options to extend the lease terms for additional ninety-nine years terms, and the option to purchase the assets once certain conditions and contingencies are met. The weighted average remaining non-cancelable lease term for the ground leases was ninety-nine years at December 31, 2019.

NOTE 6 – LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS

At December 31, 2019, our long-term debt consisted of $400 million in non-amortizing term loans, $52 million in outstanding borrowings under the revolving credit facility, and $225 million of senior unsecured fixed rate notes. At December 31, 2018, our long-term debt consisted of a $400 million, non-amortizing term loan, no outstanding borrowings under the revolving credit facility and $225 million of senior unsecured fixed rate notes.

At December 31, 2019 and 2018, the net unamortized deferred financing costs were approximately $7.1 million and $9.1 million, respectively. The weighted average interest rate on the term loan before consideration of the interest rate hedges described below was

3.01%

and

3.68%

at December 31, 2019 and 2018, respectively.

During the years ended December 31, 2019, 2018 and 2017, amortization of deferred financing costs was $2.0 million, $1.8 million, and $2.1 million, respectively. Amortization in the year ended December 31, 2017 includes a one-time charge of $424 thousand for deferred financing costs expensed as a result of the execution of the Credit Agreement in December 2017.

F-21


At December 31, 2019, and December 31, 2018, there was $52 million and no balance outstanding under the $250 million revolving credit facility, respectively, and no any outstanding letters of credit.

Credit Agreement

On December 13, 2018, the Company and its subsidiary, FCPT OP, entered into Amendment No. 2 to Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Facility Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders (the “Lenders”) and other agents party thereto, which amended the existing Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017, as amended (the “Credit Agreement”), by and among the Company, FCPT OP, the Agent, the Lenders and the other agents party thereto. Prior to the Credit Facility Amendment, $400 million aggregate principal amount outstanding under the Company's term loan facility was scheduled to mature on November 9, 2022. The Credit Facility Amendment extends the maturity date of certain of the Company's term loan facility such that $150 million, the non-extended portion of the term loan facility, will mature on November 9, 2022, $150 million will mature on November 9, 2023, and $100 million will mature on March 9, 2024. The interest rate charged on the non-extended portion of the term loan facility remained unchanged; however, as of the date of the Credit Facility Amendment, the interest rate charged on the extended portions of the term loan facility will be reduced by ten basis points from the interest rate charged prior to the Credit Facility Amendment. The aggregate principal amount of $400 million outstanding under the term loan facility prior to the Credit Facility Amendment as well as the lenders and allocation by lender remained unchanged. The revolving credit facility portion of the Credit Agreement was not amended and remained unchanged.

The following table presents the Term Loan balances as of December 31, 2019, and 2018.

Outstanding Balance
Maturity Interest December 31,
(Dollars in thousands) Date Rate 2019 2018
Term Loans:
Term Loan 2022, amended and restated October 2017 & December 2018 Nov 2022 3.07 % (a) $ 150,000 $ 150,000
Term Loan 2023, extended December 2018 Nov 2023 2.97 % (a) 150,000 150,000
Term Loan 2024, extended December 2018 Mar 2024 2.97 % (a) 100,000 100,000
Total Term Loans $ 400,000 $ 400,000
(a) Loan is a variable‑rate loan which resets monthly at one-month LIBOR + the applicable credit spread which was 1.25%-1.35% at December 31, 2019.

Note Purchase Agreements

The Company has entered into note purchase agreements with institutional purchasers to provide for the private placement of four series of senior unsecured fixed rate notes aggregating to $225 million. The following table presents the senior unsecured fixed rate notes balance as of December 31, 2019 and 2018.

Outstanding Balance
Maturity Interest December 31,
(Dollars in thousands) Date Rate 2019 2018
Notes Payable:
Senior unsecured fixed rate note, issued June 2017 Jun 2024 4.68 % $ 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 2026 4.63 % 50,000 50,000
Senior unsecured fixed rate note, issued December 2018 Dec 2028 4.76 % 50,000 50,000
Total Notes $ 225,000 $ 225,000

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For the December 2018 notes, the all-in pricing represented 182 basis points and 192 basis points above the 8-year interpolated U.S. Treasury rate and the 10-year U.S. Treasury rate, respectively, at the time of pricing. For the June 2017 notes, the all-in pricing represented 235 basis points and 240 basis points above the 7-year and 10-year U.S. Treasury rates, respectively, at the time of pricing.

The Note Purchase Agreements contains customary events of default, including payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the purchasers may, among other remedies, accelerate the payment of all obligations.

The Note Purchase Agreements have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or any other jurisdiction absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. FCPT OP offered and sold the Note Purchase Agreements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Debt Covenants

Under the terms of the Note Purchase Agreement and Credit Agreement (the “Agreements”), the Agreements have the same guarantors. The Agreements contain customary financial covenants, including a total leverage ratio, a mortgage-secured leverage ratio, a secured recourse leverage ratio, a fixed charge coverage ratio, a minimum net worth requirement, an unencumbered leverage ratio and an unencumbered interest coverage ratio status. They also contain restrictive covenants that, among other things, restrict the ability of FCPT OP, the Company and their subsidiaries to enter into transactions with affiliates, merge, consolidate, create liens or make certain restricted payments. In addition, the Agreements include provisions providing that certain of such covenants will be automatically amended in the Note Purchase Agreement to conform to certain amendments that may from time to time be implemented to corresponding covenants under the Credit Agreement. At December 31, 2019, the Company was in compliance with all debt covenants.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in our payment of future cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

Cash Flow Hedges of Interest Rate Risk

Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded on our Consolidated Balance Sheets in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

F-23


We have entered into interest rate swaps to hedge the variability associated with the Credit Agreement. The following table presents the swaps held as of December 31, 2019.

Product Notional<br><br>(in thousands) Index Effective Date Maturity Date
Swap % 200,000 1 mo. USD-LIBOR-BBA 11/12/2015 11/9/2020
Swap % 100,000 1 mo. USD-LIBOR-BBA 11/9/2018 11/9/2021
Swap % 100,000 1 mo. USD-LIBOR-BBA 11/9/2020 11/9/2023
Swap (1) % 100,000 1 mo. USD-LIBOR-BBA 11/9/2020 11/9/2022
Swap % 150,000 1 mo. USD-LIBOR-BBA 11/9/2022 11/9/2024
Swap % 50,000 3 mo. USD-LIBOR-BBA 7/31/2020 7/31/2030
(1) In November 2021, the notional amount of the swap increases to 200 million.

All values are in US Dollars.

For the years ended December 31, 2019, 2018, and 2017, we recorded approximately $0, $0, and $54 thousand of income, respectively, related to hedge ineffectiveness in earnings. The hedge ineffectiveness is attributable to zero-percent floor and rounding mismatches in the hedging relationships.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. We estimate that during 2019 an additional $0.4 million will be reclassified to earnings as a increase to interest expense.

As of December 31, 2019, we had two interest rate swaps outstanding with current notionals of $300 million that were designated as cash flow hedges of interest rate risk.

Non-designated Hedges

We do not use derivatives for trading or speculative purposes. During the years ended December 31, 2019 and 2018, 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 Sheets as of December 31, 2019 and 2018.

Derivative Assets Derivative Liabilities
Balance Sheet Location Fair Value at December 31, Balance Sheet Location Fair Value at December 31,
(Dollars in thousands) 2019 2018 2019 2018
Derivatives designated as hedging instruments:
Interest rate swaps Derivative assets $ 1,451 $ 5,982 Derivative liabilities $ 5,005 $
Total $ 1,451 $ 5,982 $ 5,005 $

F-24


Tabular Disclosure of the Effect of Derivative Instruments on the Comprehensive Income Statement

The table below presents the effect of our interest rate swaps on the Comprehensive Income Statement for the years ending December 31, 2019, 2018, and 2017.

(Dollars in thousands) Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amounts Excluded from Effectiveness Testing) Total Amount of Interest Expense Presented in the Consolidated Income Statements
Interest rate swaps
Year Ended<br><br>December 31, 2019 $ (7,818 ) Interest expense $ 1,722 Interest expense $ $ 26,516
Year Ended<br><br>December 31, 2018 3,257 Interest expense 2,235 Interest expense 19,959
Year Ended<br><br>December 31, 2017 2,942 Interest expense (1,355 ) Interest expense 54 19,469

Tabular Disclosure Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of December 31, 2019 and 2018. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value which provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets.

Offsetting of Derivative Assets
Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets
(In thousands) Financial Instruments Cash Collateral Received Net Amount
December 31, 2019 $ 1,451 $ $ 1,451 $ (1,451 ) $ $
December 31, 2018 5,982 5,982 5,982
Offsetting of Derivative Liabilities
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets
(In thousands) Financial Instruments Cash Collateral Posted Net Amount
December 31, 2019 $ 5,005 $ $ 5,005 $ (1,451 ) $ $ 3,554
December 31, 2018

Credit-risk-related Contingent Features

The agreement with our derivative counterparties provides that if we default on any of our indebtedness, including default for which repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

At December 31, 2019 the fair value of derivative in a net liability position related to these agreements was approximately $3.6 million and at December 31, 2018 the fair value of the derivative in a net asset position related to these agreements was $6.1 million. As of December 31, 2019, we have not posted any collateral related to these agreements. If we or our counterparty had

F-25


breached any of these provisions at December 31, 2019, we could have been required to settle our obligations under the agreements at their termination value of approximately $3.6 million.

NOTE 8 – SUPPLEMENTAL DETAIL FOR CERTAIN COMPONENTS OF CONSOLIDATED BALANCE SHEETS

Other Assets

The components of Other assets were as follows:

December 31,
(In thousands) 2019 2018
Prepaid acquisition costs $ 4,219 $ 1,802
Operating lease right-of-use asset 3,810
Prepaid assets 845 815
Accounts receivable 380 782
Inventories 196 183
Escrow deposits 1,201
Other 715 456
Total Other Assets $ 10,165 $ 5,239

Other Liabilities

The components of Other liabilities were as follows:

December 31,
(In thousands) 2019 2018
Operating lease liability $ 4,403 $
Accrued compensation 1,913 1,714
Intangible lease liabilities, net 1,768 577
Accrued interest expense 1,572 1,586
Accounts payable 799 986
Accrued operating expenses 396 486
Other 1,745 1,704
Total Other Liabilities $ 12,596 $ 7,053

NOTE 9 – EQUITY

Preferred Stock

At December 31, 2019, the Company was authorized to issue

25,000,000

shares of

$0.0001

par value per share of preferred stock. There were no shares issued and outstanding at December 31, 2019 or December 31, 2018.

Common Stock

At December 31, 2019, the Company was authorized to issue

500,000,000

shares of

$0.0001

par value per share of common stock. Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held.

In August 2018, the Company completed a stock offering pursuant to which we sold

4,025,000

shares of our common stock, par value

$0.01

per share, at a price of

$25.00

per share. We raised $100.6 million in gross proceeds, resulting in net proceeds of approximately $96.3 million.

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In March 2019, we declared a dividend of

$0.2875

per share, which was paid in April 2019 to common stockholders of record as of March 29, 2019. In June 2019, we declared a dividend of

$0.2875

per share, which was paid in July 2019 to common stockholders of record as of June 28, 2019. In September 2019, we declared a dividend of

$0.2875

per share, which was paid in October 2019 to common stockholders of record as of September 27, 2019. In November 2019 we declared a dividend of

$0.305

per share, which was payable on January 15, 2020 to common stockholders of record as of January 3, 2020.

As of December 31, 2019, there were

70,020,660

shares of the Company's common stock issued and outstanding.

Common Stock Issuance Under the At-The-Market Program

In December 2016, the Company entered into an “At-the-Market” (“ATM”) equity issuance program under which the Company may, at its discretion, issue and sell its common stock with a sales value of up to a maximum of $150.0 million through ATM offerings on the New York Stock Exchange through broker-dealers. During the year ended December 31, 2016, we sold

32,513

shares under the ATM program at a weighted-average selling price of

$20.01

per share, for net proceeds of approximately $640 thousand (after issuance costs). During the year ended December 31, 2017, we sold

1,347,010

shares under the ATM program at a weighted-average selling price of

$24.35

per share, for net proceeds of approximately $32.1 million (after issuance costs). During the year ended December 31, 2018, we sold

2,716,090

shares under the ATM program at a weighted-average selling price of

$24.68

per share, for net proceeds of approximately $65.5 million (after issuance costs).

On March 22, 2019, the Company amended its ATM program and increased the maximum sales under ATM offerings to $210.0 million, thus adding an additional $160.0 million to the maximum sales under ATM offerings. In connection with the amended ATM program, the Company may enter into forward sale agreements with certain financial institutions acting as forward purchasers whereby, at the Company's discretion, the forward purchasers may borrow and sell shares of common stock under the amended ATM program. The use of forward sale agreements allows the Company to lock in a share price on the sale of shares of common stock at the time the respective forward sale agreements are executed but defer settling the forward sale agreements and receiving the proceeds from the sale of shares until a later date. During the year ended December 31, 2019, the Company executed and settled a forward sale agreement with a financial institution acting as forward purchaser under the ATM program to sell

1,603,478

shares of common stock at a sales price of

$29.30

per share before sales commissions and offering expenses.

During the year ended December 31, 2019, we sold

1,663,116

shares shares under the amended ATM program, including the forward sale agreement, at a weighted-average selling price of

$28.99

per share, for net proceeds of approximately

$47.2

million (after issuance costs). At December 31, 2019, there was

$161.8

million available for issuance under the ATM program.

Noncontrolling Interest

At December 31, 2019, there were

289,392

FCPT OP units (“OP units”) outstanding held by third parties. During the year ended December 31, 2019, FCPT OP did not issue any OP units for consideration in real estate transactions. Generally, OP Units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Prior to the redemption of units, the limited partners participate in net income allocations and distributions in a manner equivalent to the common stock holders. The redemption value of outstanding non-controlling interest OP units was $7.9 million, $10.8 million, and $10.6 million as of December 31, 2019, 2018, and 2017, respectively.

As of December 31, 2019, FCPT is the owner of approximately

99.59%

of FCPT’s OP units. The remaining

0.41%

, or

289,392

, of FCPT’s OP units are held by unaffiliated limited partners. For the year ended December 31, 2019, FCPT OP distributed $355 thousand to limited partners and settled redemptions of

119,928

OP units:

113,962

OP units for cash, at a weighted average price per unit of

$27.78

for

$3.2

million; and

5,966

OP units for shares of common stock.

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Earnings Per Share

The following table presents the computation of basic and diluted net earnings per common share for the years ended December 31, 2019, 2018, and 2017.

Year Ended December 31,
(In thousands except share and per share data) 2019 2018 2017
Average common shares outstanding – basic 68,430,841 64,041,255 60,627,423
Effect of dilutive stock based compensation 201,169 347,674 68,411
Average common shares outstanding – diluted 68,632,010 64,388,929 60,695,834
Net income $ 72,939 $ 82,929 $ 71,892
Basic net earnings per share $ 1.06 $ 1.29 $ 1.18
Diluted net earnings per share $ 1.06 $ 1.28 $ 1.18

For the years ended December 31, 2019, 2018, and 2017, the number of outstanding equity awards that were anti-dilutive totaled

324,246

,

176,945

, and

320,332

, respectively. Exchangeable OP units have been omitted from the denominator for the purpose of computing diluted earnings per share since FCPT OP, at its option, may satisfy a redemption with cash or by exchanging non-registered shares of FCPT common stock. The weighted average exchangeable OP units outstanding for the year ended December 31, 2019, 2018, and 2017 totaled

289,392

,

305,253

,

409,320

, respectively.

NOTE 10 – INCOME TAXES

The income tax expense (benefit) was composed as follows:

Year Ended December 31,
(In thousands) 2019 2018 2017
Current:
Federal $ 3 $ $
Current state and local 262 262 178
Total current 265 262 178
Deferred:
Federal deferred (196 )
State deferred
Total deferred (196 )
Total Income Tax Expense (Benefit) $ 265 $ 262 $ (18 )

The following table is a reconciliation of the U.S. statutory income tax rate to the effective income tax rate included in the accompanying consolidated statements of operations:

Year Ended December 31,
2019 2018 2017
U.S. statutory rate 21.0 % 21.0 % 34.0 %
Current benefit (21.0 ) (21.0 ) (34.1 )
State and local income taxes, net of federal tax benefits 0.8 0.7 0.1
Benefit of federal income tax credits (0.5 )
Valuation allowance 0.4
Permanent differences 0.1
Effective Income Tax Rate 0.8 % 0.7 % %

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In December 2017, the Tax Cuts and Jobs Act lowered the federal corporate income tax rate to 21% effective for taxable years after December 31, 2017. Due to FCPT’s REIT status, we did not recognize a significant impact to our reported results resulting from this change.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes, as well as operating loss and tax credit carryforwards. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Based on an assessment of all factors, including historical losses of the Kerrow Restaurants Operating Business, it was determined that full valuation allowances were required on the net deferred tax assets as of December 31, 2019. Changes in estimates of deferred tax asset realizability are included in Income tax expense in the Income Statements.

The tax effects of temporary differences that gave rise to deferred tax assets and liabilities were as follows:

December 31,
(In thousands) 2019 2018 2017
Compensation and employee benefits $ 40 $ 37 $ 30
Charitable contribution and credit carryforwards 636 484 366
Net operating losses 26
Lease payable 139 148 137
UNICAP 13 12 13
Gross deferred tax assets 828 681 572
Prepaid expenses (25 ) (24 ) (23 )
Straight-line rent
Buildings and equipment ^(1)^ (275 ) (284 ) (273 )
Gross deferred tax liabilities (300 ) (308 ) (296 )
Valuation allowance (528 ) (373 ) (276 )
Net Deferred Tax Assets (Liabilities) $ $ $

(1)    These buildings and equipment in 2019, 2018 and 2017 relate to the Kerrow Restaurant Operating Business.

NOTE 11 – STOCK-BASED COMPENSATION

On October 20, 2015, the Board of Directors of FCPT adopted, and FCPT’s sole shareholder, Rare Hospitality International, Inc., approved, the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Plan”). The Plan provides for the grant of awards of nonqualified stock options, stock appreciation rights, RSAs, RSUs, DSUs, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, and cash bonus awards (each, an “Award” and collectively, the “Awards”) to eligible participants. Subject to adjustment, the maximum number of shares of stock reserved for issuance under the Plan is equal to

2,100,000

shares.

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At December 31, 2019,

1,475,745

shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Incentive Plan totaled $3.12 million at December 31, 2019 as shown in the following table.

Equity Compensation Costs by Award Type

(In thousands) Restricted Stock Units Restricted Stock Awards Performance Stock Units Total
Unrecognized compensation cost at January 1, 2019 $ 188 $ 1,269 $ 1,611 $ 3,068
Equity grants 1,834 1,850 3,684
Equity grant forfeitures (27 ) (27 )
Equity compensation expense (732 ) (1,665 ) (1,205 ) (3,602 )
Unrecognized Compensation Cost at December 31, 2019 $ 1,290 $ 1,427 $ 406 $ 3,123

At December 31, 2019, the weighted average amortization period remaining for all of our equity awards was 2.1 years.

Restricted Stock Units

RSUs are granted at a value equal to the five-day average closing market price of our common stock on the date of grant and are settled in stock at the end of their vesting periods, which range between one and three years, at the then market price of our common stock.

The following table summarizes the activities related to RSUs for the years ended December 31, 2019, 2018, and 2017.

Year Ended December 31,
2019 2018 2017
Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value
Outstanding at beginning of period 33,592 $ 22.88 64,983 $ 23.34 65,207 $ 22.64
Units granted 67,368 $ 27.17 17,896 $ 23.19 9,379 $ 25.78
Units vested (9,487 ) $ 23.19 (49,287 ) $ 23.60 (9,603 ) $ 20.96
Units forfeited $ $ $
Outstanding at End of Period 91,473 $ 26.00 33,592 $ 22.88 64,983 $ 23.34

Expenses related to RSUs were $732 thousand, $750 thousand, and $695 thousand for the years ended December 31, 2019 2018, and 2017, respectively. Remaining unrecognized compensation cost related to RSU will be recognized over a weighted average period of less than five years. Restrictions on shares of restricted stock outstanding lapse through 2024. The Company expects all RSUs to vest.

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Restricted Stock Awards

The following table summarizes the activities related to RSAs for the years ended December 31, 2019, 2018, and 2017.

Year Ended December 31,
2019 2018 2017
Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value
Outstanding at beginning of period 100,402 $ 21.76 81,909 $ 19.40 53,280 $ 16.55
Units granted 69,547 $ 26.60 67,845 $ 23.76 48,378 $ 21.58
Units vested (67,621 ) $ 22.08 (47,292 ) $ 20.45 (19,749 ) $ 16.55
Units forfeited (1,061 ) $ 25.16 (2,060 ) $ 23.87 $
Outstanding at End of Period 101,267 $ 24.83 100,402 $ 21.76 81,909 $ 19.40

Expenses related to RSAs were $1.7 million, $1.3 million, and $617 thousand for the years ended December 31, 2019, 2018, and 2017, respectively. The remaining unrecognized compensation cost will be recognized over a weighted average period of less than three years. Restrictions on shares of RSAs outstanding lapse through 2022. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

During the years ended December 31, 2019, 2018, and 2017, there were

69,370

,

68,490

, and

63,538

PSUs as well as dividend equivalent rights granted under the Plan, respectively. The performance period of these grants runs from January 1, 2019 through December 31, 2021, January 1, 2018 through December 31, 2020, and from January 1, 2017 through December 31, 2019, respectively. Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and

200%

. The percentage range is based on the attainment of a total shareholder return of the Company compared to certain specified peer groups of companies during the performance period. The fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.

During the years ended December 31, 2019, 2018, and 2017, PSUs were granted at a weighted average fair value of

$26.57

,

$23.64

, and

$21.55

per unit, respectively. During the year ended December 31, 2019,

72,040

PSUs vested at

200%

, resulting in the issuance of

144,080

shares. There were no target number of PSUs forfeited due to employee departures during the year ended December 31, 2019. The Company expects all PSUs to vest.

The grant date fair values of PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total stockholder return over three years from the grant date. For the 2019 PSU grant, the Company used an implied volatility assumption of

20.6%

(based on historical volatility), and the risk free rate of

2.6%

(the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs). For the 2018 PSU grant, the Company used an implied volatility assumption of

20.4%

(based on historical volatility), risk free rates of

2.20%

,

2.26%

, and

2.33%

(the one-year Treasury rates on the grant dates), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs). For the 2017 PSU grant, the Company used an implied volatility assumption of

19.9%

(based on historical volatility), risk free rates of

1.52

% and

1.67%

(the one-year and three-year Treasury rates on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs).

Expenses related to PSUs were $1.2 million, 1.9 million and $1.4 million for the year ended December 31, 2019, 2018, and 2017, respectively.

F-31


NOTE 12 – FAIR VALUE MEASUREMENTS

The carrying amounts of certain of the Company’s financial instruments including cash equivalents, accounts receivable, accounts payable, accrued liabilities, and derivative financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate hierarchy disclosures each reporting period. The following table presents the derivative assets recorded that are reported at fair value on our Consolidated Balance Sheets on a recurring basis.

Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis

(In thousands) Level 1 Level 2 Level 3 Total
Derivative Assets
December 31, 2019 $ $ 1,451 $ $ 1,451
December 31, 2018 5,982 5,982
Derivative Liabilities
December 31, 2019 $ $ 5,005 $ $ 5,005
December 31, 2018

Derivative Financial Instruments

Currently, we use interest rate swaps to manage our interest rate risk associated with our note payable. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The fair values of interest rate options will be determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to our derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held as of December 31, 2018 were classified as Level 2 of the fair value hierarchy.

F-32


The following table presents the carrying value and fair value of certain financial liabilities that are recorded on our Consolidated Balance Sheets.

