Equity

9 Months Ended

Sep. 30, 2020

EQUITY

Preferred Stock

At September 30, 2020 and December 31, 2019, the Company was authorized to issue 25,000,000 shares, $0.0001 par value per share of preferred stock. There were no shares issued and outstanding at September 30, 2020 and December 31, 2019.

Common Stock

At September 30, 2020 and December 31, 2019, the Company was authorized to issue 500,000,000 shares, $0.0001 par value per share of common stock. At September 30, 2020, there were 72,769,345 shares of the Company's common stock issued and outstanding.

On March 16, 2020, we declared a dividend of $0.3050 per share, which was paid in April 2020 to common stockholders of record as of March 31, 2020. On May 29, 2020, we declared a dividend of $0.3050 per share, which was paid in July 2020 to common stockholders of record as of June 30, 2020. On September 17, 2020, we declared a dividend of $0.3050 per share, which was paid in October 2020 to common stockholders of record as of September 30, 2020.

Common Stock Issuance Under the At-The-Market Program

In December 2016, the Company established an “At-the-Market” (“ATM”) equity issuance program under which the Company may, at its discretion, issue and sell its common stock through ATM offerings on the New York Stock Exchange through broker-dealers. On March 22, 2019, the Company amended its ATM program and increased the maximum sales under ATM offerings to $210.0 million. 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 three months ended September 30, 2020, the Company issued 2,435,958 shares under the ATM program at a weighted average share price of $25.65 for net proceeds of $61.3 million. During the six months ended June 30, 2020, the Company executed and physically settled in full a forward sale agreement under the ATM program with a financial institution acting as forward purchaser to sell 144,321 shares of common stock at an average forward offering price per share of $30.23 for net proceeds of $4.4 million. During the nine months ended September 30, 2020, the Company issued 2,580,279 shares under the ATM program at a weighted average share price of $25.93 for net proceeds of $65.6 million.

At September 30, 2020, there was $94.9 million available for issuance under the ATM program.

Noncontrolling Interest

At September 30, 2020, there were 204,392 FCPT Operating Partnership Units (“OP units”) outstanding held by third parties. During the nine months ended September 30, 2020, FCPT OP did not issue any OP units for consideration in real estate transactions. Generally, OP units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require FCPT OP to redeem all or a portion of the OP units held by such limited partner. At FCPT OP’s option, it may satisfy this redemption with cash or by exchanging non-registered shares of FCPT common stock on a one-for-one basis. Prior to the redemption of OP units, the limited partners participate in net income allocations and distributions in a manner equivalent to the common stockholders. The redemption value of outstanding non-controlling interest OP units was $5.2 million and $7.9 million as of September 30, 2020 and December 31, 2019, respectively.

At September 30, 2020, FCPT was the owner of approximately 99.72% of FCPT’s OP units. The remaining 0.28%, or 204,392 of FCPT’s OP units were held by unaffiliated limited partners. During the nine months ended September 30, 2020, FCPT OP distributed $197 thousand to its limited partners and settled redemptions of 85,000 OP units; 40,000 OP units for cash, at a weighted average price per unit of $20.30 for $813 thousand; and 45,000 OP units for shares of common stock.

Earnings Per Share

The following table presents the computation of basic and diluted net earnings per common share for the three and nine months ended September 30, 2020 and 2019.



(In thousands except for shares and per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except for shares and per share data)	2020		2019		2020		2019
Average common shares outstanding – basic	71,009,154		68,315,915		70,430,037		68,274,167
Net effect of dilutive equity awards	221,327		211,272		228,463		220,846
Average common shares outstanding – diluted	71,230,481		68,527,187		70,658,500		68,495,013
Net income available to common shareholders	$	19,349	$	18,331	$	57,080	$	53,702
Basic net earnings per share	$	0.27	$	0.27	$	0.81	$	0.79
Diluted net earnings per share	$	0.27	$	0.27	$	0.81	$	0.78

For the three months ended September 30, 2020 and 2019, the number of outstanding equity awards that were anti-dilutive totaled 216,773 and 146,335, respectively. For the nine months ended September 30, 2020 and 2019, the number of outstanding equity awards that were anti-dilutive totaled 209,637 and 142,558, respectively.

Exchangeable OP units have been omitted from the denominator for the purpose of computing diluted earnings per share since FCPT OP, at its option, may satisfy a redemption with cash or by exchanging non-registered shares of FCPT common stock. The weighted average exchangeable OP units outstanding for the three months ended September 30, 2020 and 2019 was 204,392 and 294,506. The weighted average exchangeable OP units outstanding for the nine months ended September 30, 2020 and 2019 was 221,355 and 310,599, respectively.