Fair Value of Certain Financial Liabilities

December 31, 2019
(In thousands) Carrying Value Fair Value
Liabilities
Term loan due 2022, excluding deferred financing costs $ 150,000 $ 150,834
Term loan due 2023, excluding deferred financing costs 150,000 150,510
Term loan due 2024, excluding deferred financing costs 100,000 100,352
Senior note due June 2024, excluding deferred financing costs 50,000 52,496
Senior note due June 2027, excluding deferred financing costs 75,000 81,176
Senior note due June 2026, excluding deferred financing costs 50,000 52,946
Senior note due June 2028, excluding deferred financing costs 50,000 53,902
December 31, 2018
--- --- --- --- ---
(In thousands) Carrying Value Fair Value
Liabilities
Term loan due 2022, excluding deferred financing costs $ 150,000 $ 151,042
Term loan due 2023, excluding deferred financing costs 150,000 150,651
Term loan due 2024, excluding deferred financing costs 100,000 100,453
Senior note due June 2024, excluding deferred financing costs 50,000 50,834
Senior note due June 2027, excluding deferred financing costs 75,000 77,471
Senior note due June 2026, excluding deferred financing costs 50,000 50,533
Senior note due June 2028, excluding deferred financing costs 50,000 50,917

The fair value of the Notes payable (Level 2) is determined using the present value of the contractual cash flows, discounted at the current market cost of debt.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Litigation

We are subject to private lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employee wage and hour claims and others related to operational issues common to the restaurant industry. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the lawsuits, proceedings or claims. While the resolution of a lawsuit, proceeding or claim may have an impact on our financial results for the period in which it is resolved, we believe that the maximum liability related to probable lawsuits, proceedings and claims in which we are currently involved, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or liquidity.

NOTE 14 – SEGMENTS

During 2019, 2018, and 2017, we operated in two segments: real estate operations and restaurant operations. Our segments are based on our organizational and management structure, which aligns with how our results are monitored and performance is assessed. The accounting policies of the reportable segments are the same as those described in Note 2 - Summary of Significant Accounting Policies.

F-33


The following tables present financial information by segment for the years ended December 31, 2019, 2018, and 2017.

For the Year Ended December 31, 2019

(In thousands) Real Estate Operations Restaurant Operations Intercompany Total
Revenues:
Rental $ 139,682 $ $ 139,682
Intercompany rental 410 (410 )
Restaurant 20,551 20,551
Total revenues 140,092 20,551 (410 ) 160,233
Operating expenses:
General and administrative 13,934 13,934
Depreciation and amortization 25,780 532 26,312
Property 1,579 1,579
Restaurant 20,042 (410 ) 19,632
Total operating expenses 41,293 20,574 (410 ) 61,457
Interest expense (26,516 ) (26,516 )
Other income, net 944 944
Realized gain on sale, net
Income tax expense (152 ) (113 ) (265 )
Net Income (Loss) $ 73,075 $ (136 ) $ $ 72,939

For the Year Ended December 31, 2018

(In thousands) Real Estate Operations Restaurant Operations Intercompany Total
Revenues:
Rental $ 123,665 $ $ $ 123,665
Intercompany rental 401 (401 )
Restaurant 19,970 19,970
Total revenues 124,066 19,970 (401 ) 143,635
Operating expenses:
General and administrative 13,206 13,206
Depreciation and amortization 23,373 511 23,884
Property 433 433
Restaurant 19,415 (401 ) 19,014
Total operating expenses 37,012 19,926 (401 ) 56,537
Interest expense (19,959 ) (19,959 )
Other income, net 781 781
Realized gain on sale, net 15,271 15,271
Income tax expense (156 ) (106 ) (262 )
Net Income (Loss) $ 82,991 $ (62 ) $ $ 82,929

F-34


For the Year Ended December 31, 2017

(In thousands) Real Estate Operations Restaurant Operations Intercompany Total
Revenues:
Rental $ 113,937 $ $ $ 113,937
Intercompany rental 395 (395 )
Restaurant 19,272 19,272
Total revenues 114,332 19,272 (395 ) 133,209
Operating expenses:
General and administrative 11,976 11,976
Depreciation and amortization 21,237 574 21,811
Property 283 283
Restaurant 19,047 (395 ) 18,652
Total operating expenses 33,496 19,621 (395 ) 52,722
Interest expense (19,469 ) (19,469 )
Other income, net 324 324
Realized gain on sale, net 10,532 10,532
Income tax (expense) benefit (77 ) 95 18
Net Income (Loss) $ 72,146 $ (254 ) $ $ 71,892

The following table presents supplemental information by segment at December 31, 2019 and 2018.

December 31, 2019

(In thousands) Real Estate Operations Restaurant Operations Total
Total real estate investments $ 1,952,855 $ 14,879 $ 1,967,734
Accumulated depreciation (630,250 ) (5,380 ) (635,630 )
Total real estate investments, net 1,322,605 9,499 1,332,104
Cash and cash equivalents 4,032 1,051 5,083
Total assets 1,431,003 15,067 1,446,070
Long-term debt, net of deferred financing costs 669,940 669,940

December 31, 2018

(In thousands) Real Estate Operations Restaurant Operations Total
Total real estate investments $ 1,788,462 $ 16,819 $ 1,805,281
Accumulated depreciation (607,556 ) (7,028 ) (614,584 )
Total real estate investments, net 1,180,906 9,791 1,190,697
Cash and cash equivalents 90,690 1,351 92,041
Total assets 1,331,213 11,885 1,343,098
Long-term debt, net of deferred financing costs 615,892 615,892

NOTE 15 – SUBSEQUENT EVENTS

In the first quarter through February 25, 2020, the Company invested $27.3 million, net of transaction costs, in acquisitions of 17 restaurant and retail properties and ground leasehold interests located in nine states. These properties are 100% occupied under net leases. The Company funded the acquisitions using the revolving credit facility and cash on hand. The Company

F-35


anticipates accounting for these acquisitions as asset acquisitions in accordance with GAAP. There were no material contingent liabilities associated with these transactions at December 31, 2019.

F-36


NOTE 16 – SELECTED QUARTERLY FINANCIAL DATA

(In thousands, except per share amounts) January 1, 2019 - March 31, 2019 April 1, 2019 - June 30, 2019 July 1, 2019 - September 30, 2019 October 1, 2019 - December 31, 2019
Revenues:
Rental $ 34,208 $ 34,415 $ 35,209 $ 35,850
Restaurant 5,393 5,153 4,974 5,031
Total revenues 39,601 39,568 40,183 40,881
Operating expenses:
General and administrative 3,946 3,431 3,389 3,168
Depreciation and amortization 6,361 6,518 6,653 6,780
Property expenses 308 417 346 508
Restaurant expense 4,983 4,954 4,805 4,890
Total operating expenses 15,598 15,320 15,193 15,346
Interest expense (6,747 ) (6,557 ) (6,665 ) (6,547 )
Other income 413 306 153 72
Realized gain on sale, net
Income tax expense $ (68 ) $ (61 ) $ (69 ) $ (67 )
Net Income $ 17,601 $ 17,936 $ 18,409 $ 18,993
Earnings per share:
Basic $ 0.26 $ 0.26 $ 0.27 $ 0.27
Diluted 0.26 0.26 0.27 0.27
Distributions declared per share $ 0.2875 $ 0.2875 $ 0.2875 $ 0.3050

F-37


(In thousands, except per share amounts) January 1, 2018 - March 31, 2018 April 1, 2018 - June 30, 2018 July 1, 2018 - September 30, 2018 October 1, 2018 - December 31, 2018
Revenues:
Rental $ 29,589 $ 29,596 $ 31,324 $ 33,156
Restaurant 5,214 5,079 4,798 4,879
Total revenues 34,803 34,675 36,122 38,035
Operating expenses:
General and administrative 3,567 3,093 3,099 3,447
Depreciation and amortization 5,345 5,225 5,743 7,571
Property expense 86 95 109 143
Restaurant expense 4,870 4,786 4,713 4,645
Total operating expenses 13,868 13,199 13,664 15,806
Interest expense (4,855 ) (4,877 ) (4,934 ) (5,293 )
Other income 342 215 147 77
Realized gain on sale, net 10,879 4,392
Income tax expense (58 ) (66 ) (64 ) (74 )
Net Income $ 16,364 $ 27,627 $ 17,607 $ 21,331
Earnings per share:
Basic $ 0.27 $ 0.44 $ 0.27 $ 0.31
Diluted 0.26 0.44 0.27 0.31
Distributions declared per share $ 0.2750 $ 0.2750 $ 0.2750 $ 0.2875 (In thousands, except per share amounts) January 1, 2017 - March 31, 2017 April 1, 2017 - June 30, 2017 July 1, 2017 - September 30, 2017 October 1, 2017 - December 31, 2017
--- --- --- --- --- --- --- --- --- --- --- --- ---
Revenues:
Rental $ 27,764 $ 28,327 $ 28,835 $ 29,011
Restaurant 4,943 4,826 4,676 4,827
Total revenues 32,707 33,153 33,511 33,838
Operating expenses:
General and administrative 2,779 3,379 2,828 2,990
Depreciation and amortization 5,409 5,420 5,425 5,557
Property expense 78 80 71 54
Restaurant expense 4,668 4,583 4,572 4,829
Total operating expenses 12,934 13,462 12,896 13,430
Interest expense (4,094 ) (4,509 ) (5,463 ) (5,403 )
Other income 5 34 172 113
Realized gain on sale, net 3,292 4,042 3,198
Income tax (expense) benefit (45 ) (61 ) (33 ) 157
Net Income $ 15,639 $ 18,447 $ 19,333 $ 18,473
Earnings per share:
Basic $ 0.26 $ 0.30 $ 0.31 $ 0.30
Diluted 0.26 0.30 0.31 0.30
Distributions declared per share $ 0.2425 $ 0.2425 $ 0.2425 $ 0.2750

F-38


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
APB Tracy, CA 1,267 1,267 1,267 2004 11/20/2018
ARB Rocky Mount, NC 261 1,405 261 1,405 1,666 125 2004 9/6/2016 10 - 45
ARB Roanoke Rapids, NC 288 1,563 288 1,563 1,851 146 2003 9/6/2016 10 - 45
ARB South Hill, VA 538 1,283 538 1,283 1,821 109 2002 11/3/2016 10 - 50
ARB Wake Forest, NC 805 1,344 805 1,344 2,149 140 2005 11/3/2016 9 - 49
ARB Birch Run, MI 590 777 590 777 1,367 97 1991 11/9/2016 10 - 40
ARB Brighton, MI 456 990 456 990 1,446 100 1987 11/9/2016 10 - 40
ARB Cedar Rapids, IA 485 485 485 1987 1/12/2018
ARB Plainwell, MI 696 837 696 837 1,533 57 1999 8/6/2018 3 - 36
ARB Logan, UT 827 1,157 827 1,157 1,984 25 1980 5/1/2019 5 - 40
ARB Spring Lake, MI 317 762 317 762 1,079 14 1986 6/21/2019 5 - 30
ARB Holland, MI 735 735 735 735 1,469 18 1988 6/21/2019 5 - 30
ARB Muskegon, MI 486 919 486 919 1,405 15 1979 6/21/2019 5 - 40
ARB Kokomo, IN 902 902 902 2003 8/1/2019
BB Raleigh, NC 2,507 3,230 155 918 314 2,507 4,148 469 7,124 3,061 1999 5/17/1999 2 - 38
BB Duluth, GA 1,292 2,362 254 1,378 274 1,292 3,740 528 5,560 2,959 1999 5/24/1999 2 - 38
BB Miami, FL 1,731 3,427 222 1,162 422 1,731 4,589 644 6,964 3,313 2000 4/4/2000 2 - 35
BB Fort Myers, FL 1,914 2,863 186 916 398 1,914 3,779 584 6,277 2,637 2000 5/16/2000 2 - 35
BB Pembroke Pines, FL 1,808 2,999 207 1,039 382 1,808 4,038 589 6,435 2,777 2000 12/18/2000 2 - 35
BB Livonia, MI 2,105 3,856 286 362 138 2,105 4,218 424 6,747 3,034 2001 2/6/2001 2 - 36
BB Sunrise, FL 1,515 3,251 138 450 224 1,515 3,701 362 5,578 2,320 2002 10/22/2002 2 - 37
BB Jacksonville, FL 2,235 2,295 344 50 13 2,235 2,345 357 4,937 1,125 2010 3/29/2010 2 - 45
BB Orlando, FL 1,659 2,340 356 324 41 1,659 2,664 397 4,720 980 2012 2/27/2012 2 - 47
BE Dover, DE 591 1,713 591 1,713 2,304 129 1993 4/28/2017 10 - 50
BE Indianapolis, IN 603 1,701 603 1,701 2,304 124 1991 4/28/2017 10 - 50
BE Bowie, MD 506 1,940 506 1,940 2,446 144 1995 4/28/2017 10 - 50
BE Catonsville, MD 170 1,091 170 1,091 1,261 87 2003 4/28/2017 10 - 50
BE Midland, MI 1,060 1,567 1,060 1,567 2,627 116 1998 4/28/2017 10 - 50
BE Niagara Falls, NY 304 1,892 304 1,892 2,196 141 1992 4/28/2017 10 - 50
BE Independence, OH 1,161 1,847 1,161 1,847 3,008 128 1994 4/28/2017 11 - 51
BE Centerville, OH 947 1,209 947 1,209 2,156 106 1997 4/28/2017 7 - 45
BE Blacklick, OH 1,178 1,269 1,178 1,269 2,447 123 1999 4/28/2017 7 - 45
BE Celina, OH 944 1,431 944 1,431 2,375 110 2005 4/28/2017 9 - 49

F-39


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
BE Canton, OH 755 1,441 755 1,441 2,196 101 2005 4/28/2017 10 - 50
BE Kent, OH 814 1,215 814 1,215 2,029 90 1994 4/28/2017 10 - 50
BE Waynesburg, PA 389 1,758 389 1,758 2,147 143 2006 4/28/2017 10 - 50
BE Fredericksburg, VA 218 1,068 218 1,068 1,286 90 2006 4/28/2017 7 - 45
BE Kanawha City, WV 405 1,899 405 1,899 2,304 136 2000 4/28/2017 10 - 50
BE Lima, OH 1,382 1,461 1,382 1,461 2,843 121 1988 4/28/2017 9 - 49
BE Englewood, OH 958 958 958 2004 10/18/2019
BJ Youngstown, OH 1,125 1,125 1,125 2017 1/12/2018
BJ Longview, TX 1,508 1,508 1,508 2015 11/16/2018
BJ Livonia, MI 638 3,259 638 3,259 3,897 62 2018 12/28/2018 14 - 54
BJ Ft. Wayne, IN 2,878 2,878 2,878 2016 12/24/2019
BJ Little Rock, AR 3,646 3,646 3,646 2014 12/27/2019
BK Keysville, VA 571 1,424 571 1,424 1,995 122 1996 10/28/2016 10 - 50
BK Roxboro, NC 601 2,089 601 2,089 2,690 162 1989 10/28/2016 10 - 50
BK Oxford, NC 449 1,892 449 1,892 2,341 152 1982 10/28/2016 10 - 50
BK Huntsville, AL 460 1,549 460 1,549 2,009 136 2000 10/28/2016 10 - 50
BK Amory, MS 570 2,159 570 2,159 2,729 150 2016 10/28/2016 14 - 54
BK Madisonville, KY 1,071 1,257 1,071 1,257 2,328 135 1986 11/9/2016 10 - 45
BK Monterey, TN 429 1,611 429 1,611 2,040 122 2000 12/28/2016 10 - 50
BK Crossville, TN 397 1,873 397 1,873 2,270 139 1987 12/28/2016 10 - 50
BK Livingston, TN 481 1,354 481 1,354 1,835 102 2015 12/28/2016 13 - 53
BK Mount Juliet, TN 683 1,101 683 1,101 1,784 138 1988 12/28/2016 7 - 40
BK Herkimer, NY 308 1,460 308 1,460 1,768 94 2002 1/12/2017 13 - 53
BK Chattanooga, TN 485 894 485 894 1,379 80 1998 1/12/2017 10 - 45
BK Salem, IN 534 1,608 534 1,608 2,142 97 2016 6/30/2017 14 - 54
BK Tupelo, MS 772 1,765 772 1,765 2,537 104 2016 6/30/2017 14 - 54
BK Booneville, MS 448 1,253 448 1,253 1,701 76 2016 6/30/2017 14 - 54
BK Tupelo, MS 953 1,418 953 1,418 2,371 101 1998 6/30/2017 10 - 50
BK Memphis, TN 739 1,708 739 1,708 2,447 95 1996 6/30/2017 15 - 55
BK Columbus, MS 922 1,633 922 1,633 2,555 108 2000 6/30/2017 12 - 52
BK Tupelo, MS 826 1,774 826 1,774 2,600 114 1998 6/30/2017 10 - 50
BK Olive Branch, MS 521 1,317 521 1,317 1,838 72 2016 12/19/2017 14 - 54
BK Holly Springs, MS 335 1,253 335 1,253 1,588 62 2016 12/19/2017 14 - 54
BK Waldorf, MD 747 1,214 747 1,214 1,961 30 1989 4/3/2019 10 - 40

F-40


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
BWW Burlington, IA 137 2,530 137 2,530 2,667 211 2010 9/15/2016 10 - 49
BWW Galesburg, IL 157 2,510 157 2,510 2,667 226 2009 9/15/2016 10 - 46
BWW Macomb, IL 138 2,528 138 2,528 2,666 215 2009 9/15/2016 10 - 48
BWW Springfield, IL 825 2,352 825 2,352 3,177 127 2006 1/10/2018 10 - 50
BWW Quincy, IL 676 2,378 676 2,378 3,054 120 2007 1/10/2018 10 - 50
BWW Orange Park, FL 1,768 1,768 1,768 1997 1/12/2018
BWW Florence, SC 1,638 1,638 1,638 2011 6/29/2018
BWW Austin, TX 1,250 1,250 1,250 2010 7/16/2018
BWW Hendersonville, TN 1,401 1,401 1,401 2009 8/8/2018
BWW Grand Junction, CO 1,182 1,182 1,182 2004 1/18/2019
BWW Loredo, TX 1,287 1,923 1,287 1,923 3,210 55 2001 2/8/2019 10 - 45
BWW Rockaway, NJ 787 787 787 2013 2/11/2019
BWW Centerville, GA 1,001 1,001 1,001 2011 8/1/2019
BWW Mansfield, TX 1,438 845 1,438 845 2,282 7 2007 10/21/2019 10 - 25
BWW Fort Worth, TX 1,484 922 1,484 922 2,405 8 2007 11/4/2019 10 - 25
BWW Racine, WI 1,898 1,898 1,898 2013 11/12/2019
BWW Suffolk, VA 602 1,779 602 1,779 2,381 45 2012 12/31/2018 9 - 49
CB Bloomingdale, IL 1,328 1,328 1,328 1991 10/18/2019
CFA Cedar Rapids, IA 1,894 1,894 1,894 2012 1/12/2018
CFA Sioux City, IA 1,162 1,162 1,162 2012 6/28/2019
CFA Rehoboth Beach, DE 2,081 2,081 2,081 2013 12/24/2019
CFA Ft. Wayne, IN 2,251 2,251 2,251 2019 12/24/2019
CGR Bloomingdale, IL 1,111 1,111 1,111 1990 1/12/2018
CGR Baton Rouge, LA 1,146 1,077 1,146 1,077 2,223 67 1985 8/8/2018 5 - 30
CGR Mesquite, TX 2,180 2,938 2,180 2,938 5,118 98 2012 8/8/2018 13 - 53
CGR Palm Bay, FL 1,666 2,881 1,666 2,881 4,547 101 1994 8/8/2018 12 - 52
CGR Madison, TN 1,178 2,372 1,178 2,372 3,550 85 1989 8/8/2018 11 - 51
CGR Ocala, FL 2,017 2,216 2,017 2,216 4,233 86 1989 8/8/2018 11 - 51
CGR Palmdale, CA 1,234 2,573 1,234 2,573 3,807 91 1991 8/8/2018 9 - 49
CGR Sebring, FL 1,568 2,275 1,568 2,275 3,843 84 1992 8/8/2018 11 - 51
CGR Tarpon Springs, FL 1,394 2,232 1,394 2,232 3,626 88 1994 8/8/2018 10 - 50
CGR Peoria, AZ 867 1,199 867 1,199 2,066 76 1993 8/8/2018 5 - 31

F-41


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
CGR The Woodlands, TX 1,445 1,218 1,445 1,218 2,663 71 1995 8/8/2018 5 - 35
CGR Orlando, FL 2,106 1,376 2,106 1,376 3,482 78 1994 8/8/2018 5 - 35
CGR Kissimmee, FL 2,101 2,052 2,101 2,052 4,153 86 1994 8/8/2018 7 - 47
CGR Mesa, AZ 1,295 1,628 1,295 1,628 2,923 82 1994 8/8/2018 5 - 40
CGR Katy, TX 1,930 1,907 1,930 1,907 3,837 82 1995 8/8/2018 10 - 45
CGR McAllen, TX 759 1,691 759 1,691 2,450 86 1994 8/8/2018 5 - 35
CGR Winter Haven, FL 922 1,926 922 1,926 2,848 81 1995 8/8/2018 7 - 47
CGR Ormond Beach, FL 545 1,104 545 1,104 1,649 70 1995 8/8/2018 3 - 32
CGR Pembroke Pines, FL 1,757 1,514 1,757 1,514 3,271 88 1996 8/8/2018 5 - 40
CGR High Point, NC 955 1,446 955 1,446 2,401 62 1996 8/8/2018 5 - 55
CGR Anderson, SC 1,647 2,252 1,647 2,252 3,899 79 1995 8/8/2018 13 - 53
CGR Burleson, TX 2,612 2,321 2,612 2,321 4,933 107 1998 8/8/2018 5 - 45
CGR Brownsville, TX 2,111 2,868 2,111 2,868 4,979 101 1999 8/8/2018 12 -52
CGR Hermitage, TN 1,226 1,564 1,226 1,564 2,790 80 2000 8/8/2018 5 - 39
CGR Reno, NV 723 2,496 723 2,496 3,219 82 2002 8/8/2018 10 - 50
CGR Bartlesville, OK 1,497 1,571 1,497 1,571 3,068 66 2002 8/8/2018 10 - 50
CGR Gallatin, TN 821 1,613 821 1,613 2,434 65 2002 8/8/2018 10 - 50
CGR Tampa, FL 920 1,839 920 1,839 2,759 83 2002 8/8/2018 7 - 40
CGR Atascocita, TX 1,953 2,256 1,953 2,256 4,209 83 2002 8/8/2018 12 - 52
CGR Canon City, CO 709 1,928 709 1,928 2,637 72 2002 8/8/2018 10 - 50
CGR Chattanooga, TN 350 1,852 350 1,852 2,202 57 2003 8/8/2018 11 - 51
CGR Hobbs, NM 1,424 1,746 1,424 1,746 3,170 69 2003 8/8/2018 10 - 50
CGR Gonzales, LA 1,681 2,292 1,681 2,292 3,973 84 2003 8/8/2018 10 - 50
CGR Tupelo, MS 890 1,514 890 1,514 2,404 77 2003 8/8/2018 5 - 40
CGR Las Cruces, NM 1,645 1,720 1,645 1,720 3,365 78 1991 8/8/2018 7 - 45
CGR Carson City, NV 775 467 775 467 1,242 35 2004 8/8/2018 5 - 41
CGR Lady Lake, FL 2,474 2,618 2,474 2,618 5,092 101 2004 8/8/2018 12 - 52
CGR Lone Tree, CO 753 1,511 753 1,511 2,264 75 2004 8/8/2018 5 - 41
CGR Bristol, VA 1,059 1,563 1,059 1,563 2,622 81 2004 8/8/2018 5 - 41
CGR Trinity, FL 1,701 2,613 1,701 2,613 4,314 92 2004 8/8/2018 13 - 53
CGR Kingsville, TX 1,254 1,719 1,254 1,719 2,973 67 2004 8/8/2018 9 - 49
CGR Conroe, TX 1,224 1,661 1,224 1,661 2,885 77 2004 8/8/2018 7 - 45
CGR Portland, TX 1,537 2,089 1,537 2,089 3,626 86 2005 8/8/2018 10 - 45
CGR Plainview, TX 657 1,302 657 1,302 1,959 58 2005 8/8/2018 5 - 45

F-42


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
CGR Pinellas Park, FL 2,857 2,352 2,857 2,352 5,209 88 2005 8/8/2018 10 - 50
CGR Conyers, GA 1,049 2,168 1,049 2,168 3,217 87 2000 8/8/2018 7 - 45
CGR Eagle Pass, TX 1,338 1,859 1,338 1,859 3,197 84 2007 8/8/2018 5 - 45
CGR Enid, OK 1,712 2,805 1,712 2,805 4,517 104 1996 9/14/2018 10 - 45
CGR Lawton, OK 1,072 1,197 1,072 1,197 2,269 64 1999 9/14/2018 3 - 36
CGR Austin, TX 988 1,330 988 1,330 2,318 61 2003 9/14/2018 1 - 41
CGR Greenville, TX 1,495 1,431 1,495 1,431 2,926 58 2002 9/28/2018 10 - 45
CGR Arcadia, FL 1,575 1,408 1,575 1,408 2,983 61 2005 9/28/2018 5 - 45
CGR Aurora, CO 649 1,534 649 1,534 2,183 58 1990 10/23/2018 5 - 40
CGR Coralville, IA 1,628 1,628 1,628 1998 12/26/2019
CGR Alamosa, CO 1,992 1,206 1,992 1,206 3,199 2007 12/27/2019 10 - 35
CGR Pueblo, CO 800 1,694 800 1,694 2,494 2005 12/27/2019 10 - 35
CGR Lafayette, LA 3,183 1,579 3,183 1,579 4,761 2005 12/27/2019 10 - 35
CGR Southaven, MS 2,332 1,770 2,332 1,770 4,102 2000 12/27/2019 10 - 35
CGR Shawnee, OK 2,077 1,370 2,077 1,370 3,448 2001 12/27/2019 10 - 35
CGR Harlingen, TX 3,054 1,630 3,054 1,630 4,684 1998 12/27/2019 10 - 35
CGR Seguin, TX 2,350 1,778 2,350 1,778 4,129 2004 12/27/2019 10 - 35
CJ Logan, UT 848 848 848 1997 6/7/2019
CRB Palm Coast , FL 2,146 2,146 2,146 2012 6/13/2019
CSK Pensacola, FL 1,530 1,530 1,530 1991 6/29/2018
DEN Amherst, OH 460 998 460 998 1,458 111 1971 11/9/2016 10 - 40
DQ Tulsa, OK 485 388 485 388 873 114 2015 10/20/2016 14 - 54
DT/MP New Baltimore, MI 435 2,351 435 2,351 2,786 119 2016 9/15/2017 14 - 54
DTC Coralville, IA 2,142 2,142 2,142 1998 12/26/2019
FAZ Lafayette, IN 244 522 244 522 766 70 1996 11/9/2016 5 - 40
HAR Gadsden, AL 464 1,064 464 1,064 1,528 118 1985 12/15/2016 10 - 40
HAR Baxley, GA 644 1,258 644 1,258 1,902 150 1983 12/15/2016 10 - 40
HAR Vidalia, GA 364 1,232 364 1,232 1,596 96 2007 12/15/2016 10 - 50
HAR Hazlehurst, GA 461 1,516 461 1,516 1,977 116 2013 12/15/2016 12 - 52
HAR Sioux City, IA 901 901 901 1979 6/28/2019
HIE Coralville, IA 1,318 1,318 1,318 2000 12/26/2019
IHOP Grand Junction, CO 853 853 853 2002 1/18/2019
IHOP Christiansburg, VA 739 250 989 989 1998 4/19/2019
KFC Detroit, MI 294 916 294 916 1,210 84 1997 9/14/2016 5 - 43

F-43


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
KFC Auburn Hills, MI 98 925 98 925 1,023 93 2002 9/14/2016 5 - 43
KFC Detroit, MI 75 732 75 732 807 75 1984 9/14/2016 5 - 40
KFC Detroit, MI 323 635 323 635 958 78 1984 9/14/2016 5 - 40
KFC Altoona, WI 195 1,714 195 1,714 1,909 143 1993 11/10/2016 10 - 45
KFC LaCrosse, WI 216 893 216 893 1,109 107 1979 11/10/2016 5 - 40
KFC Rice Lake, WI 215 1,045 215 1,045 1,260 123 1991 11/10/2016 5 - 40
KFC Chippewa Falls, WI 167 924 167 924 1,091 95 2003 11/10/2016 5 - 40
KFC LaCrosse, WI 245 1,042 245 1,042 1,287 117 1972 11/10/2016 5 - 40
KFC Stevens Point, WI 92 697 92 697 789 74 1984 11/10/2016 5 - 40
KFC Wisconsin Rapids, WI 179 1,928 179 1,928 2,107 158 1991 11/10/2016 10 - 45
KFC Wausau, WI 126 1,387 126 1,387 1,513 113 1979 11/10/2016 10 - 45
KFC Escanaba, MI 143 1,362 143 1,362 1,505 118 1985 11/10/2016 10 - 43
KFC Menominee, MI 93 862 93 862 955 92 1995 11/10/2016 10 - 40
KFC Goshen, IN 95 1,041 95 1,041 1,136 108 1976 11/10/2016 5 - 40
KFC South Bend, IN 141 868 141 868 1,009 105 1970 11/10/2016 5 - 40
KFC South Bend, IN 155 774 155 774 929 99 1973 11/10/2016 5 - 40
KFC Mishawaka, IN 72 1,510 72 1,510 1,582 117 1978 11/10/2016 10 - 45
KFC Kokomo, IN 118 1,093 118 1,093 1,211 104 1994 11/10/2016 10 - 40
KFC Kokomo, IN 141 1,798 141 1,798 1,939 148 1994 11/10/2016 10 - 45
KK Troy, MI 1,480 1,480 1,480 2003 12/24/2019
KRYS Gardendale, AL 723 376 723 376 1,099 7 1976 9/27/2019 5 - 20
KRYS Lenoir City, TN 1,124 338 1,124 338 1,462 6 1998 10/10/2019 5 - 20
KRYS Pratville, AL 1,077 385 1,077 385 1,462 7 1998 10/11/2019 5 - 20
LH Tucker, GA 1,407 923 10 339 214 1,407 1,262 224 2,893 993 1986 10/1/2007 2 - 43
LH Snellville, GA 1,911 925 76 422 147 1,911 1,347 223 3,481 1,023 1992 10/1/2007 2 - 43
LH Macon, GA 1,249 718 30 420 204 1,249 1,138 234 2,621 1,055 1992 10/1/2007 2 - 44
LH Augusta, GA 1,631 845 46 300 103 1,631 1,145 149 2,925 932 1993 10/1/2007 2 - 42
LH Ocala, FL 1,210 1,100 17 579 112 1,210 1,679 129 3,018 1,347 1993 10/1/2007 2 - 42
LH Altamonte Springs, FL 1,649 974 22 450 135 1,649 1,424 157 3,230 969 1994 10/1/2007 2 - 44
LH Florence, KY 741 52 1,191 347 165 1,191 1,088 217 2,496 833 1994 10/1/2007 2 - 47
LH Gainesville, GA 1,537 965 19 348 140 1,537 1,313 159 3,009 963 1995 10/1/2007 2 - 43

F-44


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
LH Peachtree City, GA 1,485 1,080 9 457 159 1,485 1,537 168 3,190 1,112 1995 10/1/2007 2 - 43
LH Lawrenceville, GA 1,865 1,116 17 451 117 1,865 1,567 134 3,566 1,048 1996 10/1/2007 2 - 42
LH Jensen Beach, FL 1,322 1,082 33 347 153 1,322 1,429 186 2,937 1,046 1996 10/1/2007 2 - 42
LH Destin, FL 2,053 793 16 357 224 2,053 1,150 240 3,443 914 1996 10/1/2007 2 - 42
LH Albany, GA 1,500 988 34 422 126 1,500 1,410 160 3,070 929 1997 10/1/2007 2 - 42
LH Dublin, OH 1,572 1,205 18 510 259 1,572 1,715 277 3,564 1,144 1997 10/1/2007 2 - 42
LH Columbia, SC 1,677 1,291 23 495 176 1,677 1,786 199 3,662 1,188 1997 10/1/2007 2 - 42
LH Pineville, NC 1,262 879 11 495 195 1,262 1,374 206 2,842 888 1998 10/1/2007 2 - 44
LH Johns Creek, GA 1,694 1,089 18 203 123 1,694 1,292 141 3,127 837 1998 10/1/2007 2 - 42
LH Greensboro, NC 1,438 1,017 16 270 152 1,438 1,287 168 2,893 781 1999 10/1/2007 2 - 44
LH Huntsville, AL 1,443 983 7 350 194 1,443 1,333 201 2,977 817 1999 10/1/2007 2 - 44
LH Hickory, NC 1,333 1,029 7 313 166 1,333 1,342 173 2,848 766 1999 10/1/2007 2 - 44
LH Tampa, FL 1,488 1,078 6 297 189 1,488 1,375 195 3,058 917 2000 10/1/2007 2 - 35
LH Clarksville, TN 1,662 1,097 15 449 112 1,662 1,546 127 3,335 833 1999 10/1/2007 2 - 43
LH Orlando, FL 1,165 749 21 264 137 1,165 1,013 158 2,336 683 2000 10/1/2007 2 - 35
LH Concord, NH 1,329 935 7 359 172 1,329 1,294 179 2,802 698 2000 10/1/2007 2 - 35
LH Orlando, FL 1,492 1,277 52 297 150 1,492 1,574 202 3,268 918 2000 10/1/2007 2 - 35
LH Medina, OH 1,189 820 12 268 168 1,189 1,088 180 2,457 666 2000 10/1/2007 2 - 35
LH Hoover, AL 1,401 966 17 350 160 1,401 1,316 177 2,894 786 2001 10/1/2007 2 - 36
LH Boardman, OH 954 673 17 285 151 954 958 168 2,080 566 2001 10/1/2007 2 - 36
LH Prattville, AL 1,481 1,016 27 336 134 1,481 1,352 161 2,994 794 2001 10/1/2007 2 - 36
LH Bensalem, PA 1,645 600 17 346 160 1,645 946 177 2,768 561 2001 10/1/2007 2 - 36
LH Lee’s Summit, MO 1,705 1,219 34 285 88 1,705 1,504 122 3,331 751 2002 10/1/2007 2 - 37
LH Germantown, MD 1,439 1,069 27 306 138 1,439 1,375 165 2,979 775 2002 10/1/2007 2 - 37
LH Independence, OH 1,241 686 26 231 106 1,241 917 132 2,290 515 2002 10/1/2007 2 - 37
LH Hiram, GA 1,639 1,033 25 374 130 1,639 1,407 155 3,201 775 2002 10/1/2007 2 - 37
LH Louisville, KY 1,405 980 18 238 113 1,405 1,218 131 2,754 639 2002 10/1/2007 2 - 37
LH Bowie, MD 1,871 1,230 21 257 147 1,871 1,487 168 3,526 799 2002 10/1/2007 2 - 37
LH Waldorf, MD 1,929 1,167 26 245 162 1,929 1,412 188 3,529 786 2002 10/1/2007 2 - 37
LH West Palm Beach, FL 1,781 1,228 27 297 132 1,781 1,525 159 3,465 804 2002 10/1/2007 2 - 37
LH Columbia, MD 1,918 1,439 40 268 161 1,918 1,707 201 3,826 894 2003 10/1/2007 2 - 38
LH East Point, GA 1,052 1,232 21 291 143 1,052 1,523 164 2,739 816 2003 10/1/2007 2 - 38
LH Lexington, KY 1,251 874 16 238 162 1,251 1,112 178 2,541 641 2003 10/1/2007 2 - 42

F-45


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
LH Winter Haven, FL 1,285 1,149 39 276 124 1,285 1,425 163 2,873 768 2003 10/1/2007 2 - 38
LH Jacksonville, FL 795 1,302 32 210 128 795 1,512 160 2,467 779 2003 10/1/2007 2 - 38
LH Daphne, AL 1,130 757 30 308 111 1,130 1,065 141 2,336 642 2003 10/1/2007 2 - 38
LH Anderson, SC 1,445 990 41 240 111 1,445 1,230 152 2,827 660 2004 10/1/2007 2 - 39
LH Palm Harbor, FL 1,406 917 32 263 93 1,406 1,180 125 2,711 677 2004 10/1/2007 2 - 39
LH West Chester, OH 1,371 927 31 248 79 1,371 1,175 110 2,656 649 2004 10/1/2007 2 - 39
LH Jefferson City, MO 1,342 875 60 196 68 1,342 1,071 128 2,541 588 2004 10/1/2007 2 - 39
LH Chantilly, VA 1,568 882 50 262 66 1,568 1,144 116 2,828 592 2004 10/1/2007 2 - 39
LH Dawsonville, GA 1,084 1,321 51 188 100 1,084 1,509 151 2,744 766 2004 10/1/2007 2 - 39
LH Opelika, AL 1,427 1,244 36 202 58 1,427 1,446 94 2,967 740 2004 10/1/2007 2 - 39
LH Indianapolis, IN 1,298 854 55 211 51 1,298 1,065 106 2,469 584 2005 10/1/2007 2 - 40
LH Grove City, OH 1,566 1,067 53 191 61 1,566 1,258 114 2,938 655 2005 10/1/2007 2 - 40
LH Springfield, IL 1,573 1,451 65 182 79 1,573 1,633 144 3,350 844 2005 10/1/2007 2 - 40
LH Covington, GA 887 1,212 70 45 49 887 1,257 119 2,263 640 2005 10/1/2007 2 - 40
LH West Homestead, PA 1,418 947 79 33 91 1,418 980 170 2,568 553 2005 10/1/2007 2 - 40
LH Carrollton, GA 1,192 1,227 75 15 49 1,192 1,242 124 2,558 650 2005 10/1/2007 2 - 40
LH Tarentum, PA 1,414 931 91 84 46 1,414 1,015 137 2,566 557 2005 10/1/2007 2 - 40
LH Commerce, GA 647 1,476 60 57 84 647 1,533 144 2,324 725 2006 10/1/2007 2 - 41
LH East Ellijay, GA 1,126 1,272 70 21 82 1,126 1,293 152 2,571 669 2006 10/1/2007 2 - 41
LH Acworth, GA 1,941 1,255 70 23 82 1,941 1,278 152 3,371 646 2006 10/1/2007 2 - 41
LH Peoria, IL 1,299 848 81 143 46 1,299 991 127 2,417 563 2006 10/1/2007 2 - 41
LH Hixson, TN 1,676 1,263 84 40 44 1,676 1,303 128 3,107 649 2006 10/1/2007 2 - 41
LH Fredericksburg, VA 1,734 1,174 89 42 35 1,734 1,216 124 3,074 669 2006 10/1/2007 2 - 41
LH Morgantown, WV 1,223 812 89 27 44 1,223 839 133 2,195 513 2006 10/1/2007 2 - 41
LH Florence, SC 1,628 1,352 90 28 35 1,628 1,380 125 3,133 649 2006 10/1/2007 2 - 41
LH Portage, IN 901 1,652 105 59 26 901 1,711 131 2,743 799 2006 10/1/2007 2 - 41
LH Macon, GA 1,052 1,840 97 135 38 1,052 1,975 135 3,162 955 2007 10/1/2007 2 - 42
LH Panama City Beach, FL 1,379 1,736 99 47 95 1,379 1,783 194 3,356 924 2007 10/1/2007 2 - 42
LH LaGrange, GA 979 1,527 111 36 52 979 1,563 163 2,705 804 2007 10/1/2007 2 - 42
LH Calhoun, GA 765 1,760 109 (4) 36 765 1,756 145 2,666 863 2007 10/1/2007 2 - 42
LH Dublin, GA 389 1,910 140 27 23 389 1,937 163 2,489 871 2008 1/14/2008 2 - 43
LH Monroe, GA 966 1,549 164 30 13 966 1,579 177 2,722 742 2008 4/28/2008 2 - 43

F-46


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
LH Denham Springs, LA 1,306 2,049 283 35 12 1,306 2,084 295 3,685 1,168 2008 8/25/2008 2 - 43
LH Cornelia, GA 106 1,542 281 282 52 8 388 1,594 289 2,271 897 2008 12/1/2008 2 - 43
LH Richmond, VA 1,442 1,758 207 24 9 1,442 1,782 216 3,440 884 2009 2/23/2009 2 - 44
LH San Antonio, TX 907 1,504 699 535 907 2,203 535 3,645 1,145 2010 1/18/2010 2 - 40
LH Orlando, FL 1,406 1,701 253 23 6 1,406 1,724 259 3,389 785 2010 3/8/2010 2 - 45
LH Thomasville, GA 730 1,688 229 19 5 730 1,707 234 2,671 815 2010 4/19/2010 2 - 45
LH San Antonio, TX 947 1,436 444 543 947 1,880 543 3,370 1,079 2010 5/10/2010 2 - 40
LH San Antonio, TX 1,206 1,583 245 540 1,206 1,828 540 3,574 1,029 2010 7/5/2010 2 - 40
LH Jackson, TN 1,398 1,257 204 16 8 1,398 1,273 212 2,883 614 2010 7/19/2010 2 - 45
LH Conyers, GA 589 1,797 198 30 21 589 1,827 219 2,635 805 2010 8/2/2010 2 - 45
LH San Antonio, TX 1,382 735 1,990 249 (230) 1,990 1,631 505 4,126 980 2010 10/11/2010 2 - 40
LH Fort Smith, AR 953 1,610 252 23 10 953 1,633 262 2,848 762 2010 11/1/2010 2 - 45
LH Whitehall, PA 1,307 1,901 270 24 7 1,307 1,925 277 3,509 849 2010 12/6/2010 2 - 45
LH New Braunfels, TX 1,330 681 145 (210) 1,475 471 1,946 856 2011 1/24/2011 2 - 40
LH McAllen, TX 1,128 1,600 284 13 13 1,128 1,613 297 3,038 728 2011 3/28/2011 2 - 46
LH Kingsland, GA 849 1,564 236 13 5 849 1,577 241 2,667 663 2011 4/25/2011 2 - 46
LH Jonesboro, AR 902 1,704 234 15 1 902 1,719 235 2,856 724 2011 4/25/2011 2 - 46
LH Hanover, MD 1,437 2,258 252 45 2 1,437 2,303 254 3,994 853 2011 5/16/2011 2 - 46
LH Council Bluffs, IA 869 1,827 236 31 7 869 1,858 243 2,970 754 2011 5/31/2011 2 - 46
LH San Antonio, TX 278 383 35 (302) 313 81 394 330 2011 6/20/2011 2 - 40
LH Tupelo, MS 771 1,717 236 13 1 771 1,730 237 2,738 652 2011 8/29/2011 2 - 46
LH Champaign, IL 1,499 1,725 267 4 3 1,499 1,729 270 3,498 691 2011 10/10/2011 2 - 46
LH Rapid City, SD 965 1,869 252 2 3 965 1,871 255 3,091 767 2011 10/10/2011 2 - 46
LH West Melbourne, FL 1,144 1,858 266 4 3 1,144 1,862 269 3,275 732 2011 11/21/2011 2 - 46
LH Flowood, MS 1,088 1,803 327 34 2 1,122 1,803 329 3,254 770 2012 2/6/2012 2 - 47
LH McAllen, TX 1,339 1,775 319 3 12 1,339 1,778 331 3,448 734 2012 2/27/2012 2 - 47
LH Deptford, NJ 1,799 1,694 287 3 (2) 1,799 1,697 285 3,781 660 2012 3/26/2012 2 - 47
LH Athens, GA 970 1,744 289 35 13 970 1,779 302 3,051 636 2012 10/29/2012 2 - 47
LH Morehead City, NC 975 1,941 340 2 1 975 1,943 341 3,259 679 2013 1/14/2013 2 - 48
LH Columbus, MS 1,155 1,993 256 4 4 1,155 1,997 260 3,412 608 2013 2/18/2013 2 - 48

F-47


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
LH Sandusky, OH 1,081 2,027 263 2 1,081 2,027 265 3,373 621 2013 4/22/2013 2 - 48
LH Coralville, IA 953 2,135 288 (3) 953 2,135 285 3,373 664 2013 5/13/2013 2 - 48
LH Cleveland, TN 1,054 1,776 337 1 1,054 1,776 338 3,168 593 2013 5/13/2013 2 - 48
LH Cincinnati, OH 1,205 1,758 291 3 1,205 1,758 294 3,257 543 2013 8/26/2013 2 - 48
LH Minot, ND 887 2,230 314 15 17 887 2,245 331 3,463 640 2013 9/23/2013 2 - 48
LH Bethlehem, GA 936 1,684 286 936 1,684 286 2,906 472 2014 1/20/2014 2 - 49
LH Wilkes Barre, PA 859 2,227 278 6 859 2,233 278 3,370 584 2014 1/27/2014 2 - 49
LH Columbia, SC 1,407 1,407 1,407 1997 12/7/2017 0 0
LH Gadsden, AL 1,580 1,580 1,580 2018 4/19/2019
LH Salisbury, MD 1,514 1,514 1,514 2011 10/21/2019
LH Watertown, NY 1,437 1,437 1,437 2015 12/6/2019
LH/RT/ADB Auburn, ME 3,355 3,355 3,355 2005 10/31/2019
MCA Andrews, TX 283 1,772 283 1,772 2,055 117 2014 1/27/2017 14 - 54
MCA San Angelo, TX 248 1,913 248 1,913 2,161 119 2014 1/27/2017 14 - 54
MCA Shavano Park, TX 486 1,915 486 1,915 2,401 142 2014 2/16/2017 14 - 54
MCA New Braunfels, TX 472 1,932 472 1,932 2,404 137 2017 3/16/2017 14 - 54
MCD Altamonte Springs, FL 1,489 1,489 1,489 1991 1/12/2018
MCD Kokoma, IN 1,671 1,671 1,671 2016 6/29/2018
MCD Grand Junction, CO 1,163 1,163 1,163 1985 1/18/2019
MVS Camp Hill, PA 1,148 1,148 1,148 2019 12/30/2019
OG Greenwood, IN 400 749 1 1,883 625 400 2,632 626 3,658 2,254 1985 7/15/1985 2 - 49
OG Indianapolis, IN 333 755 15 1,839 541 333 2,594 556 3,483 2,063 1985 7/15/1985 2 - 49
OG Kissimmee, FL 400 710 2 1,803 615 400 2,513 617 3,530 2,446 1985 8/5/1985 2 - 42
OG Huntsville, AL 317 719 1 1,092 338 317 1,811 339 2,467 1,724 1986 3/3/1986 2 - 36
OG Las Vegas, NV 597 557 12 1,108 316 597 1,665 328 2,590 1,726 1986 3/31/1986 2 - 42
OG Ocala, FL 470 416 11 2,112 383 470 2,528 394 3,392 2,071 1986 7/14/1986 2 - 48
OG Granger, IN 220 650 15 1,309 348 220 1,959 363 2,542 2,019 1986 9/8/1986 2 - 42
OG Toledo, OH 275 343 6 1,146 244 275 1,489 250 2,014 1,558 1986 9/15/1986 2 - 35
OG Bradenton, FL 207 837 4 1,779 602 207 2,616 606 3,429 2,230 1986 11/3/1986 2 - 48
OG Clearwater, FL 717 593 17 1,521 446 717 2,114 463 3,294 1,955 1986 12/2/1986 2 - 47
OG North Richland Hills, TX 468 1,187 19 1,414 342 468 2,601 361 3,430 2,434 1986 12/15/1986 2 - 42
OG Austin, TX 492 1,183 6 1,690 440 492 2,873 446 3,811 2,642 1987 1/12/1987 2 - 46

F-48


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Morrow, GA 446 813 10 1,448 423 446 2,261 433 3,140 2,247 1987 3/23/1987 2 - 42
OG Mobile, AL 698 872 31 1,209 479 698 2,081 510 3,289 1,964 1987 5/18/1987 2 - 42
OG Fort Worth, TX 654 626 29 1,273 403 654 1,899 432 2,985 1,854 1987 5/25/1987 2 - 46
OG Fort Myers, FL 289 1,124 14 1,786 550 289 2,910 564 3,763 2,479 1987 5/25/1987 2 - 48
OG Bakersfield, CA 529 861 54 1,294 264 529 2,155 318 3,002 2,070 1987 5/25/1987 2 - 36
OG Tulsa, OK 702 637 23 1,137 291 702 1,774 314 2,790 1,699 1987 6/22/1987 2 - 42
OG Mesquite, TX 721 772 10 238 1,650 435 959 2,422 445 3,826 2,148 1987 7/20/1987 2 - 46
OG Indianapolis, IN 526 82 2 2,534 406 526 2,616 408 3,550 1,832 1987 7/20/1987 2 - 49
OG Canton, OH 275 834 8 829 426 275 1,663 434 2,372 1,742 1987 9/21/1987 2 - 40
OG Duluth, GA 675 906 18 351 1,247 313 1,026 2,153 331 3,510 2,065 1987 11/2/1987 2 - 42
OG Reno, NV 639 29 1,215 1,581 560 1,215 2,220 589 4,024 2,427 1988 1/18/1988 2 - 35
OG Orlando, FL 894 6 1,585 1,792 614 1,585 2,686 620 4,891 2,643 1988 2/1/1988 2 - 42
OG Middleburg Heights, OH 555 882 18 1,285 400 555 2,167 418 3,140 2,163 1988 3/7/1988 2 - 42
OG Knoxville, TN 375 1,397 33 700 220 375 2,097 253 2,725 2,030 1988 3/14/1988 2 - 40
OG Fairfield, OH 325 1,230 15 1,303 276 325 2,533 291 3,149 2,323 1988 3/21/1988 2 - 46
OG Akron, OH 577 1,048 6 879 281 577 1,927 287 2,791 1,802 1988 4/4/1988 2 - 40
OG Fairview Heights, IL 735 1,162 19 1,163 518 735 2,325 537 3,597 2,366 1988 5/9/1988 2 - 35
OG Grand Rapids, MI 959 14 749 753 288 749 1,712 302 2,763 1,757 1988 5/9/1988 2 - 35
OG Toledo, OH 891 38 652 726 201 652 1,617 239 2,508 1,668 1988 5/23/1988 2 - 35
OG Chattanooga, TN 604 760 19 937 405 604 1,697 424 2,725 1,740 1988 6/6/1988 2 - 35
OG Lansing, IL 814 18 912 1,200 379 912 2,014 397 3,323 1,929 1988 6/20/1988 2 - 42
OG Bloomington, MN 525 1,779 20 1,212 393 525 2,991 413 3,929 3,404 1988 6/28/1988 2 - 41
OG Livonia, MI 459 25 890 2,624 331 890 3,083 356 4,329 2,936 1988 8/1/1988 2 - 37
OG Irving, TX 710 647 33 1,603 309 710 2,250 342 3,302 1,971 1988 8/22/1988 2 - 46
OG Montclair, CA 873 44 1,231 736 238 1,231 1,609 282 3,122 1,696 1988 9/5/1988 2 - 40
OG Flint, MI 426 1,089 14 882 234 426 1,971 248 2,645 1,889 1988 9/5/1988 2 - 35
OG Sarasota, FL 1,136 725 24 1,427 570 1,136 2,152 594 3,882 2,040 1988 10/10/1988 2 - 48
OG Sterling Heights, MI 855 1,158 32 984 403 855 2,142 435 3,432 2,260 1988 10/17/1988 2 - 37
OG Vernon Hills, IL 750 1,252 17 1,289 474 750 2,541 491 3,782 2,372 1988 10/24/1988 2 - 47
OG Columbus, OH 740 909 38 1,057 232 740 1,966 270 2,976 1,808 1988 11/14/1988 2 - 40
OG North Olmsted, OH 931 1,060 63 925 343 931 1,985 406 3,322 1,910 1988 12/5/1988 2 - 40
OG West Des Moines, IA 377 24 1,130 2,047 338 1,130 2,424 362 3,916 2,173 1988 12/12/1988 2 - 36

F-49


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Oklahoma City, OK 280 1,043 58 1,095 371 280 2,138 429 2,847 1,893 1989 1/16/1989 2 - 42
OG San Antonio, TX 400 783 17 1,458 449 400 2,241 466 3,107 2,126 1989 2/13/1989 2 - 41
OG York, PA 555 931 31 1,048 462 555 1,979 493 3,027 1,992 1989 3/6/1989 2 - 42
OG Brandon, FL 700 967 24 1,566 577 700 2,533 601 3,834 2,269 1989 3/27/1989 2 - 47
OG Kennesaw, GA 754 824 32 1,233 390 754 2,057 422 3,233 1,824 1989 5/1/1989 2 - 47
OG Plantation, FL 888 982 27 1,189 392 888 2,171 419 3,478 1,997 1989 5/8/1989 2 - 42
OG San Antonio, TX 720 1 677 1,330 395 677 2,050 396 3,123 1,906 1989 5/22/1989 2 - 41
OG Saint Peters, MO 697 930 134 1,034 292 697 1,964 426 3,087 1,896 1989 7/3/1989 2 - 35
OG Corpus Christi, TX 713 21 880 1,463 553 880 2,176 574 3,630 2,051 1989 7/3/1989 2 - 36
OG Houston, TX 616 746 40 1,228 492 616 1,974 532 3,122 1,914 1989 7/10/1989 2 - 39
OG Saginaw, MI 828 813 22 787 340 828 1,600 362 2,790 1,661 1989 7/31/1989 2 - 40
OG Portage, MI 325 1,290 32 892 266 325 2,182 298 2,805 2,072 1989 7/31/1989 2 - 35
OG Beaumont, TX 608 721 33 1,163 375 608 1,884 408 2,900 1,814 1989 8/14/1989 2 - 40
OG Winter Haven, FL 832 49 563 1,673 543 563 2,505 592 3,660 2,311 1989 8/14/1989 2 - 47
OG West Dundee, IL 828 1,167 32 964 325 828 2,131 357 3,316 2,035 1989 8/28/1989 2 - 40
OG Champaign, IL 521 1,158 26 1,009 343 521 2,167 369 3,057 2,094 1989 10/30/1989 2 - 35
OG North Little Rock, AR 437 94 766 1,623 293 766 2,060 387 3,213 1,956 1989 10/30/1989 2 - 42
OG Fort Wayne, IN 700 1,045 23 927 320 700 1,972 343 3,015 1,869 1989 12/11/1989 2 - 42
OG Fargo, ND 313 864 20 680 264 313 1,544 284 2,141 1,508 1989 12/11/1989 2 - 40
OG Southgate, MI 476 1,138 31 1,103 242 476 2,241 273 2,990 2,069 1990 1/22/1990 2 - 37
OG Orlando, FL 787 998 17 1,877 431 787 2,875 448 4,110 2,426 1990 1/29/1990 2 - 48
OG Fayetteville, NC 637 856 56 879 461 637 1,735 517 2,889 1,780 1990 2/26/1990 2 - 35
OG Chesapeake, VA 506 863 44 1,046 344 506 1,909 388 2,803 1,897 1990 3/5/1990 2 - 40
OG Las Vegas, NV 1,085 1,191 47 967 310 1,085 2,158 357 3,600 2,114 1990 3/26/1990 2 - 42
OG Naples, FL 992 677 40 1,201 526 992 1,878 566 3,436 1,877 1990 3/26/1990 2 - 40
OG Maplewood, MN 556 1,009 86 1,126 250 556 2,135 336 3,027 2,088 1990 4/16/1990 2 - 40
OG Jacksonville, FL 755 39 905 1,137 487 905 1,892 526 3,323 1,895 1990 4/30/1990 2 - 42
OG Rochester, NY 1,104 1,113 61 1,102 376 1,104 2,215 437 3,756 2,089 1990 5/14/1990 2 - 36
OG Columbia, MO 602 983 53 1,070 327 602 2,053 380 3,035 1,917 1990 6/4/1990 2 - 42
OG Greenfield, WI 956 802 29 114 1,174 295 1,070 1,976 324 3,370 1,850 1990 8/13/1990 2 - 42
OG Lynnwood, WA 875 1,132 66 855 316 875 1,987 382 3,244 1,886 1990 8/20/1990 2 - 35

F-50


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Victorville, CA 603 985 31 888 271 603 1,873 302 2,778 1,689 1990 9/10/1990 2 - 42
OG Richmond, VA 467 1,363 93 966 399 467 2,329 492 3,288 2,264 1990 9/17/1990 2 - 42
OG Wichita, KS 779 802 80 1,022 274 779 1,824 354 2,957 1,763 1990 10/1/1990 2 - 42
OG Antioch, TN 811 61 892 628 241 892 1,439 302 2,633 1,471 1990 10/15/1990 2 - 40
OG Topeka, KS 701 812 18 1,658 381 701 2,470 399 3,570 2,162 1990 10/22/1990 2 - 47
OG Orange City, FL 551 727 16 1,163 479 551 1,890 495 2,936 1,687 1990 10/29/1990 2 - 48
OG Terre Haute, IN 560 1,128 34 872 355 560 2,000 389 2,949 1,917 1990 12/3/1990 2 - 35
OG Columbia, SC 613 782 35 1,055 230 613 1,837 265 2,715 1,678 1990 12/3/1990 2 - 42
OG Littleton, CO 750 859 79 1,324 359 750 2,183 438 3,371 2,076 1991 1/21/1991 2 - 40
OG Colorado Springs, CO 690 87 571 2,173 415 571 2,863 502 3,936 2,715 1991 1/21/1991 2 - 41
OG Miami, FL 1,059 879 89 1,413 549 1,059 2,292 638 3,989 2,244 1991 1/28/1991 2 - 42
OG Parkersburg, WV 454 1,096 60 723 323 454 1,819 383 2,656 1,787 1991 2/11/1991 2 - 42
OG Clovis, CA 489 796 62 787 300 489 1,583 362 2,434 1,623 1991 2/18/1991 2 - 42
OG Dallas, TX 750 776 36 70 1,001 305 820 1,777 341 2,938 1,657 1991 2/25/1991 2 - 41
OG Roseville, MN 754 1,106 90 784 178 754 1,890 268 2,912 1,742 1991 3/25/1991 2 - 40
OG Eastpointe, MI 897 1,367 75 598 244 897 1,965 319 3,181 1,903 1991 3/25/1991 2 - 40
OG Aurora, CO 803 1,169 14 1,368 343 803 2,537 357 3,697 2,234 1991 4/1/1991 2 - 41
OG Talleyville, DE 737 1,278 95 805 377 737 2,083 472 3,292 2,137 1991 4/22/1991 2 - 40
OG Boise, ID 627 839 76 858 386 627 1,697 462 2,786 1,702 1991 4/29/1991 2 - 42
OG McAllen, TX 803 857 76 1,160 476 803 2,017 552 3,372 1,870 1991 4/29/1991 2 - 42
OG Houston, TX 723 960 87 1,234 498 723 2,194 585 3,502 2,202 1991 5/20/1991 2 - 40
OG Boardman, OH 675 993 48 1,208 329 675 2,201 377 3,253 2,103 1991 8/5/1991 2 - 38
OG Jacksonville, FL 1,124 863 74 1,185 438 1,124 2,048 512 3,684 1,926 1991 8/12/1991 2 - 42
OG West Melbourne, FL 983 953 22 1,390 578 983 2,343 600 3,926 2,125 1991 8/19/1991 2 - 47
OG Omaha, NE 315 1,230 51 1,642 341 315 2,872 392 3,579 2,317 1991 10/28/1991 2 - 42
OG Columbia, MD 1,283 1,199 92 1,020 297 1,283 2,219 389 3,891 2,135 1991 11/4/1991 2 - 42
OG Houston, TX 627 947 68 1,084 435 627 2,031 503 3,161 1,992 1991 11/11/1991 2 - 40
OG Provo, UT 702 714 128 805 284 702 1,519 412 2,633 1,529 1991 11/11/1991 2 - 40
OG Roanoke, VA 607 714 33 783 350 607 1,497 383 2,487 1,450 1991 12/9/1991 2 - 42
OG Pittsburgh, PA 1,125 1,170 65 1,202 279 1,125 2,372 344 3,841 2,083 1991 12/9/1991 2 - 38
OG Harrisburg, PA 769 837 108 1,117 328 769 1,954 436 3,159 1,873 1991 12/9/1991 2 - 35
OG Pineville, NC 1,018 972 71 950 281 1,018 1,922 352 3,292 1,872 1992 1/27/1992 2 - 42
OG Palm Desert, CA 607 987 100 617 185 607 1,604 285 2,496 1,559 1992 1/27/1992 2 - 40
OG Lafayette, LA 555 751 69 997 304 555 1,748 373 2,676 1,688 1992 1/27/1992 2 - 42

F-51


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Woodbridge, VA 1,228 1,071 56 1,163 444 1,228 2,234 500 3,962 2,130 1992 2/3/1992 2 - 41
OG Elkhart, IN 381 724 145 683 281 381 1,407 426 2,214 1,513 1992 2/3/1992 2 - 40
OG San Bernardino, CA 1,393 1,210 83 756 301 1,393 1,966 384 3,743 1,920 1992 3/9/1992 2 - 42
OG Little Rock, AR 335 895 105 749 265 335 1,644 370 2,349 1,636 1992 3/9/1992 2 - 40
OG Cincinnati, OH 842 953 107 986 344 842 1,939 451 3,232 1,947 1992 3/16/1992 2 - 38
OG Myrtle Beach, SC 520 872 51 845 386 520 1,717 437 2,674 1,676 1992 3/16/1992 2 - 42
OG Highlands Ranch, CO 813 980 49 1,177 380 813 2,157 429 3,399 1,938 1992 5/11/1992 2 - 41
OG Novi, MI 866 1,629 31 867 296 866 2,496 327 3,689 2,271 1992 5/25/1992 2 - 42
OG Louisville, KY 492 1,571 76 869 254 492 2,440 330 3,262 2,187 1992 6/15/1992 2 - 42
OG Palmdale, CA 679 1,080 109 1,093 315 679 2,173 424 3,276 1,966 1992 8/3/1992 2 - 39
OG Clarksville, TN 302 771 101 443 207 302 1,214 308 1,824 1,225 1992 8/3/1992 2 - 38
OG Cincinnati, OH 917 939 62 1,041 360 917 1,980 422 3,319 1,855 1992 8/17/1992 2 - 38
OG Greensburg, PA 579 1,272 143 1,026 352 579 2,298 495 3,372 1,944 1992 8/31/1992 2 - 40
OG Sioux Falls, SD 247 1,325 78 917 217 247 2,242 295 2,784 1,975 1992 9/7/1992 2 - 40
OG Roswell, GA 838 897 79 764 339 838 1,661 418 2,917 1,678 1992 9/14/1992 2 - 40
OG Green Bay, WI 453 789 97 675 260 453 1,464 357 2,274 1,515 1992 9/14/1992 2 - 40
OG Harlingen, TX 453 803 107 1,013 426 453 1,816 533 2,802 1,605 1992 10/19/1992 2 - 42
OG Erie, PA 1,078 1,412 91 1,129 408 1,078 2,541 499 4,118 2,342 1992 11/2/1992 2 - 42
OG Chico, CA 984 923 95 850 308 984 1,773 403 3,160 1,673 1992 11/9/1992 2 - 40
OG Las Vegas, NV 1,055 1,005 108 849 297 1,055 1,854 405 3,314 1,855 1992 12/14/1992 2 - 42
OG Laurel, MD 1,241 1,552 121 1,403 388 1,241 2,955 509 4,705 2,752 1993 1/25/1993 2 - 42
OG Racine, WI 608 1,247 140 914 198 608 2,161 338 3,107 1,982 1993 2/1/1993 2 - 40
OG Fort Collins, CO 809 1,105 97 1,011 350 809 2,116 447 3,372 2,083 1993 2/8/1993 2 - 41
OG Longview, TX 505 816 90 1,133 290 505 1,949 380 2,834 1,720 1993 2/22/1993 2 - 45
OG Raleigh, NC 855 877 76 855 318 855 1,732 394 2,981 1,743 1993 3/8/1993 2 - 42
OG Yakima, WA 1,296 124 409 568 294 409 1,864 418 2,691 1,966 1993 3/22/1993 2 - 40
OG Lafayette, IN 455 875 98 635 221 455 1,510 319 2,284 1,541 1993 3/22/1993 2 - 40
OG Arlington, TX 782 766 70 795 441 782 1,561 511 2,854 1,627 1993 3/29/1993 2 - 44
OG Mesa, AZ 551 888 97 803 274 551 1,691 371 2,613 1,605 1993 4/12/1993 2 - 40
OG Dover, DE 614 1,055 127 656 279 614 1,711 406 2,731 1,650 1993 4/19/1993 2 - 38
OG Addison, TX 1,221 1,746 79 1,032 374 1,221 2,778 453 4,452 2,582 1993 4/26/1993 2 - 41
OG Appleton, WI 424 956 117 646 216 424 1,602 333 2,359 1,543 1993 5/17/1993 2 - 40
OG Duncanville, TX 835 1,057 91 945 370 835 2,002 461 3,298 1,862 1993 6/28/1993 2 - 40

F-52


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Kenner, LA 695 969 86 1,112 361 695 2,081 447 3,223 2,036 1993 7/5/1993 2 - 40
OG Texas City, TX 732 1,093 97 871 319 732 1,964 416 3,112 1,838 1993 7/19/1993 2 - 44
OG Muncie, IN 454 1,003 92 1,065 296 454 2,068 388 2,910 1,576 1993 8/23/1993 2 - 49
OG Panama City, FL 465 957 84 1,082 400 465 2,039 484 2,988 1,786 1993 10/11/1993 2 - 42
OG Billings, MT 479 1,107 89 775 301 479 1,882 390 2,751 1,763 1993 10/18/1993 2 - 42
OG Whitehall, PA 936 1,291 90 1,025 331 936 2,316 421 3,673 2,174 1993 11/8/1993 2 - 36
OG Paducah, KY 452 1,083 82 700 288 452 1,783 370 2,605 1,666 1993 11/8/1993 2 - 40
OG Rochester, NY 974 1,108 101 824 243 974 1,932 344 3,250 1,659 1993 11/15/1993 2 - 42
OG Poughkeepsie, NY 873 1,613 108 823 174 873 2,436 282 3,591 2,000 1993 11/29/1993 2 - 40
OG Bangor, ME 357 1,120 96 1,027 282 357 2,147 378 2,882 1,888 1993 12/13/1993 2 - 42
OG Dearborn, MI 542 1,219 59 713 242 542 1,932 301 2,775 1,746 1994 1/10/1994 2 - 40
OG Newington, NH 915 1,051 103 803 355 915 1,854 458 3,227 1,782 1994 1/17/1994 2 - 42
OG Tyler, TX 485 1,041 92 1,279 340 485 2,320 432 3,237 2,003 1994 1/17/1994 2 - 47
OG Grand Rapids, MI 804 866 87 637 257 804 1,503 344 2,651 1,493 1994 1/24/1994 2 - 40
OG Peoria, IL 668 1,204 81 914 323 668 2,118 404 3,190 1,888 1994 2/14/1994 2 - 42
OG Concord, NH 469 1,284 115 594 194 469 1,878 309 2,656 1,661 1994 2/14/1994 2 - 38
OG Janesville, WI 370 1,069 86 712 287 370 1,781 373 2,524 1,582 1994 3/7/1994 2 - 40
OG Las Vegas, NV 879 1,344 95 596 317 879 1,940 412 3,231 1,801 1994 3/7/1994 2 - 40
OG Middletown, OH 424 1,044 95 863 318 424 1,907 413 2,744 1,817 1994 3/7/1994 2 - 42
OG Branson, MO 1,056 1,893 69 785 295 1,056 2,678 364 4,098 2,303 1994 5/16/1994 2 - 40
OG Coon Rapids, MN 514 1,248 67 588 245 514 1,836 312 2,662 1,686 1994 9/26/1994 2 - 40
OG Dallas, TX 764 1,212 55 811 281 764 2,023 336 3,123 1,871 1994 10/10/1994 2 - 44
OG Asheville, NC 2,651 1,198 94 655 292 2,651 1,853 386 4,890 1,747 1994 10/31/1994 2 - 40
OG Cedar Rapids, IA 510 1,148 105 608 311 510 1,756 416 2,682 1,669 1994 12/5/1994 2 - 40
OG Amherst, NY 1,215 1,394 88 891 307 1,215 2,285 395 3,895 2,036 1994 12/12/1994 2 - 38
OG Joplin, MO 654 1,219 102 662 323 654 1,881 425 2,960 1,763 1995 1/9/1995 2 - 40
OG Eau Claire, WI 600 1,193 110 538 268 600 1,731 378 2,709 1,643 1995 1/23/1995 2 - 40
OG Middletown, NY 807 1,581 97 592 345 807 2,173 442 3,422 1,974 1995 1/30/1995 2 - 40
OG Fairborn, OH 804 1,290 82 681 221 804 1,971 303 3,078 1,760 1995 2/20/1995 2 - 40
OG VooRDIees, NJ 804 1,696 101 600 303 804 2,296 404 3,504 2,053 1995 2/20/1995 2 - 38
OG Henderson, NV 1,109 1,289 74 826 383 1,109 2,115 457 3,681 2,001 1995 2/20/1995 2 - 42
OG Barboursville, WV 1,139 1,062 84 731 203 1,139 1,793 287 3,219 1,552 1995 2/27/1995 2 - 40
OG Norman, OK 596 1,246 96 449 172 596 1,695 268 2,559 1,516 1995 3/7/1995 2 - 38
OG Hampton, VA 1,074 1,061 86 674 225 1,074 1,735 311 3,120 1,573 1995 3/13/1995 2 - 40

F-53


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Jackson, MI 699 1,156 73 764 320 699 1,920 393 3,012 1,675 1995 3/20/1995 2 - 42
OG Clay, NY 782 1,705 98 866 356 782 2,571 454 3,807 2,135 1995 4/24/1995 2 - 42
OG Onalaska, WI 603 1,283 102 339 197 603 1,622 299 2,524 1,503 1995 4/24/1995 2 - 38
OG Grapevine, TX 752 1,026 99 793 404 752 1,819 503 3,074 1,827 1995 5/8/1995 2 - 40
OG Tempe, AZ 703 1,131 75 746 353 703 1,877 428 3,008 1,842 1995 5/15/1995 2 - 40
OG Waldorf, MD 779 1,152 81 1,258 357 779 2,410 438 3,627 2,196 1995 5/22/1995 2 - 42
OG Heath, OH 599 1,353 65 971 331 599 2,324 396 3,319 1,975 1995 5/22/1995 2 - 46
OG Waterloo, IA 466 891 79 873 331 466 1,764 410 2,640 1,560 1995 5/22/1995 2 - 42
OG Peoria, AZ 551 1,294 81 623 242 551 1,917 323 2,791 1,717 1995 5/22/1995 2 - 38
OG Spring, TX 780 1,329 80 1,289 327 780 2,618 407 3,805 2,206 1995 9/11/1995 2 - 40
OG Midland, TX 400 1,340 88 566 314 400 1,906 402 2,708 1,721 1995 10/16/1995 2 - 40
OG Colonie, NY 966 1,862 57 984 273 966 2,846 330 4,142 2,236 1995 11/27/1995 2 - 42
OG Fort Smith, AR 527 893 113 427 187 527 1,320 300 2,147 1,187 1996 2/19/1996 2 - 38
OG Jackson, MS 641 1,195 110 846 268 641 2,041 378 3,060 1,798 1996 3/25/1996 2 - 42
OG Lancaster, OH 372 846 115 603 284 372 1,449 399 2,220 1,355 1996 5/6/1996 2 - 40
OG Lima, OH 471 930 67 387 282 471 1,317 349 2,137 1,252 1996 5/20/1996 2 - 38
OG Dubuque, IA 518 1,103 76 391 221 518 1,494 297 2,309 1,160 1996 5/20/1996 2 - 38
OG Zanesville, OH 707 1,065 25 673 323 707 1,738 348 2,793 1,480 1996 8/5/1996 2 - 40
OG Williamsburg, VA 673 1,268 31 743 202 673 2,011 233 2,917 1,600 1996 8/19/1996 2 - 40
OG Frederick, MD 638 1,276 79 787 344 638 2,063 423 3,124 1,734 1996 10/21/1996 2 - 40
OG Hyannis, MA 664 2,097 90 665 175 664 2,762 265 3,691 2,241 1997 11/17/1997 2 - 35
OG Westminster, MD 595 1,741 124 452 204 595 2,193 328 3,116 1,704 1998 4/20/1998 2 - 38
OG Wyomissing, PA 963 1,926 109 498 206 963 2,424 315 3,702 1,941 1998 5/11/1998 2 - 38
OG Eugene, OR 761 1,486 91 356 200 761 1,842 291 2,894 1,582 1998 5/11/1998 2 - 38
OG Savannah, GA 952 1,781 189 660 147 952 2,441 336 3,729 1,847 2000 4/10/2000 2 - 35
OG Douglasville, GA 1,189 1,978 144 406 248 1,189 2,384 392 3,965 1,907 2000 5/1/2000 2 - 35
OG Mentor, OH 1,955 138 1,474 288 241 1,474 2,243 379 4,096 1,791 2000 5/22/2000 2 - 35
OG Buford, GA 1,493 1,688 179 542 203 1,493 2,230 382 4,105 1,741 2000 5/22/2000 2 - 35
OG Maple Grove, MN 807 1,924 176 227 124 807 2,151 300 3,258 1,630 2000 5/22/2000 2 - 35

F-54


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Coeur D’Alene, ID 681 1,661 131 278 305 681 1,939 436 3,056 1,522 2001 1/29/2001 2 - 36
OG Olathe, KS 796 2,121 109 489 256 796 2,610 365 3,771 1,925 2001 3/12/2001 2 - 36
OG Kennewick, WA 763 1,980 149 259 158 763 2,239 307 3,309 1,672 2001 5/14/2001 2 - 36
OG Frisco, TX 1,029 2,038 139 279 218 1,029 2,317 357 3,703 1,820 2001 6/25/2001 2 - 36
OG Bolingbrook, IL 1,006 2,424 147 253 129 1,006 2,677 276 3,959 1,914 2001 7/23/2001 2 - 36
OG Muskegon, MI 691 1,704 168 108 41 691 1,812 209 2,712 1,310 2001 10/8/2001 2 - 36
OG Memphis, TN 1,142 1,790 100 246 171 1,142 2,036 271 3,449 1,466 2001 10/8/2001 2 - 36
OG Round Rock, TX 953 2,090 149 335 153 953 2,425 302 3,680 1,640 2002 3/25/2002 2 - 37
OG Killeen, TX 806 1,705 187 322 118 806 2,027 305 3,138 1,551 2002 8/5/2002 2 - 37
OG Austin, TX 1,239 2,295 154 168 96 1,239 2,463 250 3,952 1,702 2002 9/3/2002 2 - 37
OG Omaha, NE 1,202 1,778 120 217 147 1,202 1,995 267 3,464 1,418 2002 10/7/2002 2 - 37
OG Bloomington, IN 947 1,747 150 419 94 947 2,166 244 3,357 1,479 2002 11/18/2002 2 - 37
OG Lithonia, GA 1,403 1,872 174 306 122 1,403 2,178 296 3,877 1,496 2002 11/18/2002 2 - 37
OG Fayetteville, AR 849 1,845 160 138 79 849 1,983 239 3,071 1,388 2002 12/11/2002 2 - 37
OG Rochester, MN 829 1,889 192 146 140 829 2,035 332 3,196 1,466 2002 12/16/2002 2 - 37
OG Los Angeles, CA 1,701 2,558 202 170 70 1,701 2,728 272 4,701 1,794 2003 3/24/2003 2 - 38
OG Dayton, OH 677 1,675 172 210 72 677 1,885 244 2,806 1,288 2003 5/1/2003 2 - 38
OG Newport News, VA 796 1,989 172 88 63 796 2,077 235 3,108 1,413 2003 5/5/2003 2 - 38
OG Albuquerque, NM 771 1,716 179 131 104 771 1,847 283 2,901 1,280 2003 5/19/2003 2 - 38
OG Denton, TX 869 1,946 177 182 94 869 2,128 271 3,268 1,512 2003 6/9/2003 2 - 38
OG Duluth, MN 886 2,043 173 123 58 886 2,166 231 3,283 1,429 2003 11/10/2003 2 - 38
OG Fort Gratiot, MI 604 2,246 186 132 57 604 2,378 243 3,225 1,535 2003 11/17/2003 2 - 38
OG Lynchburg, VA 771 2,304 125 103 54 771 2,407 179 3,357 1,466 2004 2/16/2004 2 - 39
OG Visalia, CA 1,151 1,830 151 133 46 1,151 1,963 197 3,311 1,221 2004 3/15/2004 2 - 39
OG Anderson, SC 903 1,841 133 226 181 111 1,129 2,022 244 3,395 1,368 2004 3/29/2004 2 - 39
OG Lake Charles, LA 806 2,070 161 174 87 806 2,244 248 3,298 1,495 2004 4/5/2004 2 - 39
OG Tucson, AZ 1,019 2,073 104 121 135 1,019 2,194 239 3,452 1,371 2004 9/20/2004 2 - 39
OG College Station, TX 581 2,236 173 42 44 581 2,278 217 3,076 1,454 2005 1/24/2005 2 - 40
OG Tupelo, MS 823 2,102 193 127 82 823 2,229 275 3,327 1,445 2005 1/31/2005 2 - 40
OG Jackson, TN 874 1,964 151 175 36 874 2,139 187 3,200 1,310 2005 2/7/2005 2 - 40
OG Houma, LA 736 2,190 150 185 148 736 2,375 298 3,409 1,516 2005 2/14/2005 2 - 40
OG Oklahoma City, OK 925 2,053 158 128 43 925 2,181 201 3,307 1,369 2005 3/14/2005 2 - 40
OG Columbia, SC 1,119 2,175 161 110 85 1,119 2,285 246 3,650 1,411 2005 4/5/2005 2 - 40
OG Newnan, GA 829 2,239 157 152 55 829 2,391 212 3,432 1,429 2005 5/23/2005 2 - 40

F-55


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Owensboro, KY 762 2,134 173 70 57 762 2,204 230 3,196 1,435 2005 5/23/2005 2 - 40
OG San Antonio, TX 932 2,582 191 190 103 932 2,772 294 3,998 1,655 2005 6/27/2005 2 - 40
OG Mesa, AZ 598 1,844 132 110 129 598 1,954 261 2,813 1,229 2005 10/3/2005 2 - 40
OG Garland, TX 903 2,271 156 115 94 903 2,386 250 3,539 1,486 2005 10/31/2005 2 - 40
OG Southaven, MS 1,048 2,209 158 117 50 1,048 2,326 208 3,582 1,347 2005 11/21/2005 2 - 40
OG Yuma, AZ 842 2,037 160 62 87 842 2,099 247 3,188 1,245 2005 12/5/2005 2 - 40
OG Oakdale, MN 956 2,355 185 30 35 956 2,385 220 3,561 1,408 2005 12/5/2005 2 - 40
OG Tarentum, PA 1,119 2,482 148 179 47 1,119 2,661 195 3,975 1,455 2006 2/20/2006 2 - 41
OG Texarkana, TX 871 2,279 151 90 87 871 2,369 238 3,478 1,414 2006 3/27/2006 2 - 41
OG Florence, SC 1,817 169 1,503 119 84 1,503 1,936 253 3,692 1,191 2006 8/21/2006 2 - 41
OG Dothan, AL 850 2,242 131 62 92 850 2,304 223 3,377 1,301 2006 8/28/2006 2 - 41
OG San Angelo, TX 360 2,020 157 74 104 360 2,094 261 2,715 1,277 2006 9/11/2006 2 - 41
OG New Braunfels, TX 1,049 2,162 147 32 83 1,049 2,194 230 3,473 1,244 2006 9/25/2006 2 - 41
OG Grove City, OH 1,200 2,271 140 63 55 1,200 2,334 195 3,729 1,299 2006 9/25/2006 2 - 41
OG Hot Springs, AR 797 2,415 186 84 73 797 2,499 259 3,555 1,361 2006 10/23/2006 2 - 41
OG West Wichita, KS 1,227 1,801 154 84 86 1,227 1,885 240 3,352 1,056 2006 11/6/2006 2 - 41
OG Opelika, AL 878 2,255 154 54 43 878 2,309 197 3,384 1,273 2006 11/13/2006 2 - 41
OG Sioux City, IA 1,304 2,114 137 89 99 1,304 2,203 236 3,743 1,247 2006 12/11/2006 2 - 41
OG Victoria, TX 782 2,327 240 39 30 782 2,366 270 3,418 1,388 2007 1/15/2007 2 - 42
OG Pueblo, CO 770 2,330 212 51 76 770 2,381 288 3,439 1,385 2007 2/5/2007 2 - 42
OG Phoenix, AZ 753 2,153 246 97 72 753 2,250 318 3,321 1,336 2007 4/23/2007 2 - 42
OG Detroit, MI 1,400 2,956 234 81 87 1,400 3,037 321 4,758 1,555 2007 5/21/2007 2 - 42
OG Mount Juliet, TN 873 2,294 212 76 47 873 2,370 259 3,502 1,312 2007 10/22/2007 2 - 42
OG Jacksonville, NC 1,174 2,287 239 32 81 1,174 2,319 320 3,813 1,338 2007 11/19/2007 2 - 42
OG Columbus, OH 995 2,286 184 61 27 995 2,347 211 3,553 1,216 2007 12/17/2007 2 - 42
OG Triadelphia, WV 970 2,342 225 58 76 970 2,400 301 3,671 1,347 2007 12/17/2007 2 - 42
OG Reynoldsburg, OH 1,208 2,183 242 48 37 1,208 2,231 279 3,718 1,218 2008 4/21/2008 2 - 43
OG Cincinnati, OH 1,072 2,170 236 57 43 1,072 2,227 279 3,578 1,243 2008 4/28/2008 2 - 43
OG Florence, KY 1,007 2,099 155 52 88 1,007 2,151 243 3,401 1,191 2008 8/4/2008 2 - 43
OG Bismarck, ND 1,156 2,319 263 31 38 1,156 2,350 301 3,807 1,257 2008 11/24/2008 2 - 43
OG Spring Hill, TN 1,295 2,269 228 29 45 1,295 2,298 273 3,866 1,143 2009 2/16/2009 2 - 44
OG San Antonio, TX 1,359 2,492 230 23 33 1,359 2,515 263 4,137 1,189 2009 3/30/2009 2 - 44
OG Broken Arrow, OK 1,461 2,261 231 73 57 1,461 2,334 288 4,083 1,138 2009 5/25/2009 2 - 44
OG Michigan City, IN 762 2,646 238 17 39 762 2,663 277 3,702 1,261 2009 7/13/2009 2 - 44

F-56


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OG Bossier City, LA 1,006 2,405 264 51 32 1,006 2,456 296 3,758 1,167 2009 7/27/2009 2 - 44
OG Richmond, KY 1,054 1,974 236 14 32 1,054 1,988 268 3,310 990 2009 9/14/2009 2 - 44
OG Jacksonville, FL 1,006 2,001 263 21 30 1,006 2,022 293 3,321 1,010 2009 10/5/2009 2 - 44
OG Manhattan, KS 791 2,253 237 33 69 791 2,286 306 3,383 1,082 2010 4/26/2010 2 - 45
OG Kingsport, TN 1,071 1,840 282 11 22 1,071 1,851 304 3,226 872 2010 5/3/2010 2 - 45
OG Las Cruces, NM 839 2,201 297 15 34 839 2,216 331 3,386 1,040 2010 5/10/2010 2 - 45
OG Morehead City, NC 853 1,864 315 62 23 853 1,926 338 3,117 950 2010 7/19/2010 2 - 45
OG Pleasant Prairie, WI 1,101 2,134 303 36 1,101 2,170 303 3,574 977 2010 9/27/2010 2 - 45
OG Wilson, NC 528 1,948 268 24 29 528 1,972 297 2,797 929 2010 10/11/2010 2 - 45
OG Council Bluffs, IA 955 2,051 254 4 32 955 2,055 286 3,296 923 2010 10/25/2010 2 - 45
OG Louisville, KY 2,072 266 904 12 38 904 2,084 304 3,292 985 2010 11/1/2010 2 - 45
OG Ankeny, IA 704 2,218 248 9 17 704 2,227 265 3,196 934 2011 1/10/2011 2 - 46
OG Queen Creek, AZ 875 2,377 307 30 (1) 875 2,407 306 3,588 938 2011 1/10/2011 2 - 46
OG Gainesville, GA 985 1,915 274 5 985 1,915 279 3,179 802 2011 6/20/2011 2 - 46
OG Niagara Falls, NY 1,057 2,187 327 38 15 1,057 2,225 342 3,624 927 2011 9/19/2011 2 - 46
OG Cleveland, TN 962 1,941 324 14 6 962 1,955 330 3,247 839 2011 11/28/2011 2 - 46
OG Chicago, IL 942 2,626 337 (484) 942 2,142 337 3,421 933 2012 3/26/2012 2 - 47
OG Katy, TX 1,602 2,170 285 5 1,602 2,170 290 4,062 825 2012 4/9/2012 2 - 47
OG Beckley, WV 1,013 2,105 314 25 1 1,013 2,130 315 3,458 754 2012 10/1/2012 2 - 47
OG Columbus, OH 954 2,236 324 4 954 2,240 324 3,518 714 2013 3/18/2013 2 - 48
OG Oklahoma City, OK 1,204 2,370 403 (221) 1,204 2,149 403 3,756 761 2013 4/29/2013 2 - 48
OG Utica, NY 908 2,728 362 (470) 908 2,258 362 3,528 745 2013 8/12/2013 2 - 48
OG Bloomingdale, IL 1,601 1,601 1,601 1986 1/12/2018
OG El Paso, TX 1,833 1,833 1,833 1990 6/29/2018
OG Manchester, CT 1,669 1,669 1,669 1993 7/27/2018
OG Tracy, CA 1,313 1,313 1,313 2003 11/20/2018
OG Grand Junction, CO 1,480 1,480 1,480 2002 1/18/2019
OG Logan, UT 1,505 1,505 1,505 2003 5/1/2019
OG Watertown, NY 1,722 1,722 1,722 2010 12/6/2019
OG Coralville, IA 1,811 1,811 1,811 2001 12/26/2019

F-57


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
OS Grand Junction, CO 947 947 947 1999 1/18/2019
OS Sante Fe, NM 1,074 2,914 1,074 2,914 3,988 53 2018 1/23/2019 14 - 54
OS Mentor, OH 1,576 1,576 1,576 2018 9/27/2019
OS Camp Hill, PA 1,288 1,288 1,288 2020 12/30/2019
OSG/SS/JJ San Antonio, TX 6,941 4,049 6,941 4,049 10,990 1970 12/24/2019 14 - 54
PB Beavercreek, OH 851 851 851 2000 6/29/2018
PB Carpentersville, IL 326 514 326 514 840 28 1992 11/20/2018 5 - 30
PB Carbondale, IL 534 1,633 534 1,633 2,167 31 2004 5/31/2019 10 - 40
PE Cedar Rapids, IA 1,252 1,252 1,252 2016 1/12/2018
PH Joliet, IL 173 890 173 890 1,063 75 1970 7/18/2016 5 - 45
PH Morris, IL 248 533 248 533 781 72 1972 7/18/2016 5 - 40
PH Yorkville, IL 200 581 200 581 781 72 1976 7/18/2016 5 - 40
PH Lowell, IN 258 611 258 611 869 80 1978 7/18/2016 5 - 40
PH Schereville, IN 243 942 243 942 1,185 100 1975 7/18/2016 5 - 40
PH Portage, IN 330 1,016 330 1,016 1,346 117 2002 7/18/2016 5 - 40
PLK Kingsport, TN 496 1,221 496 1,221 1,717 51 2013 4/30/2018 11 - 51
PLK Morristown, TN 552 1,167 552 1,167 1,719 53 2014 6/15/2018 11 - 51
PLK/USC/GC Moline, IL 1,298 1,396 1,298 1,396 2,694 3 2017 12/10/2019 14 - 54
PNCB Beavercreek, OH 1,537 1,537 1,537 1994 10/18/2019
PNCB Muskegon, MI 1,373 1,373 1,373 1970 12/5/2019
PTO Ft. Wayne, IN 3,829 3,829 3,829 2019 12/24/2019
RDI Greenwood, IN 653 653 653 1989 10/31/2018
RL Canton, GA 761 2,323 761 2,323 3,084 130 1999 11/2/2017 10 - 50
RL Grandville, MI 1,119 2,462 1,119 2,462 3,581 154 2001 11/2/2017 10 - 50
RL Cincinnati, OH 1,394 2,348 1,394 2,348 3,742 151 1975 11/2/2017 10 - 45
RL Toledo, OH 1,355 2,514 1,355 2,514 3,869 159 1974 11/2/2017 10 - 45
RL Erie, PA 978 2,948 978 2,948 3,926 180 1987 11/2/2017 10 - 45
RL Cedar Rapids, IA 654 654 654 1997 1/12/2018
RL Uniontown, PA 1,682 1,682 1,682 1992 5/29/2018
RL Louisville, KY 1,188 2,087 1,188 2,087 3,275 67 1991 12/17/2018 5 - 40
RL Grand Forks, ND 1,357 2,435 1,357 2,435 3,792 74 1992 12/17/2018 10 - 45
RL Talleyville, DE 1,222 3,402 1,222 3,402 4,624 94 1991 12/17/2018 10 - 45
RL Southaven, MS 1,967 2,521 1,967 2,521 4,488 75 2005 12/17/2018 10 - 50

F-58


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Construction Date Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
RL St. Cloud, MN 1,490 3,665 1,490 3,665 5,155 95 1990 12/17/2018 10 - 45
RL Columbus, IN 1,220 1,575 1,220 1,575 2,795 55 1991 12/17/2018 5 -40
RL Grand Junction, CO 751 751 751 1993 1/18/2019
RL Louisville, KY 764 1,420 764 1,420 2,184 37 1991 6/6/2019 10 - 30
RL Grand Forks, ND 1,970 2,203 1,970 2,203 4,174 57 1992 6/6/2019 10 - 30
RL Talleyville, DE 1,337 1,418 1,337 1,418 2,755 41 1991 6/6/2019 10 - 30
RL Southaven, MS 936 2,119 936 2,119 3,055 34 2005 6/6/2019 5 - 40
RL St. Cloud, MN 1,813 2,675 1,813 2,675 4,488 48 1990 6/6/2019 5 - 45
RL Sioux City, IA 806 806 806 1990 6/28/2019
RL Coralville, IA 2,078 2,078 2,078 2001 12/26/2019
S52 Naples, FL 2,912 3,619 447 7 37 2,912 3,626 484 7,022 1,448 2011 10/10/2011 2 - 46
S52 Jacksonville, FL 2,216 2,729 416 6 3 2,216 2,735 419 5,370 1,148 2011 10/24/2011 2 - 46
SDI Tracy, CA 979 979 979 2004 11/20/2018
SNS Peru, IL 560 813 560 813 1,373 108 1996 11/9/2016 5 - 40
SNS Vero Beach, FL 435 930 435 930 1,365 105 1998 11/9/2016 10 - 40
SNS Indianapolis, IN 571 1,050 571 1,050 1,621 105 1989 1/12/2017 10 -40
SNS Carmel, IN 887 887 887 1992 12/30/2019
STB Beavercreek, OH 582 710 582 710 1,292 50 2014 1/12/2018 11 - 51
STB Orland Park (Chicago), IL 954 847 954 847 1,801 55 1993 6/29/2018 5 - 30
STB Hagerstown, MD 755 1,620 755 1,620 2,375 55 2014 10/11/2018 11 - 51
STB Decatur, AL 473 627 473 627 1,100 18 2007 10/30/2018 25 - 45
STB/VZW/ATI Huntington, IN 1,927 1,158 1,927 1,158 3,085 2 2019 11/28/2019 14 - 54
TB Newburgh, IN 139 1,069 139 1,069 1,208 80 1994 11/15/2016 14 - 53
TB Anniston, AL 200 611 200 611 811 57 2000 1/12/2017 8 - 48
TB Columbia, SC 1,161 1,086 1,161 1,086 2,247 110 2009 1/13/2017 12 - 50
TB Gas City, IN 503 951 503 951 1,454 83 1999 7/26/2017 5 - 40
TB Logansport, IN 447 1,261 447 1,261 1,708 82 1990 7/26/2017 10 - 50
TB Manchester, CT 1,393 1,393 1,393 2013 7/27/2018
TB Greenwood, IN 540 540 540 2007 10/31/2018
TB Grand Junction, CO 886 886 886 1996 1/18/2019
TB Clovis. NM 307 307 307 1995 11/21/2019
TB Southaven, MS 935 935 935 2006 12/20/2019
TR Fort Gratiot, MI 1,248 1,248 1,248 2007 11/20/2018

F-59


FOUR CORNERS PROPERTY TRUST, INC.<br><br>SCHEDULE III<br><br>SCHEDULE OF REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION<br><br>DECEMBER 31, 2019<br><br>(Dollars in thousands)
Initial Cost to Company Cost Capitalized Since Acquisition Gross Carrying Value (2) Accumulated Depreciation Acquisition Date Life on which Depreciation in latest Statement of Income is Computed
Restaurant Property (1) Location Land Buildings and Improvements Equipment Land Building and Improvements Equipment Land Building and Improvements Equipment Total
TR Sierra Vista, AZ 1,305 1,305 1,305 11/20/2018
TR Logan, UT 1,272 1,272 1,272 5/1/2019
TR La Crosse, WI 1,352 1,352 1,352 7/25/2019
TR Florence, SC 1,860 1,860 1,860 12/30/2019
WC Carmel, IN 625 625 625 12/30/2019
WEN Odessa, TX 822 1,327 822 1,327 2,149 147 8/2/2016 10 - 45
WEN Wheat Ridge, CO 453 467 453 467 920 69 11/9/2016 5 - 40
WEN Warren, MI 323 946 323 946 1,269 98 11/9/2016 10 - 40
WEN Grand Junction, CO 1,113 1,113 1,113 1/18/2019
WEN Clayton, OH 814 1,097 814 1,097 1,911 23 6/26/2019 5 - 40
WEN Warwick, RI 1,343 1,343 1,343 12/24/2019
WFG San Antonio, TX 8 2,790 2,069 69 2,790 2,069 77 4,936 523 11/14/2011 2 - 43
ZAX Snellville, GA 859 1,168 859 1,168 2,027 110 11/9/2016 10 - 45
$665,130 $897,588 $48,022 $25,444 $244,687 $86,862 $690,575 $1,142,275 $134,884 $1,967,734 635,630

All values are in US Dollars.

(1) ADB refers to the Androscoggin Bank® properties.

APB refers to the Applebee's® properties.

ARB refers to the Arby’s® properties.

ATI refers to the ATI Physical Therapy® properties.

BB refers to the Bahama Breeze® properties.

BE refers to the Bob Evans® properties.

BJS refers to the BJ's Restaurants and Brewhouse® properties.

BK refers to the Burger King® properties.

BWW refers to the Buffalo Wild Wings® properties.

CB refers to the Citibank® properties.

CFA refers to the Chick-fil-A® properties.

CGR refers to the Chili's Grill & Bar® properties.

CJ refers to the Carl's Jr.® properties.

F-60


CRB refers to the Carrabba's Italian Grill® properties.

CSK refers to the Cheddar's Scratch Kitchen® properties.

DEN refers to the Denny’s® properties.

DQ refers to the Dairy Queen® properties.

DT/MP refers to the Del Taco® and MOD Pizza® properties.

FAZ refers to the Fazoli’s® properties.

GC refers to the Great Clips® properties.

HAR refers to the Hardee’s® properties.

HIE refers to the Holiday Inn Express® properties.

IHOP refers to the IHOP® properties.

JJ refers to the Jared® properties.

KFC refers to the KFC® properties.

KK refers to the Krystal® properties.

KRYS refers to the Krispy Kreme® properties.

LH refers to the LongHorn Steakhouse® properties.

MCA refers to the McAlister’s Deli® properties.

MCD refers to the the McDonald's® properties.

MVS refers to the the Mavis Discount Tires® properties.

OG refers to the Olive Garden® properties.

OS refers to the Outback Steakhouse® properties.

OSG refers to the Orvis® properties.

PB refers to the Panera Bread® properties.

PE refers to the Panda Express® properties.

PH refers to the the Pizza Hut® properties.

PLK refers to the Popeyes Louisiana Kitchen® properties.

PNCB refers to the PNC Bank® properties.

PTO refers to the Portillo's® properties.

F-61


RDI refers to the Rally's Drive-in® properties.

RL refers to the Red Lobster® properties.

RT refers to the Ruby Teusday® properties.

S52 refers to the Seasons 52® properties.

SDI refers to the Sonic Drive-In® properties.

SS refers to the Steak N’ Shake® properties.

SNS refers to the Shake Shack® properties.

STB refers to the Starbucks® properties.

TB refers to the Taco Bell® properties.

TR refers to the Texas Roadhouse® properties.

USC refers to the U.S. Cellular® properties.

VZW refers to the Verizon Wireless® properties.

WC refers to the White Castle® properties.

WEN refers to the Wendy’s® properties.

WFG refers to the Wildfish Seafood Grille® properties.

ZAX refers to the Zaxby’s® properties.

F-62


SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

(Dollars in thousands)

December 31, 2019 December 31, 2018
Carrying Costs
Balance - beginning of period $ 1,805,281 $ 1,564,955
Additions placed in service 164,499 253,035
Dispositions (2,046 ) (12,709 )
Balance - end of year $ 1,967,734 $ 1,805,281
Accumulated Depreciation
Balance - beginning of year $ (614,584 ) $ (598,846 )
Depreciation expense (23,092 ) (21,256 )
Dispositions 2,046 5,518
Balance - end of year $ (635,630 ) $ (614,584 )

F-63


INDEX TO EXHIBITS

Exhibit Number Description
3.1 Articles of Amendment and Restatement of Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 27, 2015).
3.2 Amended and Restated Bylaws of Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 27, 2015).
4.1 Specimen Stock Certificate of Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 4.1 to the Company Registration Statement on Form 10/A filed on October 5, 2015).
4.2* Description of Securities Registered Pursuant to Section 12 of the Exchange Act
10.1 Amended and Restated Agreement of Limited Partnership of Four Corners Operating Partnership, L.P., dated November 7, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2016).
10.2 Employment Agreement dated as of November 27, 2018, by and between Four Corners Property Trust, Inc. and William Lenehan (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 28, 2018).
10.3 Employment Agreement dated as of November 27, 2018, by and between Four Corners Property Trust, Inc. and Gerald Morgan (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 28, 2018).
10.4 Employment Agreement dated as of November 27, 2018, by and between Four Corners Property Trust, Inc. and James Brat (incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 28, 2018).
10.5 Tax Matters Agreement, dated as of November 9, 2015, by and between Darden Restaurants, Inc. and Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2015).
10.6 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 2, 2017, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017).
10.7 Amendment No. 1 to Amended and Restated Revolving Credit and Term Loan, dated as of January 30, 2018, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.8 Amendment No. 2 to Amended and Restated Revolving Credit and Term Loan Agreement, dated December 13, 2018, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2018).
10.9 Amendment No. 3 to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 22, 2019, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2019).
10.10 Amended and Restated Parent Guaranty, dated October 2, 2017, by Four Corners Property Trust, Inc. and Four Corners GP, LLC, for the benefit of JP Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 2, 2017).
10.11 Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan† (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 10, 2015).

E-1


10.12 Amendment No. 1 to the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan† (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 24, 2015).
10.13 Form of Lease (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10/A filed on October 5, 2015).
10.14 Form of Guaranty by Darden Restaurants, Inc. in respect of certain Leases (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10/A filed on October 5, 2015).
10.15 Form of Franchise Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10/A filed on October 5, 2015).
10.16 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.17 Form of FY 2015 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 24, 2015).
10.18 Amendment to Form of FY 2015 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
10.19 Form of Performance-based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2016).
10.20 Amendment to Form of Performance-based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
10.21 Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 9, 2016).
10.22 Amendment to Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
10.23 Note Purchase Agreement, dated April 19, 2017, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc. and the purchasers party thereto (incorporated be reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2017).
10.24* Form of FY 2020 Performance Restricted Stock Unit Award Agreement
10.25* Form of FY 2020 Restricted Stock Unit Award Agreement
10.26* Second Amendment to Form of Restricted Stock Award Agreement
10.27* Second Amendment to Form of Restricted Stock Unit Award Agreement
21.1* List of Subsidiaries of Four Corners Property Trust, Inc.
23.1* Consent of Independent Accountants
31 (a)* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31 (b)* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 (a)* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32 (b)* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Form of Lease (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document

E-2


101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

† Denotes a management contract or compensatory plan, contract or arrangement.

E-3


SIGNATURE

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.

FOUR CORNERS PROPERTY TRUST, INC.
Dated: February 26, 2020 By: /s/ William H. Lenehan
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date
/S/ WILLIAM H. LENEHAN<br><br>William H. Lenehan Director and Chief Executive Officer<br><br>(Principal Executive Officer) February 26, 2020
/S/ GERALD R. MORGAN<br><br>Gerald R. Morgan Chief Financial Officer<br><br>(Principal Financial Officer) February 26, 2020
/S/ NICCOLE M. STEWART<br>Niccole M. Stewart Chief Accounting Officer<br>(Principal Accounting Officer) February 26, 2020
/S/ JOHN S. MOODY<br><br>John S. Moody Director and Chairman of the<br><br>Board of Directors February 26, 2020
/S/ DOUGLAS B. HANSEN<br><br>Douglas B. Hansen Director February 26, 2020
/S/ ERIC HIRSCHHORN <br>Eric Hirschhorn Director February 26, 2020
/S/ CHARLES L. JEMLEY <br>Charles L. Jemley Director February 26, 2020
/S/ MARRAN H. OGILVIE<br><br>Marran H. Ogilvie Director February 26, 2020
/S/ PAUL E. SZUREK<br><br>Paul E. Szurek Director February 26, 2020

E-4

fcptexhibit42toform10kde

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the securities of Four Corners Property Trust, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our stock does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable provisions of Maryland General Corporation Law (“MGCL”), and the full text of our charter and bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K. As used in this “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,” references to the “Company,” “we,” “our” or “us” refer solely to Four Corners Property Trust, Inc. and not to any of its subsidiaries, unless otherwise expressly stated or the context otherwise requires. General Our charter (“our charter”) provides that we may issue up to 500,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 25,000,000 shares of preferred stock, par value $0.0001 per share (“preferred stock”). Our charter authorizes our board of directors, without any action by our stockholders, to amend our charter from time to time to increase or decrease the 525,000,000 aggregate number of authorized shares of common stock or preferred stock or the number of shares of stock of any class or series that we have authority to issue. As of December 31, 2019, 70,020,660 shares of common stock and no shares of preferred stock were outstanding. Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders. Description of Common Stock Voting Rights Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our common stock and except as may otherwise be specified in the terms of any class or series of common stock, each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of capital stock, the holders of shares of common stock vote together as a single class and possess exclusive voting power. Nominees for director in an election in which the number of nominees is equal to the number of open board seats are elected by a majority of the votes cast. If the number of nominees in an election exceeds the number of open board seats, directors are elected by a plurality vote, as provided in our bylaws. A majority of the votes cast by stockholders is sufficient to approve any other matter, unless a different vote is required by our bylaws, rule, regulation or statute, or by our charter. Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by a majority of its board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides that these actions may be taken if declared advisable by a majority of our board of directors and approved by the vote of stockholders holding at least a majority of the votes entitled to be cast on the matter. However, Maryland law permits a corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation. In addition, because operating assets may be held by a corporation’s subsidiaries, as in our situation, these subsidiaries may be able to transfer all or substantially all of such assets without a vote of our stockholders.


Dividends, Distributions, Liquidation and Other Rights Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, holders of shares of common stock are entitled to receive dividends on such shares of common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Such holders also are entitled to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all of our debts and liabilities and any shares with preferential rights thereto. Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of our company and generally have no appraisal rights. Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, shares of common stock have equal dividend, liquidation and other rights. Restrictions on Ownership and Transfer Holders of common stock will be subject to the ownership and transfer restrictions set forth in our charter. See “Restrictions on Ownership and Transfer” below. Certain Provisions of Maryland Law and Our Charter and Bylaws For a description of certain provisions of Maryland law and our charter and bylaws that may affect the rights and restrictions related to our common stock, see “Certain Provisions of Maryland Law and Our Charter and Bylaws” below. Exchange Listing Our common stock is listed on the NYSE under the symbol “FCPT.” Transfer Agent and Registrar The transfer agent and registrar for our shares of common stock is Wells Fargo Bank, N.A. Description of Preferred Stock As of December 31, 2019 and the date hereof, we have no outstanding shares of preferred stock. Subject to the limitations prescribed by Maryland law and our charter and bylaws, our charter authorizes our board of directors to classify or reclassify and issue one or more classes or series of preferred stock without stockholder approval. Our board of directors may determine the relative preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to our common stock. The issuance of preferred stock could have the effect of delaying, deterring or preventing a transaction or a change in control that might involve a premium price for holders of our securities or otherwise might be in their best interest. The preferred stock will, when issued in exchange for the consideration therefor, be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights. Holders of preferred stock will be subject to the ownership and transfer restrictions set forth in our charter. See “Restrictions on Ownership and Transfer” below. For a description of certain provisions of Maryland law and our charter and bylaws that may affect the rights and restrictions related to our preferred stock, see “Certain Provisions of Maryland Law and Our Charter and Bylaws” below. Power to Reclassify Our Unissued Shares of Stock


Our charter authorizes our board of directors to classify and reclassify any unissued shares of common or preferred stock into other classes or series of shares of stock and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over the shares of common stock with respect to dividends, distributions and rights upon liquidation, and our board of directors could authorize the issuance of shares of common stock or preferred stock with terms and conditions that could have the effect of delaying, deterring or preventing a transaction or a change in control that might involve a premium price for holders of shares of our common stock or otherwise might be in their best interest. As of December 31, 2019, no shares of preferred stock are outstanding, and we do not have present plans to issue any shares of preferred stock. Power to Increase or Decrease Authorized Shares of Stock and Issue Additional Shares of Common and Preferred Stock We believe that the power of our board of directors, without prior stockholder approval (subject to certain exceptions), to amend our charter to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common stock or preferred stock and to classify or reclassify unissued shares of common stock or preferred stock and thereafter to cause us to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of our securities or otherwise be in the best interest of our stockholders. Restrictions on Ownership and Transfer In order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding stock (after taking into account any options to acquire shares) may be owned, directly or indirectly, or through attribution, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. Our charter contains restrictions on the ownership and transfer of our stock that are intended to, among other purposes, assist us in complying with these requirements. Our charter provides that, subject to the exceptions described below, no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% in value of the aggregate of our outstanding stock, referred to as the “Aggregate Stock Ownership Limit,” or more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of our outstanding common stock, referred to as the “Common Stock Ownership Limit.” The Aggregate Stock Ownership Limit and the Common Stock Ownership Limit are referred to collectively as the “Ownership Limits.” The charter further provides that (a) no person may beneficially or constructively own shares that would result in the Company’s being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT (including, but not limited to, (i) beneficial or constructive ownership that would result in us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by us (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code), or (ii) as a result of any “eligible independent contractor” that operates a “qualified health care property” or a “qualified lodging facility”, as such terms are defined in the Code, on behalf of a taxable REIT subsidiary failing to qualify as such), (b) no person may beneficially or constructively own shares to the extent that such ownership could result in us failing to qualify as a “domestically controlled qualified investment entity” within the meaning of the Code, and (c) any transfer of shares that, if effective, would result in stock being beneficially owned by fewer than 100 persons will be void ab initio. Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares that resulted in a transfer of shares to the charitable trust (as described below), is required to give notice immediately to us or, in the case of a proposed or attempted transaction, provide us at least


15 days prior notice, and provide us with such other information as we may request in order to determine the effect of such transfer, if any, on our status as a REIT. The board of directors, in its sole discretion, may exempt a proposed transferee from the Ownership Limits, which transferee is referred to in this “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,” as an “Excepted Holder.” However, the board of directors may not grant such an exemption to any person if such exemption would result in Four Corners Property Trust, Inc. being “closely held” within the meaning of Section 856(h) of the Code or otherwise would result in us failing to qualify as a REIT. Also, in order to be considered by the board of directors as an Excepted Holder, a person must not own, directly or indirectly, an interest in one of our tenants (or a tenant of any entity owned or controlled by us) that would cause us to own, directly or indirectly, more than a 9.9% interest in such a tenant (other than a TRS). This restriction is designed to ensure that rents from a tenant will qualify as “rents from real property” in satisfying the gross income tests applicable to REITs under the Code. The person seeking an exemption must represent to the satisfaction of the board of directors that it will not violate the two foregoing restrictions. The person also must agree that any violation or attempted violation of any of the foregoing restrictions will result in the automatic transfer of the shares causing such violation to the charitable trust. The board of directors may require a ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel, in either case in form and substance satisfactory to the board of directors, in its sole discretion, in order to determine or ensure our status as a REIT. The board of directors may impose such conditions or restrictions as it deems appropriate in connection with granting such an exemption. In connection with granting a waiver of the Ownership Limits or creating an excepted holder limit or at any other time, the board of directors may from time to time increase or decrease the Ownership Limits, unless, after giving effect to such decrease or increase, we would be “closely held” under Section 856(h) of the Code or otherwise fail to qualify as a REIT. A reduced ownership limit will not apply to any person or entity whose percentage ownership of our common stock or our shares of all classes and series of stock, as applicable, is, at the effective time of such reduction, in excess of such decreased ownership limit until such time as such person’s or entity’s percentage ownership of our common stock or our shares of all classes and series of stock, as applicable, equals or falls below the decreased ownership limit, but any further acquisition of our common stock or shares of all classes or series of stock, as applicable, will violate the decreased ownership limit. Our charter provides that, if any transfer of shares would result in shares being owned by fewer than 100 persons, such transfer will be null and void and the intended transferee will acquire no rights in such shares. In addition, our charter provides that, if any transfer of shares occurs which, if effective, would result in any person beneficially or constructively owning shares in excess or in violation of the other transfer or ownership limitations described above (a “Prohibited Owner”), then that number of shares the beneficial or constructive ownership of which otherwise would cause such person to violate such limitations (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries (the “Charitable Beneficiary”), and the Prohibited Owner will not acquire any rights in such shares. Such automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of such violative transfer. Shares held in the charitable trust will be issued and outstanding shares. Our charter provides that the Prohibited Owner will not benefit economically from ownership of any shares held in the charitable trust, will have no rights to dividends and will not possess any rights to vote or other rights attributable to the shares held in the charitable trust. Our charter provides that the trustee of the charitable trust (the “Charitable Trustee”) will have all voting rights and rights to dividends or other distributions with respect to shares held in the charitable trust, which rights will be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the Charitable Trustee will be paid by the recipient of such dividend or other distribution to the Charitable Trustee upon demand, and any dividend or other distribution authorized but unpaid will be paid when due to the Charitable Trustee. Any dividend or other distribution so paid to the Charitable Trustee will be held in trust for the Charitable Beneficiary. Subject to Maryland law, effective as of the date that such shares have been transferred to the charitable trust, our charter provides that the Charitable Trustee will have the authority (at the Charitable Trustee’s sole discretion) (a) to rescind as void any vote cast by a Prohibited Owner prior to our discovery that such shares have been transferred to the charitable trust and (b) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary. However, our charter provides that if we have already taken irreversible corporate action, then the Charitable Trustee will not have the authority to rescind and recast such vote.


Within 20 days of receiving notice from us that shares have been transferred to the charitable trust, our charter provides that the Charitable Trustee must sell the shares held in the charitable trust to a person, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in the charter. Upon such sale, our charter provides that the interest of the Charitable Beneficiary in the shares sold will terminate and the Charitable Trustee must distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as follows. The Prohibited Owner will receive the lesser of (a) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the charitable trust (e.g., a gift, devise or other such transaction), the Market Price (as defined in our charter) of such shares on the day of the event causing the shares to be held in the charitable trust and (b) the price per share received by the Charitable Trustee from the sale or other disposition of the shares held in the charitable trust. Any net sale proceeds in excess of the amount payable to the Prohibited Owner will be paid immediately to the Charitable Beneficiary. If, prior to our discovery that shares have been transferred to the charitable trust, such shares are sold by a Prohibited Owner, then our charter provides that (a) such shares will be deemed to have been sold on behalf of the charitable trust and (b) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to the aforementioned requirement, such excess will be paid to the Charitable Trustee upon demand. In addition, our charter provides that shares held in the charitable trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (a) the price per share in the transaction that resulted in such transfer to the charitable trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (b) the Market Price on the date that we, or our designee, accepts such offer. We will have the right to accept such offer until the Charitable Trustee has sold the shares held in the charitable trust. Upon such a sale to us, our charter provides that the interest of the Charitable Beneficiary in the shares sold will terminate and the Charitable Trustee will distribute the net proceeds of the sale to the Prohibited Owner. All certificates evidencing our shares will bear a legend referring to the restrictions described above. Instead of a legend, the certificate may state that we will issue a full statement of certain restrictions on ownership and transferability to a stockholder on request and without charge. Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of all classes or series of stock, including common stock, will be required to give written notice to us within 30 days after the end of each taxable year stating the name and address of such owner, the number of shares of each class and series of stock that the owner beneficially owns and a description of the manner in which such shares are held. Each such owner must provide to us such additional information as we may request in order to determine the effect, if any, of such beneficial ownership on our status as a REIT and to ensure compliance with the Ownership Limits. In addition, each stockholder will, upon demand, be required to provide to us such information as we may request, in good faith, in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Ownership Limits. The foregoing restrictions on transferability and ownership will not apply if the board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limitations contained in the charter could delay, defer or prevent a transaction or a change in control of us that might involve a premium price for our common shares or otherwise be in the best interest of our stockholders. Certain Provisions of Maryland Law and Our Charter and Bylaws Our Board of Directors Our charter and bylaws provide that the number of directors of our company may be established by our board of directors, but may not be fewer than the minimum number required under Maryland law nor more than 15 directors. Our charter and bylaws provide that any vacancy that results from an increase in the number of directors may be filled by a majority of the board of directors and any other vacancy may be filled by a majority of the board of directors, even if the remaining directors do not constitute a quorum. Any individual elected to fill such vacancy will serve until the next annual meeting of stockholders and until a successor is duly elected and qualified.


Pursuant to our bylaws, each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies under Maryland law. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Nominees for director in an election in which the number of nominees is equal to the number of open board seats are elected by a majority of the votes cast. If the number of nominees in an election exceeds the number of open board seats, directors are elected by a plurality vote, as provided in our bylaws. Removal of Directors Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed from office at any time, with or without cause by the affirmative vote of the holders of at least a majority of the voting power of our then outstanding capital stock entitled to be cast generally in the election of directors. Business Combinations Our charter provides that the Maryland Business Combination Act will not apply to any business combination between us and any person. This charter provision can be amended only upon the recommendation of our board of directors and with the approval of the holders of at least a majority in voting power of our outstanding stock entitled to vote on such matter. If it were not for this election, under the MGCL, certain “business combinations” between us and any interested stockholder or affiliate of an interested stockholder would be prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of a supermajority of stockholders. Control Share Acquisitions Our charter provides that the Maryland Control Share Acquisition Act will not apply to any acquisition by any person of any shares of our capital stock. This charter provision can be amended only upon the recommendation of our board of directors and with the approval of the holders of at least a majority in voting power of our outstanding stock entitled to vote on such matter. If it were not for this exemption, Maryland law would provide that holders of issued and outstanding shares of our stock acquired in a control share acquisition have no voting rights with respect to such shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Subtitle 8 Our charter provides that we are prohibited from electing to be subject to the “unsolicited takeover” provisions of Subtitle 8 of Title 3 of the MGCL. Such provisions permit a Maryland corporation with (i) a class of equity securities registered under the Exchange Act and (ii) at least three independent directors to elect to be subject, by provision in its charter or bylaws or by a resolution of its board of directors (notwithstanding any contrary provision in its charter or bylaws), to any or all of five provisions: • a classified board; • a two-thirds vote requirement for removing a director; • a requirement that the number of directors be fixed only by vote of the directors; • a requirement that a vacancy on the board be filled only by the affirmative vote of a majority of the remaining directors in office and such director shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualified; and


• a majority requirement for the calling of a special meeting of stockholders. This charter provision may be rescinded or amended only upon the recommendation of our board of directors and with the approval of the holders of at least a majority in voting power of our outstanding stock entitled to vote on such matter. Amendment of Our Charter and Bylaws and Approval of Extraordinary Transactions Under Maryland law, a Maryland corporation generally cannot amend its charter, merge, consolidate, sell all or substantially all of its assets, engage in a statutory share exchange or dissolve unless the action is advised by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these actions by a lesser percentage of stockholders, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter provides that the affirmative vote of the holders of at least a majority in voting power of our outstanding stock entitled to vote on such matters will be required to approve all charter amendments or the other extraordinary actions listed above. However, Maryland law permits a Maryland corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation. Our charter requires the affirmative vote of the holders of at least a majority in voting power of our outstanding stock to amend any provision of the charter other than those amendments permitted to be made without stockholder vote by law or specific provision of the charter. Accordingly, at least a majority in voting power of our outstanding stock entitled to vote on such matters is required in order to amend provisions in our charter relating to restrictions on transfer and ownership of our stock, our election to opt-out of the Maryland Business Combination Act, the Maryland Control Share Acquisition Act and Subtitle 8, amendment of our bylaws by the stockholders, the procedure for calling special meetings of stockholders and the stockholder action voting requirements described above. Our board of directors has the authority, without any action by our stockholders, to amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue, including by effecting a reverse stock split. Our charter and bylaws provide that our bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the stockholders or by the board of directors. All such amendments must be approved by either the affirmative vote of a majority in voting power of our outstanding stock entitled to vote thereon or by a majority of the entire board of directors then in office, as applicable. Meetings of Stockholders Under our bylaws, annual meetings of stockholders are to be held each year at a date and time as determined by our board of directors. Special meetings of stockholders may be called only by a majority of the directors then in office, by the chairman of our board of directors, our president or our chief executive officer. Additionally, subject to the provisions of our bylaws, special meetings of the stockholders shall be called by our secretary upon the written request of stockholders entitled to cast not less than ten percent of the votes entitled to be cast at such meeting. Only matters set forth in the notice of the special meeting may be considered and acted upon at such a meeting. Maryland law and our bylaws provide that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting by unanimous consent, if that consent sets forth that action and is given in writing or by electronic transmission by each stockholder entitled to vote on the matter. Advance Notice of Director Nominations and New Business Our bylaws provide that, at any annual meeting of stockholders, proposals of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of the board of directors or (3) by a stockholder who was a stockholder of record at the time of provision of notice and on the record date for the meeting, is entitled to vote at the meeting in the election of directors or on such other proposed business and who has complied with the advance notice procedures of our bylaws. The stockholder generally must provide


notice to the secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of preceding year’s annual meeting. Only the business specified in our notice of meeting may be brought before any special meeting of stockholders. Our bylaws provide that nominations of individuals for election to our board of directors at a meeting of stockholders may be made only (1) by or at the direction of the board of directors or (2) by any stockholder of record at the time of provision of the notice and on the record date for the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions set forth in our bylaws. Such stockholder will be entitled to nominate one or more individuals, as the case may be, for election as a director if the stockholder’s notice, containing the information required by our bylaws, is delivered to the secretary (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary of our preceding year’s annual meeting; provided that in the case of the first annual meeting or if the date of the annual meeting is changed by more than twenty-five days from such anniversary date, notice must be received not later than the close of business on the tenth day following the day on which public announcement of the date of such meeting is first made, or (ii) in the case of a special meeting, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting stockholder meetings. Indemnification and Limitation of Directors’ and Officers’ Liability Maryland law permits a Maryland corporation to include in its charter a provision that limits the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active or deliberate dishonesty that is established by a final judgment and that is material to the cause of action. Our charter contains a provision that limits, to the maximum extent permitted by Maryland law, the liability of our directors, but not our officers, to us and our stockholders for money damages. Maryland law requires a Maryland corporation (unless otherwise provided in its charter, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in that capacity unless it is established that: • the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; • the director or officer actually received an improper personal benefit in money, property or services; or • in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a suit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, will be limited to expenses.


In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (2) a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. Our charter and bylaws require that we indemnify our directors and officers (including any person who is or was a director or officer of ours serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) to the fullest extent authorized by Maryland law, in effect from time to time. Such right to indemnification continues as to our former directors or officers and also inures to the benefit of the heirs, executors and personal and legal representatives of our directors and officers. We are not obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by director or officer unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors, except for proceedings to enforce rights to indemnification. Our directors and officers also have a right to be advanced by us any expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon our receipt of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by us under our charter and a written affirmation by the director or officer of the director’s or officer’s good faith belief that the standard necessary for indemnification has been met. Our charter and bylaws also provide that we may, to the extent authorized from time to time by our board of directors, provide rights to indemnification and to the advancement of expenses to employees and agents of ours similar to those conferred in our charter and bylaws to our directors and officers and to such further extent as shall be permitted by applicable Maryland law. In respect to our obligations to provide indemnification to directors and officers for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We maintain insurance on behalf of our directors and officers, insuring them against liabilities that they may incur in such capacities or arising from this status. Anti-takeover Effect of Certain Provisions of Maryland Law and Our Charter and Bylaws The restrictions on transfer and ownership of our stock set forth in our charter will prohibit any person from acquiring more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock, without the prior consent of our board of directors. Because our board of directors will be able to approve exceptions to the ownership limits, the ownership limits will not interfere with a merger or other business combination approved by our board of directors. See “Restrictions on Ownership and Transfer.” The provisions described above, along with other provisions of the MGCL and our charter and bylaws discussed above and the advance notice provisions and the procedures that stockholders will be required to follow to request a special meeting, alone or in combination, could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control of us that might involve a premium price for our securities or otherwise be in the best interest of our securityholders, and could increase the difficulty of consummating any offer. REIT Qualification Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.


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FOUR CORNERS PROPERTY TRUST, INC. 2015 OMNIBUS INCENTIVE PLAN FY [___] PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (United States) This Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”) is between Four Corners Property Trust, Inc., a Maryland corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Performance-Based Restricted Stock Units (“PRSUs”) during the Company’s fiscal year [___]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records. The Company wishes to award to you a number of PRSUs, subject to certain restrictions as provided in this Agreement, in order to carry out the purpose of the Company’s 2015 Omnibus Incentive Plan (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows: 1. Award of PRSUs. (a) The Company hereby grants to you, effective as of the Grant Date, an Award of PRSUs for that number of PRSUs communicated to you and set forth in the Company’s records (the “Target PRSUs”), on the terms and conditions set forth in such communications, this Agreement and the Plan. Each PRSU represents the right to receive, on the vesting date or dates set forth in Sections 3 and 4 hereof, one share of Stock. (b) The Company hereby grants to you an award of Dividend Equivalent Rights with respect to each Target PRSU granted pursuant to this Agreement for all dividends and distributions in cash, Stock or other property which are paid to all or substantially all holders of the outstanding shares of Stock and that have a record date between the Grant Date and the date when the Target PRSU is distributed or paid to you or is forfeited or expires. The Dividend Equivalent Rights award for each Target PRSU shall be equal to the amount of cash and the Fair Market Value of Stock or other property which is paid as a dividend or distribution on one share of Stock. All such Dividend Equivalent Rights shall be credited to you and shall be deemed to be reinvested in additional PRSUs as of the date of payment of any such dividend or distribution based on the Fair Market Value of a share of Stock on such date. Each additional PRSU which results from such deemed reinvestment of Dividend Equivalent Rights granted hereunder shall be subject to the same vesting, distribution or payment, adjustment and other provisions which apply to the underlying Target PRSU to which such additional PRSU relates. Dividends and other distributions shall only be paid with respect to the Additional PRSUs (as defined below) beginning on the date of issuance of the Additional PRSUs (if any). US-DOCS\110340502.1


  1. Rights with Respect to the Target PRSUs and Dividend Equivalent Rights. The Target PRSUs and Dividend Equivalent Rights granted hereunder do not and shall not give you any of the rights and privileges of a shareholder of Stock. Your rights with respect to the Target PRSUs and Dividend Equivalent Rights shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the restrictions with respect to the Target PRSUs and Dividend Equivalent Rights lapse, in accordance with Sections 3 or 4 hereof. 3. Vesting. (a) You shall vest in the number of Target PRSUs, if any, determined by the Committee following the end of the period commencing on <<DATE>> (the “Commencement Date”) and ending on <<DATE>> (the “Performance Period”) based on the level of achievement of the applicable performance goals approved by the Committee, communicated to you and set forth in the Company’s records, subject to your continued employment with the Company or an Affiliate through the end of the Performance Period. The number of PRSUs that may become vested shall range from zero to two hundred percent (200%) of the Target PRSUs, based on the level of achievement of the applicable performance goals during the Performance Period, as determined by the Committee. If more than 100% of the Target PRSUs become vested, as determined by the Committee, then such number of additional PRSUs (the “Additional PRSUs”) and the Target PRSUs, (collectively, the “Final PRSUs”) shall be deemed to be vested on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”). Any Target PRSUs and Dividend Equivalent Rights that do not vest pursuant to the terms of Sections 3 or 4 hereof shall be immediately and irrevocably forfeited as of the Certification Date or the date of your termination of employment, as applicable. (b) The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Section 3, which determination shall be final, conclusive and binding on you and the Company. 4. Early Vesting; Forfeiture. If you cease to be employed by the Company or an Affiliate prior to the vesting of the Target PRSUs pursuant to Section 3(a) hereof, your rights to all of the unvested Target PRSUs, including your right to become vested in any Additional PRSUs, and Dividend Equivalent Rights shall be immediately and irrevocably forfeited, except that: (a) Except as provided in Section 4(b) hereof, if, after the first anniversary of the Grant Date, the Company terminates your employment for any reason other than Cause, death or Disability (as defined below), or you terminate your employment for Good Reason (as defined below), then you shall become vested in the number of Final PRSUs and Dividend Equivalent Rights, if any, determined by the Committee following the end of the Performance Period based on the level of achievement of the applicable performance goals during the Performance Period, in each case on a pro rata basis, determined based on the number of full months of employment completed from the Commencement Date to the date of your termination of employment, divided by the number of full months during the Performance Period. (b) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause, death or Disability, or you terminate employment for Good Reason, you shall US-DOCS\110340502.1

become immediately and unconditionally vested in the number of Final PRSUs and Dividend Equivalent Rights, if any, determined by the Committee based on the level of achievement of the applicable performance goals, provided that such determination shall be made by the Committee based on the actual level of performance through the date of the Change in Control. (c) If you die prior to the vesting of the Target PRSUs pursuant to Section 3(a) hereof, you shall become immediately and unconditionally vested in one hundred percent (100%) of the Target PRSUs and Dividend Equivalent Rights granted hereunder as of the date of your death and you shall not be eligible to become vested in any Additional PRSUs. No transfer by will or the Applicable Laws of descent and distribution of any Target PRSUs or Dividend Equivalent Rights which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer. (d) If you become Disabled (as defined below) prior to the vesting of the Target PRSUs pursuant to Section 3(a) hereof, you shall become immediately and unconditionally vested in one hundred percent (100%) of the Target PRSUs and Dividend Equivalent Rights as of the date on which the Committee administering the Plan makes the determination that you are Disabled and you shall not be eligible to become vested in any Additional PRSUs. For purposes of this Agreement, “Disabled” or “Disability” means you have a disability due to illness or injury which is expected to be permanent in nature and which prevents you from performing the material duties required by your regular occupation, all as determined by the Committee administering the Plan. (e) For purposes of this Agreement, “Good Reason” means: (i) without your express written consent, (a) the assignment to you of any duties inconsistent in any substantial respect with your position, authority or responsibilities as in effect during the 90-day period immediately preceding the date of the consummation of a Change in Control or (b) any other substantial adverse change in such position (including titles), authority or responsibilities; or (ii) a material reduction in your base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits as in effect immediately prior to the date of the consummation of a Change in Control, other than (a) an inadvertent failure remedied by the Company promptly after receipt of notice thereof given by you or (b) with respect to aggregate employee benefits only, any such failure resulting from an across-the-board reduction in employee benefits applicable to all similarly situated employees of the Company generally. You shall only have Good Reason if (A) you have provided notice of termination to the Company of any of the foregoing conditions within ninety (90) days of the initial existence of the condition, (B) the Company has been given at least thirty (30) days following receipt of such notice to cure such condition, and (C) if such condition is not cured within such thirty (30) day period, you actually terminate employment within sixty (60) days after the notice of termination. Your mental or physical incapacity following the occurrence of an event described above in clauses (i) or (ii) shall not affect your ability to terminate employment for Good Reason and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s US-DOCS\110340502.1


entitlement to vesting and/or settlement of the PRSUs or Dividend Equivalent Rights as provided hereunder upon a termination of employment for Good Reason. If, following the end of the Performance Period and prior to the Certification Date, the Company terminates your employment for Cause, your rights to all of the unvested Target PRSUs and Dividend Equivalent Rights shall be immediately and irrevocably forfeited and your eligibility to become vested in any Additional PRSUs shall be immediately and irrevocably forfeited. 5. Restriction on Transfer. Except as contemplated by Section 4(c) hereof, none of the Target PRSUs or Dividend Equivalent Rights may be sold, assigned, transferred, pledged, attached or otherwise encumbered, and no attempt to transfer the Target PRSUs or Dividend Equivalent Rights, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Target PRSUs or Dividend Equivalent Rights. 6. Financial Restatements. This Section 6 only applies to you if at any time you were or are designated as an executive officer of the Company. Notwithstanding the provisions of Sections 3, 4 and 7 of this Agreement, if (a) the Company is required to restate its financial statements due to fraud and (b) the Committee administering the Plan determines that you have knowingly participated in such fraud, then the Committee may, in its sole and absolute discretion, at any time within two years following such restatement, require you to, and you shall immediately upon notice of such Committee determination, return to the Company any shares of Stock received by you or your personal representative from the payment of the Final PRSUs or Dividend Equivalent Rights pursuant to Section 7 of this Agreement and pay to the Company in cash the amount of any proceeds received by you or your personal representative from the disposition or transfer of, and any dividends and other distributions of cash or property received by you or your personal representative with respect to, any shares of Stock received by you or your personal representative from the payment of the PRSUs or Dividend Equivalent Rights pursuant to Section 7 of this Agreement, in each case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Committee determination. In addition, all of your rights to Final PRSUs or Dividend Equivalent Rights that are not vested on the date that the Committee makes such determination shall be immediately and irrevocably forfeited. Notwithstanding anything to the contrary in this Section 6, the Committee shall have the authority and discretion to make any determination regarding the specific implementation of this Section 6 with respect to you. 7. Settlement of Final PRSUs and Dividend Equivalent Rights. No shares of Stock shall be issued to you (or your beneficiary or, if none, your estate in the event of your death) prior to the date on which the applicable PRSUs vest, in accordance with the terms and conditions communicated to you and set forth in the Company’s records. After any Final PRSUs vest pursuant to Sections 3 or 4 hereof, the Company shall promptly, but no later than 30 days following the applicable vesting date, cause to be issued in your name one share of Stock for each Final PRSU (including additional RSUs which resulted from such deemed reinvestment of Dividend Equivalent Rights) in each case less any applicable withholding taxes; provided, US-DOCS\110340502.1


however, that any distribution to any “specified employee” as determined in accordance with procedures adopted by the Company that reflect the requirements of Code Section 409A(a)(2)(B)(i) (and any applicable guidance thereunder) on account of a separation from service shall be made as soon as practicable after the first day of the seventh month following such separation from service (or, if earlier, the date of the specified employee’s death). The Company will not deliver any fractional share of Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share of Stock. 8. Adjustments. In the event that the Committee administering the Plan shall determine that any dividend or other distribution (whether in the form of cash, shares of Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Stock such that an adjustment of the Target PRSUs (including additional RSUs which resulted from such deemed reinvestment of Dividend Equivalent Rights) is determined by the Committee administering the Plan to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the Target PRSUs (including additional RSUs which resulted from such deemed reinvestment of Dividend Equivalent Rights). 9. Taxes. (a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the Target PRSUs and Dividend Equivalent Rights, the vesting of the Final PRSUs and Dividend Equivalent Rights and the receipt of shares of Stock upon the vesting of the Final PRSUs and Dividend Equivalent Rights, and any other matters related to this Agreement. In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you. (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable tax withholding obligations arising from the vesting of the Final PRSUs and Dividend Equivalent Rights and the corresponding receipt of shares of Stock and cash payments by (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the shares of Stock or cash otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the Company shares of Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional share of Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share of Stock. Your election must be made on or before the date that the amount of tax to be withheld is determined. The maximum number of shares of Stock that may be withheld to satisfy any applicable tax withholding obligations arising from the vesting and settlement of US-DOCS\110340502.1


the Final PRSUs and Dividend Equivalent Rights may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any federal, state, or local taxing authority with respect to such vesting and settlement of the Final PRSUs and Dividend Equivalent Rights, or such greater amount as may be permitted under applicable accounting standards. 10. Restrictive Covenants. (a) Non-Disclosure. (i) During the course of your employment, before and after the execution of this Agreement, and as consideration for the restrictive covenants entered into by you herein, you have received and will continue to receive some or all of the Company’s various Trade Secrets (as defined under Applicable Law) and confidential or proprietary information, which includes the following whether in physical or electronic form: (1) data and compilations of data related to Business Opportunities (as defined below), (2) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by you in furtherance of your duties with the Company; (3) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (4) compilations of information about the Company’s employees and independent contracting consultants; (5) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (6) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (7) the Company’s marketing strategies and compilations of marketing data; (8) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s business; (9) the Company’s research and development records and data; and (10) any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential (collectively, “Confidential Information”). “Business Opportunities” means all ideas, concepts or information received or developed (in whatever form) by you concerning any business, transaction or potential transaction that constitutes or may constitute an opportunity for the Company to earn a fee or income, specifically including those relationships that were initiated, nourished or developed at the Company’s expense. Confidential Information does not include data or information: (1) which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by you without authorization from the Company; (2) which has been independently developed and disclosed by others; or (3) which has otherwise entered the public domain through lawful means. US-DOCS\110340502.1


(ii) All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. During the term of your employment with the Company and for a period of five (5) years following the termination of your employment with the Company for any reason, with or without cause, and upon the initiative of either you or the Company, you agree that you shall protect any such Confidential Information and Trade Secrets and shall not, except in connection with the performance of your remaining duties for the Company, use, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any such Confidential Information or Trade Secrets, or any physical or electronic embodiments thereof, to any third party; provided, however, that you may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event you will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. (iii) Upon request by the Company and, in any event, upon termination of your employment with the Company for any reason, you will promptly deliver to the Company (within twenty-four (24) hours) all property belonging to the Company, including but without limitation, all Confidential Information, Trade Secrets and all electronic and physical embodiments thereof, all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including but not limited to all such data and documents in electronic form) supplied to or created by you in connection with your employment with the Company (including all copies of the foregoing) in your possession or control, and all of the Company’s equipment and other materials in your possession or control. You agree to allow the Company, at its request, to verify return of Company property and documents and information and/or permanent deletion of the same, through inspection of personal computers, personal storage media, third party websites, third party e- mail systems, personal digital assistant devices, cell phones and/or social networking sites on which Company information was stored during your employment with the Company. (iv) Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or your duties under the Applicable Law relating to Trade Secrets. (b) Non-Competition. You agree that, while employed by the Company and for a period of twenty-four (24) months following the termination of your employment with the Company for any reason, with or without cause, whether upon the initiative of either you or the Company (the “Restricted Period”), you will not provide or perform the same or substantially similar services, that you provided to the Company, on behalf of any Direct Competitor (as defined below), directly (i.e., as an officer or employee) or indirectly (i.e., as an independent contractor, consultant, advisor, board member, agent, shareholder, investor, joint venturer, or partner), anywhere within the United States of America (the “Territory”). “Direct Competitor” means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the business of owning, US-DOCS\110340502.1


acquiring and leasing restaurant and retail properties. (i) If you are a resident of California and subject to its laws, the restrictions set forth in this Section 10(b) above shall not apply to you. (ii) Nothing in this provision shall divest you from the right to acquire as a passive investor (with no involvement in the operations or management of the business) up to 1% of any class of securities which is: (x) issued by any Direct Competitor, and (y) publicly traded on a national securities exchange or over-the- counter market. (c) Non-Solicitation. You agree that you shall not at any time during your employment with the Company and during the Restricted Period, on behalf of yourself or any other Person, directly or by assisting others, solicit, induce, encourage or cause any of the Company’s vendors, suppliers, licensees, or other Persons with whom the Company has a contractual relationship and with whom you have had Material Contact (as defined below) during the last two years of your employment with the Company, to cease doing business with the Company or to do business with a Direct Competitor. “Material Contact” means contact between you and a Person: (1) with whom or which you dealt on behalf of the Company; (2) whose dealings with the Company were coordinated or supervised by you; (3) about whom you obtained Confidential Information in the ordinary course of business as a result of your association with the Company; or (4) who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commission, or earnings for you within two years prior to the date of the termination of your employment with the Company. (d) Non-Recruitment. You agree that during the course of your employment with the Company and during the Restricted Period, you will not, on behalf of yourself or any other Person, directly or by assisting others, solicit, induce, persuade, or encourage, or attempt to solicit, induce, persuade, or encourage, any individual employed by the Company, with whom you have worked, to terminate such employee’s position with the Company, whether or not such employee is a full-time or temporary employee of the Company and whether or not such employment is pursuant to a written agreement, for a determined period, or at will. The provisions of this Section 10(d) shall only apply to those individuals employed by the Company at the time of solicitation or attempted solicitation. If you are a resident of California and subject to its laws, the restrictions set forth in Section 10(c) above and this Section 10(d) shall be limited to apply only where you use or disclose Confidential Information or Trade Secrets when engaging in the restricted activities. (e) Acknowledgements. You acknowledge that the Company is in the business of owning, acquiring and leasing restaurant and retail properties on a nationwide basis and that the Company makes substantial investments and has established substantial goodwill associated with its business, supplier relationships and marketing programs throughout the United States. You therefore acknowledge that the Territory in which the Company’s Business is conducted is, at the very least, throughout the United States. You further acknowledge and agree that it is fair and reasonable for the Company to take steps to protect its Confidential Information, Trade Secrets, goodwill, business relationships, employees, economic advantages, and/or other legitimate business interests from the risk of misappropriation of or harm to its Confidential Information, Trade Secrets, goodwill, business relationships, employees, economic advantages, and/or other legitimate business interests. You acknowledge that the consideration, including this Agreement, continued employment, specialized training, and the Confidential Information US-DOCS\110340502.1


and Trade Secrets provided to you, gives rise to the Company’s interest in restraining you from competing with the Company and that any limitations as to time, geographic scope and scope of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect Company’s Confidential Information, Trade Secrets, good will, business relationships, employees, economic advantages, and/or other legitimate business interests, and will not prevent you from earning a livelihood. (f) Survival of Covenants. The provisions and restrictive covenants in this Section 10 of this Agreement shall survive the expiration or termination of this Agreement for any reason. You agree not to challenge the enforceability or scope of the provisions and restrictive covenants in this Section 10. You further agree to notify all future persons, or businesses, with which you become affiliated or employed by, of the provisions and restrictions set forth in this Section 10, prior to the commencement of any such affiliation or employment. (g) Injunctive Relief. You acknowledge that if you breach or threaten to breach any of the provisions of this Agreement, your actions will cause irreparable harm and damage to the Company which cannot be compensated by damages alone. Accordingly, if you breach or threaten to breach any of the provisions of this Agreement, the Company shall be entitled to injunctive relief, in addition to any other rights or remedies the Company may have. You hereby waive the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of your agreements under this Agreement. (h) Forfeiture. In the event that you violate the terms of this Section 10, you understand and agree that in addition to the Company’s rights to obtain injunctive relief and damages for such violation, any and all rights to the Award under this Agreement, whether vested or unvested, shall be forfeited and extinguished. 11. General Provisions. (a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest. To the extent that any Award granted by the Company is subject to Code Section 409A, such Award shall be subject to terms and conditions that comply with the requirements of Code Section 409A to avoid adverse tax consequences under Code Section 409A. (b) No Right to Employment. Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss you from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement. (c) Reservation of Shares. The Company shall at all times prior to the vesting of the PRSUs and the Dividend Equivalent Rights reserve and keep available such number of US-DOCS\110340502.1


shares of Stock as will be sufficient to satisfy the requirements of this Agreement. (d) Securities Matters. The Company shall not be required to deliver any shares of Stock until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (e) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof. (f) Arbitration. Except for injunctive relief as set forth herein, the parties agree that any dispute between the parties regarding this Agreement shall be submitted to binding arbitration in Baltimore, Maryland. (g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Maryland (without giving effect to the conflict of law principles thereof). Subject to Section 11(f) hereof, you agree that the state and federal courts of Maryland shall have jurisdiction over any litigation between you and the Company regarding this Agreement, and you expressly submit to the exclusive jurisdiction and venue of the federal and state courts sitting in Baltimore County, Maryland. (h) Notices. You should send all written notices regarding this Agreement or the Plan to the Company at the following address: Four Corners Property Trust, Inc. 591 Redwood Highway Suite 1150 Mill Valley, CA 94941 Attention: General Counsel (i) Award Agreement and Related Documents. This Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a PRSU grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE PLAN MANAGEMENT CORPORATION WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXECUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR PRSU GRANT. In connection with your PRSU grant and this Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. US-DOCS\110340502.1


a1025formoffy2020restric

FOUR CORNERS PROPERTY TRUST, INC. 2015 OMNIBUS INCENTIVE PLAN FY [___] RESTRICTED STOCK UNIT AWARD AGREEMENT (United States) This Restricted Stock Unit Award Agreement (the “Agreement”) is between Four Corners Property Trust, Inc., a Maryland corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Restricted Stock Units during the Company’s fiscal year [___]. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records. The Company wishes to award to you a number of Restricted Stock Units, subject to certain restrictions as provided in this Agreement, in order to carry out the purpose of the Company’s 2015 Omnibus Incentive Plan (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows: 1. Award of Restricted Stock Units. (a) The Company hereby grants to you, effective as of the Grant Date, an Award of Restricted Stock Units for that number of Restricted Stock Units communicated to you and set forth in the Company’s records (the “RSUs”), on the terms and conditions set forth in such communications, this Agreement and the Plan. Each RSU represents the right to receive, on the vesting date or dates set forth in Sections 3 and 4 hereof, one share of Stock. (b) The Company hereby grants to you an award of Dividend Equivalent Rights with respect to each RSU granted pursuant to this Agreement for all dividends and distributions in cash, Stock or other property which are paid to all or substantially all holders of the outstanding shares of Stock and that have a record date between the Grant Date and the date when the RSU is distributed or paid to you or is forfeited or expires. The Dividend Equivalent Rights award for each RSU shall be equal to the amount of cash and the Fair Market Value of Stock or other property which is paid as a dividend or distribution on one share of Stock. All such Dividend Equivalent Rights shall be credited to you and shall be deemed to be reinvested in additional RSUs as of the date of payment of any such dividend or distribution based on the Fair Market Value of a share of Stock on such date. Each additional RSU which results from such deemed reinvestment of Dividend Equivalent Rights granted hereunder shall be subject to the same vesting, distribution or payment, adjustment and other provisions which apply to the underlying RSU to which such additional RSU relates. 2. Rights with Respect to the RSUs and Dividend Equivalent Rights. The RSUs and Dividend Equivalent Rights granted hereunder do not and shall not give you any of the rights and privileges of a shareholder of Stock. Your rights with respect to the RSUs US-DOCS\110338526.1


and Dividend Equivalent Rights shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the restrictions with respect to the RSUs and Dividend Equivalent Rights lapse, in accordance with Sections 3 or 4 hereof. 3. Vesting. Subject to the terms and conditions of this Agreement, the RSUs shall vest, and the restrictions with respect to the RSUs shall lapse, 100% on the [___] anniversary of the Grant Date if you remain continuously employed by the Company or an Affiliate until the vesting date. Each additional RSU which results from deemed reinvestments of Dividend Equivalent Rights pursuant to Section 1(b) hereof shall vest whenever the underlying RSU to which such additional RSU relates vests. 4. Early Vesting; Forfeiture. If you cease to be employed by the Company or an Affiliate prior to the vesting of the RSUs pursuant to Section 3 hereof, your rights to all of the unvested RSUs and Dividend Equivalent Rights shall be immediately and irrevocably forfeited, except that: (a) If, within two years after the date of the consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason other than for Cause, death or Disability, or you terminate employment for Good Reason, you shall become immediately and unconditionally vested in all RSUs and Dividend Equivalent Rights and the restrictions with respect to all of the RSUs and Dividend Equivalent Rights shall lapse. (b) If you die prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and Dividend Equivalent Rights and the restrictions with respect to all RSUs and Dividend Equivalent Rights shall lapse on the date of your death. No transfer by will or the Applicable Laws of descent and distribution of any RSUs or Dividend Equivalent Rights which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer; or (c) If you become Disabled (as defined below) prior to the vesting of the RSUs pursuant to Section 3 hereof, you shall become immediately and unconditionally vested in all RSUs and Dividend Equivalent Rights and the restrictions with respect to all RSUs and Dividend Equivalent Rights shall lapse on the date on which the Committee administering the Plan makes the determination that you are Disabled. For purposes of this Agreement, “Disabled” or “Disability” means you have a disability due to illness or injury which is expected to be permanent in nature and which prevents you from performing the material duties required by your regular occupation, all as determined by the Committee administering the Plan. (d) For purposes of this Agreement, “Good Reason” means: (i) without your express written consent, (a) the assignment to you of any duties inconsistent in any substantial respect with your position, authority or responsibilities as in effect during the 90-day period immediately preceding the date of the consummation of a Change in Control or (b) any other US-DOCS\110338526.1


substantial adverse change in such position (including titles), authority or responsibilities; or (ii) a material reduction in your base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits as in effect immediately prior to the date of the consummation of a Change in Control, other than (a) an inadvertent failure remedied by the Company promptly after receipt of notice thereof given by you or (b) with respect to aggregate employee benefits only, any such failure resulting from an across- the-board reduction in employee benefits applicable to all similarly situated employees of the Company generally. You shall only have Good Reason if (A) you have provided notice of termination to the Company of any of the foregoing conditions within ninety (90) days of the initial existence of the condition, (B) the Company has been given at least thirty (30) days following receipt of such notice to cure such condition, and (C) if such condition is not cured within such thirty (30) day period, you actually terminate employment within sixty (60) days after the notice of termination. Your mental or physical incapacity following the occurrence of an event described above in clauses (i) or (ii) shall not affect your ability to terminate employment for Good Reason and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to settlement of the RSUs or Dividend Equivalent Rights as provided hereunder upon a termination of employment for Good Reason. 5. Restriction on Transfer. Except as contemplated by Section 4(b) hereof, none of the RSUs or Dividend Equivalent Rights may be sold, assigned, transferred, pledged, attached or otherwise encumbered, and no attempt to transfer the RSUs or Dividend Equivalent Rights, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the RSUs or Dividend Equivalent Rights. 6. Financial Restatements. This Section 6 only applies to you if at any time you were or are designated as an executive officer of the Company. Notwithstanding the provisions of Sections 3, 4 and 7 of this Agreement, if (a) the Company is required to restate its financial statements due to fraud and (b) the Committee administering the Plan determines that you have knowingly participated in such fraud, then the Committee may, in its sole and absolute discretion, at any time within two years following such restatement, require you to, and you shall immediately upon notice of such Committee determination, return to the Company any shares of Stock received by you or your personal representative from the payment of the RSUs or Dividend Equivalent Rights pursuant to Section 7 of this Agreement and pay to the Company in cash the amount of any proceeds received by you or your personal representative from the disposition or transfer of, and any dividends and other distributions of cash or property received by you or your personal representative with respect to, any shares of Stock received by you or your personal representative from the payment of the RSUs or Dividend Equivalent Rights pursuant to Section 7 of this Agreement, in each case during the period commencing two years before the US-DOCS\110338526.1


beginning of the restated financial period and ending on the date of such Committee determination. In addition, all of your rights to RSUs or Dividend Equivalent Rights that are not vested on the date that the Committee makes such determination shall be immediately and irrevocably forfeited. Notwithstanding anything to the contrary in this Section 6, the Committee shall have the authority and discretion to make any determination regarding the specific implementation of this Section 6 with respect to you. 7. Settlement of RSUs and Dividend Equivalent Rights. No shares of Stock shall be issued to you (or your beneficiary or, if none, your estate in the event of your death) prior to the date on which the applicable RSUs vest, in accordance with the terms and conditions communicated to you and set forth in the Company’s records. After any RSUs vest pursuant to Sections 3 or 4 hereof, the Company shall promptly, but no later than 30 days following the applicable vesting date, cause to be issued in your name one share of Stock for each RSU (including additional RSU which resulted from such deemed reinvestment of Dividend Equivalent Rights), in each case less any applicable withholding taxes; provided, however, that any distribution to any “specified employee” as determined in accordance with procedures adopted by the Company that reflect the requirements of Code Section 409A(a)(2)(B)(i) (and any applicable guidance thereunder) on account of a separation from service shall be made as soon as practicable after the first day of the seventh month following such separation from service (or, if earlier, the date of the specified employee’s death). The Company will not deliver any fractional share of Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share of Stock. 8. Adjustments. In the event that the Committee administering the Plan shall determine that any dividend or other distribution (whether in the form of cash, shares of Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Stock such that an adjustment of the RSUs is determined by the Committee administering the Plan to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to the RSUs. 9. Taxes. (a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the RSUs and Dividend Equivalent Rights, the vesting of the RSUs and Dividend Equivalent Rights and the receipt of shares of Stock upon the vesting of the RSUs and Dividend Equivalent Rights, and any other matters related to this Agreement. In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you. US-DOCS\110338526.1


(b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable tax withholding obligations arising from the vesting of the RSUs and Dividend Equivalent Rights and the corresponding receipt of shares of Stock and cash payments by (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the shares of Stock or cash otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the Company shares of Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional share of Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share of Stock. Your election must be made on or before the date that the amount of tax to be withheld is determined. The maximum number of shares of Stock that may be withheld to satisfy any applicable tax withholding obligations arising from the vesting and settlement of the RSUs and Dividend Equivalent Rights may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any federal, state, or local taxing authority with respect to such vesting and settlement of the RSUs and Dividend Equivalent Rights, or such greater amount as may be permitted under applicable accounting standards. 10. Restrictive Covenants. (a) Non-Disclosure. (i) During the course of your employment, before and after the execution of this Agreement, and as consideration for the restrictive covenants entered into by you herein, you have received and will continue to receive some or all of the Company’s various Trade Secrets (as defined under Applicable Law) and confidential or proprietary information, which includes the following whether in physical or electronic form: (1) data and compilations of data related to Business Opportunities (as defined below), (2) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by you in furtherance of your duties with the Company; (3) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (4) compilations of information about the Company’s employees and independent contracting consultants; (5) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (6) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (7) the Company’s marketing strategies and compilations of marketing data; (8) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s business; (9) the Company’s research and development records and data; and (10) any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as US-DOCS\110338526.1


confidential (collectively, “Confidential Information”). “Business Opportunities” means all ideas, concepts or information received or developed (in whatever form) by you concerning any business, transaction or potential transaction that constitutes or may constitute an opportunity for the Company to earn a fee or income, specifically including those relationships that were initiated, nourished or developed at the Company’s expense. Confidential Information does not include data or information: (1) which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by you without authorization from the Company; (2) which has been independently developed and disclosed by others; or (3) which has otherwise entered the public domain through lawful means. (ii) All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remain the sole and exclusive property of the Company. During the term of your employment with the Company and for a period of five (5) years following the termination of your employment with the Company for any reason, with or without cause, and upon the initiative of either you or the Company, you agree that you shall protect any such Confidential Information and Trade Secrets and shall not, except in connection with the performance of your remaining duties for the Company, use, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any such Confidential Information or Trade Secrets, or any physical or electronic embodiments thereof, to any third party; provided, however, that you may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event you will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests. (iii) Upon request by the Company and, in any event, upon termination of your employment with the Company for any reason, you will promptly deliver to the Company (within twenty-four (24) hours) all property belonging to the Company, including but without limitation, all Confidential Information, Trade Secrets and all electronic and physical embodiments thereof, all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including but not limited to all such data and documents in electronic form) supplied to or created by you in connection with your employment with the Company (including all copies of the foregoing) in your possession or control, and all of the Company’s equipment and other materials in your possession or control. You agree to allow the Company, at its request, to verify return of Company property and documents and information and/or permanent deletion of the same, through inspection of personal computers, personal storage media, third party websites, third party e-mail systems, personal digital assistant devices, cell phones and/or social networking sites on which Company information was stored during your employment with the Company. (iv) Nothing contained herein shall be in derogation or a limitation of the rights of the Company to enforce its rights or your duties under the US-DOCS\110338526.1


Applicable Law relating to Trade Secrets. (b) Non-Competition. You agree that, while employed by the Company and for a period of twenty-four (24) months following the termination of your employment with the Company for any reason, with or without cause, whether upon the initiative of either you or the Company (the “Restricted Period”), you will not provide or perform the same or substantially similar services, that you provided to the Company, on behalf of any Direct Competitor (as defined below), directly (i.e., as an officer or employee) or indirectly (i.e., as an independent contractor, consultant, advisor, board member, agent, shareholder, investor, joint venturer, or partner), anywhere within the United States of America (the “Territory”). “Direct Competitor” means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the business of owning, acquiring and leasing restaurant and retail properties. (i) If you are a resident of California and subject to its laws, the restrictions set forth in this Section 10(b) above shall not apply to you. (ii) Nothing in this provision shall divest you from the right to acquire as a passive investor (with no involvement in the operations or management of the business) up to 1% of any class of securities which is: (x) issued by any Direct Competitor, and (y) publicly traded on a national securities exchange or over-the- counter market. (c) Non-Solicitation. You agree that you shall not at any time during your employment with the Company and during the Restricted Period, on behalf of yourself or any other Person, directly or by assisting others, solicit, induce, encourage or cause any of the Company’s vendors, suppliers, licensees, or other Persons with whom the Company has a contractual relationship and with whom you have had Material Contact (as defined below) during the last two years of your employment with the Company, to cease doing business with the Company or to do business with a Direct Competitor. “Material Contact” means contact between you and a Person: (1) with whom or which you dealt on behalf of the Company; (2) whose dealings with the Company were coordinated or supervised by you; (3) about whom you obtained Confidential Information in the ordinary course of business as a result of your association with the Company; or (4) who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commission, or earnings for you within two years prior to the date of the termination of your employment with the Company. (d) Non-Recruitment. You agree that during the course of your employment with the Company and during the Restricted Period, you will not, on behalf of yourself or any other Person, directly or by assisting others, solicit, induce, persuade, or encourage, or attempt to solicit, induce, persuade, or encourage, any individual employed by the Company, with whom you have worked, to terminate such employee’s position with the Company, whether or not such employee is a full-time or temporary employee of the Company and whether or not such employment is pursuant to a written agreement, for a determined period, or at will. The provisions of this Section 10(d) shall only apply to those individuals employed by the Company at the time of solicitation or attempted solicitation. If you are a resident of California and subject to its laws, the restrictions set forth in Section 10(c) above and this Section 10(d) shall be limited to apply only where you use or disclose Confidential Information or Trade Secrets when engaging in the restricted activities. US-DOCS\110338526.1


(e) Acknowledgements. You acknowledge that the Company is in the business of owning, acquiring and leasing restaurant and retail properties on a nationwide basis and that the Company makes substantial investments and has established substantial goodwill associated with its business, supplier relationships and marketing programs throughout the United States. You therefore acknowledge that the Territory in which the Company’s Business is conducted is, at the very least, throughout the United States. You further acknowledge and agree that it is fair and reasonable for the Company to take steps to protect its Confidential Information, Trade Secrets, goodwill, business relationships, employees, economic advantages, and/or other legitimate business interests from the risk of misappropriation of or harm to its Confidential Information, Trade Secrets, goodwill, business relationships, employees, economic advantages, and/or other legitimate business interests. You acknowledge that the consideration, including this Agreement, continued employment, specialized training, and the Confidential Information and Trade Secrets provided to you, gives rise to the Company’s interest in restraining you from competing with the Company and that any limitations as to time, geographic scope and scope of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect Company’s Confidential Information, Trade Secrets, good will, business relationships, employees, economic advantages, and/or other legitimate business interests, and will not prevent you from earning a livelihood. (f) Survival of Covenants. The provisions and restrictive covenants in this Section 10 of this Agreement shall survive the expiration or termination of this Agreement for any reason. You agree not to challenge the enforceability or scope of the provisions and restrictive covenants in this Section 10. You further agree to notify all future persons, or businesses, with which you become affiliated or employed by, of the provisions and restrictions set forth in this Section 10, prior to the commencement of any such affiliation or employment. (g) Injunctive Relief. You acknowledge that if you breach or threaten to breach any of the provisions of this Agreement, your actions will cause irreparable harm and damage to the Company which cannot be compensated by damages alone. Accordingly, if you breach or threaten to breach any of the provisions of this Agreement, the Company shall be entitled to injunctive relief, in addition to any other rights or remedies the Company may have. You hereby waive the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of your agreements under this Agreement. (h) Forfeiture. In the event that you violate the terms of this Section 10, you understand and agree that in addition to the Company’s rights to obtain injunctive relief and damages for such violation, any and all rights to the Award under this Agreement, whether vested or unvested, shall be forfeited and extinguished. 11. General Provisions. (a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or US-DOCS\110338526.1


interpretation arising under this Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest. To the extent that any Award granted by the Company is subject to Code Section 409A, such Award shall be subject to terms and conditions that comply with the requirements of Code Section 409A to avoid adverse tax consequences under Code Section 409A. (b) No Right to Employment. Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss you from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement. (c) Reservation of Shares. The Company shall at all times prior to the vesting of the RSUs and the Dividend Equivalent Rights reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Agreement. (d) Securities Matters. The Company shall not be required to deliver any shares of Stock until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (e) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof. (f) Arbitration. Except for injunctive relief as set forth herein, the parties agree that any dispute between the parties regarding this Agreement shall be submitted to binding arbitration in Baltimore, Maryland. (g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Maryland (without giving effect to the conflict of law principles thereof). Subject to Section 11(f) hereof, you agree that the state and federal courts of Maryland shall have jurisdiction over any litigation between you and the Company regarding this Agreement, and you expressly submit to the exclusive jurisdiction and venue of the federal and state courts sitting in Baltimore County, Maryland. (h) Notices. You should send all written notices regarding this Agreement or the Plan to the Company at the following address: Four Corners Property Trust, Inc. 591 Redwood Highway Suite 1150 Mill Valley, CA 94941 Attention: General Counsel (i) Award Agreement and Related Documents. This RSU Award Agreement shall have no force or effect unless you have been notified by the Company, and identified in the Company’s records, as the recipient of a RSU Grant. YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, US-DOCS\110338526.1


INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANTS, BY EXECUTING THIS AGREEMENT ELECTRONICALLY VIA YOUR ESTABLISHED ACCOUNT ON THE PLAN MANAGEMENT CORPORATION WEBSITE WITHIN 60 DAYS OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED TERMS AND TO EXECUTE THIS AGREEMENT ELECTRONICALLY WILL PRECLUDE YOU FROM RECEIVING YOUR RSU GRANT. In connection with your RSU grant and this Agreement, the following additional documents were made available to you electronically, and paper copies are available on request directed to the Company’s Compensation Department: (i) the Plan; and (ii) a Prospectus relating to the Plan. US-DOCS\110338526.1


a1026secondamendmenttofo

Second Amendment to Restricted Stock Award Agreement (United States) This Amendment to the FY 2015 Restricted Stock Award Agreement, as amended, described herein (this “Amendment”) is made as of [_____] by Four Corners Property Trust, Inc., a Maryland corporation (the “Company”). WHEREAS, ________________ (the “Grantee”) is an individual who holds a grant of _________________shares of restricted stock (the “Restricted Stock”) granted under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Plan”) and evidenced by a Restricted Stock Award Agreement by and between the Company and the Grantee (the “Restricted stock Agreement”) dated __________ __, ____. WHEREAS, the Company has determined that it is desirable to amend the Restricted Stock Agreement to change certain provisions relating to dividends on such Restricted Stock. NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and agreement set forth in this Amendment, the Restricted Stock Agreement is hereby amended as follows: 1. Section 1(b) of the Restricted Stock Agreement is hereby deleted in its entirety and replaced with the following: “As a condition to receiving the Shares, you hereby agree that all dividends and other distributions paid with respect to the Shares (whether in cash, property or shares of Stock) shall be reinvested in additional shares of Stock. All such dividends or distributions shall be credited to you and reinvested in additional shares of Stock as of the date of payment of any such dividend or distribution based on the Fair Market Value of a share of Stock on such date; provided, however, that if the Shares to which such dividend or distribution relates vest during the period beginning on the record date of such dividend or distribution and ending on the day prior to the applicable payment date, such credit shall be based on the Fair Market Value on date immediately preceding such vesting date. Each additional share of Stock which results from such reinvestment granted hereunder shall be subject to the same vesting, forfeiture, distribution or payment, adjustment and other provisions which apply to the underlying share of Stock relates.” 2. Except as expressly provided herein, the terms and conditions of the Restricted Stock Agreement shall remain in full force and effect and shall be binding on the parties hereto. FOUR CORNERS PROPERTY TRUST, INC. By: ________________________________ Its: ________________________________ US-DOCS\111559924.1


a1027secondamendmenttofo

Amendment to FY [__] Restricted Stock Unit Award Agreement (United States) This Amendment to the FY [___] Restricted Stock Unit Award Agreement described herein (this “Amendment”) is made as of [_____] by and between Four Corners Property Trust, Inc., a Maryland corporation (the “Company”), and ________________ (the “Grantee”), an individual who holds a grant of restricted stock units granted under the Company’s 2015 Omnibus Incentive Plan, as amended (the “Plan”). WHEREAS, the Grantee holds a grant of _________________ restricted stock units (the “Restricted Stock Units”) evidenced by a FY [____] Restricted Stock Unit Award Agreement by and between the Company and the Grantee (the “RSU Agreement”) dated __________ __, ____. WHEREAS, the Company and the Grantee have determined that it is desirable and in their best interests to amend the RSU Agreement to change certain provisions relating to dividends on such Restricted Stock Units. NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and agreement set forth in this Amendment, the parties agree as follows: 1. Section 1(b) of the RSU Agreement is hereby deleted in its entirety and replaced with the following: “The Company hereby grants to you an award of Dividend Equivalent Rights with respect to each RSU granted pursuant to this Agreement for all dividends and distributions in cash, Stock or other property which are paid to all or substantially all holders of the outstanding shares of Stock and that have a record date between the Grant Date and the date when the RSU is distributed or paid to you or is forfeited or expires. The Dividend Equivalent Rights award for each RSU shall be equal to the amount of cash and the Fair Market Value of Stock or other property which is paid as a dividend or distribution on one share of Stock. All such Dividend Equivalent Rights shall be credited to you and shall be deemed to be reinvested in additional RSUs as of the date of payment of any such dividend or distribution based on the Fair Market Value of a share of Stock on such date. Each additional RSU which results from such deemed reinvestment of Dividend Equivalent Rights granted hereunder shall be subject to the same vesting, distribution or payment, adjustment and other provisions which apply to the underlying RSU to which such additional RSU relates.” 2. Except as expressly provided herein, the terms and conditions of the RSU Agreement shall remain in full force and effect and shall be binding on the parties hereto. [signature page follows] US-DOCS\111380335.1


IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment, or have caused this Amendment to be duly executed and delivered in their name and on their behalf, as of the day and year first above written. GRANTEE FOUR CORNERS PROPERTY TRUST, INC. _______________________________ By: ________________________________ Its: ________________________________ US-DOCS\111380335.1


		Exhibit

Exhibit 21.1

Subsidiaries of Four Corners Property Trust, Inc. (a Maryland corporation)

Name of Subsidiary Jurisdiction of Incorporation/Formation
Four Corners GP, LLC Delaware
FCPT TRS, LLC Delaware
FCPT OP Holdings, LP Delaware
Four Corners Operating Partnership, LP Delaware
Kerrow Holdings, LLC Texas
Kerrow Restaurants, LLC Texas
FCPT Garden Properties, LLC Delaware
FCPT Hospitality Properties, LLC Delaware
FCPT International Drive, LLC Delaware
FCPT Keystone Properties 11, LLC Delaware
FCPT Keystone Properties, LLC Delaware
FCPT PA Hospitality Properties 11, LLC Delaware
FCPT PA Hospitality Properties, LLC Delaware
FCPT Remington Properties, LLC Texas
FCPT Restaurant Properties, LLC Texas
FCPT Sunshine Properties, LLC Delaware
FCPT SW Properties, LLC Delaware
FCPT Acquisitions, LLC Delaware
FCPT Holdings, LLC Delaware
		Exhibit

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Four Corners Property Trust, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333‑234638) on Form S-3ASR of Four Corners Property Trust, Inc. of our reports dated February 26, 2020, with respect to the consolidated balance sheets of Four Corners Property Trust, Inc. as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III - Real Estate Assets and Accumulated Depreciation (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appears in the December 31, 2019 annual report on Form 10‑K of Four Corners Property Trust, Inc.

Our report covering the December 31, 2019 consolidated financial statements of Four Corners Property Trust, Inc. refers to a change in method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board Accounting Standards Codification 842, Leases, including effective amendments.

/s/ KPMG LLP

San Francisco, California

February 26, 2020

		Exhibit

EXHIBIT 31(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, William H. Lenehan, certify that:

1. I have reviewed this annual report on Form 10-K of Four Corners Property Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 26, 2020
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/s/ William H. Lenehan
President and Chief Executive Officer
		Exhibit

EXHIBIT 31(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gerald R. Morgan, certify that:

1. I have reviewed this annual report on Form 10-K of Four Corners Property Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 26, 2020
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/s/ Gerald R. Morgan
Chief Financial Officer
		Exhibit

EXHIBIT 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Four Corners Property Trust, Inc. (“Company”) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, William H. Lenehan, President and Chief Executive Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 26, 2020
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/s/ William H. Lenehan
President and Chief Executive Officer

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Four Corners Property Trust, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

		Exhibit

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Four Corners Property Trust, Inc. (“Company”) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Gerald R. Morgan, Chief Financial Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 26, 2020
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/s/ Gerald R. Morgan
Chief Financial Officer

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Four Corners Property Trust, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.