x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
47-4456296
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
501 Redwood Highway, Suite 1150
Mill Valley, California
|
|
94941
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
x
|
Smaller reporting company
¨
|
|
|
Page
|
Part I
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
OTHER INFORMATION
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
||
|
||
|
|
|
|
|
March 31, 2016
(Unaudited)
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
404,812
|
|
|
$
|
404,812
|
|
Buildings, equipment and improvements
|
|
992,423
|
|
|
992,418
|
|
||
Total real estate investments
|
|
1,397,235
|
|
|
1,397,230
|
|
||
Less: Accumulated depreciation
|
|
(573,726
|
)
|
|
(568,539
|
)
|
||
Total real estate investments, net
|
|
823,509
|
|
|
828,691
|
|
||
Cash and cash equivalents
|
|
36,088
|
|
|
98,073
|
|
||
Derivative assets
|
|
—
|
|
|
165
|
|
||
Deferred rent
|
|
4,095
|
|
|
1,500
|
|
||
Other assets
|
|
981
|
|
|
1,008
|
|
||
Total Assets
|
|
$
|
864,673
|
|
|
$
|
929,437
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Notes payable, net of deferred financing costs
|
|
$
|
392,700
|
|
|
$
|
392,302
|
|
Derivative liabilities
|
|
7,151
|
|
|
477
|
|
||
Deferred rental revenue
|
|
7,866
|
|
|
7,940
|
|
||
Deferred tax liabilities
|
|
225
|
|
|
80,881
|
|
||
Dividends payable
|
|
14,509
|
|
|
—
|
|
||
Other liabilities
|
|
5,018
|
|
|
6,195
|
|
||
Total liabilities
|
|
427,469
|
|
|
487,795
|
|
||
|
|
|
|
|
||||
Stockholders’ 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, 59,881,270 and 42,741,995 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
|
6
|
|
|
4
|
|
||
Additional paid-in capital
|
|
437,017
|
|
|
436,697
|
|
||
Accumulated other comprehensive loss
|
|
(6,774
|
)
|
|
(316
|
)
|
||
Retained earnings
|
|
6,955
|
|
|
5,257
|
|
||
Total stockholders’ equity
|
|
437,204
|
|
|
441,642
|
|
||
Total Liabilities and Equity
|
|
$
|
864,673
|
|
|
$
|
929,437
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
||||
Rental income
|
|
$
|
26,252
|
|
|
$
|
—
|
|
Restaurant revenues
|
|
4,859
|
|
|
4,890
|
|
||
Total revenues
|
|
31,111
|
|
|
4,890
|
|
||
Operating expenses:
|
|
|
|
|
||||
General and administrative
|
|
3,317
|
|
|
—
|
|
||
Depreciation and amortization
|
|
5,187
|
|
|
212
|
|
||
Restaurant expenses
|
|
4,698
|
|
|
4,513
|
|
||
Interest expense
|
|
4,182
|
|
|
—
|
|
||
Total expenses
|
|
17,384
|
|
|
4,725
|
|
||
Income before income tax
|
|
13,727
|
|
|
165
|
|
||
Benefit from (provision for) income tax
|
|
80,556
|
|
|
(19
|
)
|
||
Net Income
|
|
$
|
94,283
|
|
|
$
|
146
|
|
Other comprehensive loss:
|
|
|
|
|
||||
Realized and unrealized loss in hedging transactions, net
|
|
(6,458
|
)
|
|
—
|
|
||
Comprehensive Income
|
|
$
|
87,825
|
|
|
$
|
146
|
|
|
|
|
|
|
||||
Basic net income per share:
|
|
$
|
1.58
|
|
|
N/A
(2)
|
|
|
Diluted net income per share:
|
|
$
|
1.57
|
|
|
N/A
(2)
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
||||
Basic
(1)
|
|
59,827,808
|
|
|
N/A
(2)
|
|
||
Diluted
(1)
|
|
59,863,804
|
|
|
N/A
(2)
|
|
||
Dividends declared per common share
|
|
$
|
0.2425
|
|
|
—
|
|
|
|
|
|
|
|
(1)
|
Includes
17,085,566
shares issued on March 2, 2016 as part of our Earnings and Profits distribution to satisfy REIT requirements. For financial reporting purposes, these shares were assumed to be issued on January 1, 2016.
|
(2)
|
Due to the material change in the Company’s operations as a result of our formation transaction in November 2015, management does not consider presentation of income per share for the pre-formation period to be meaningful.
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|||||||||||||||||||
Balance at December 31, 2015
|
|
42,741,995
|
|
|
$
|
4
|
|
|
$
|
436,697
|
|
|
$
|
5,257
|
|
|
$
|
(316
|
)
|
|
$
|
441,642
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,283
|
|
|
—
|
|
|
94,283
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,458
|
)
|
|
(6,458
|
)
|
|||||
Earnings and profits distribution
(1)
|
|
17,085,566
|
|
|
2
|
|
|
(2
|
)
|
|
(78,076
|
)
|
|
—
|
|
|
(78,076
|
)
|
|||||
Dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,509
|
)
|
|
—
|
|
|
(14,509
|
)
|
|||||
Stock-based compensation, net
|
|
53,709
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|||||
Balance at March 31, 2016
|
|
59,881,270
|
|
|
$
|
6
|
|
|
$
|
437,017
|
|
|
$
|
6,955
|
|
|
$
|
(6,774
|
)
|
|
$
|
437,204
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows - Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
94,283
|
|
|
$
|
146
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
5,187
|
|
|
212
|
|
||
Amortization of financing costs
|
|
398
|
|
|
—
|
|
||
Stock-based compensation expense
|
|
322
|
|
|
46
|
|
||
Deferred income taxes
|
|
(80,656
|
)
|
|
(15
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Derivative asset
|
|
381
|
|
|
—
|
|
||
Deferred rent asset
|
|
(2,595
|
)
|
|
20
|
|
||
Deferred rental revenue
|
|
(74
|
)
|
|
—
|
|
||
Other assets and liabilities
|
|
(1,150
|
)
|
|
(528
|
)
|
||
Net cash provided by (used in) operating activities
|
|
16,096
|
|
|
(119
|
)
|
||
Cash flows - investing activities
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(5
|
)
|
|
(45
|
)
|
||
Net cash used in investing activities
|
|
(5
|
)
|
|
(45
|
)
|
||
Cash flows - financing activities
|
|
|
|
|
||||
Net contributions from parent
|
|
—
|
|
|
164
|
|
||
Payment of dividend to shareholders
|
|
(78,076
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
|
(78,076
|
)
|
|
164
|
|
||
Net decrease in cash
|
|
(61,985
|
)
|
|
—
|
|
||
Cash and cash equivalents, beginning of year
|
|
98,073
|
|
|
7
|
|
||
Cash and cash equivalents, ending of year
|
|
$
|
36,088
|
|
|
$
|
7
|
|
Supplemental disclosures:
|
|
|
|
|
||||
Dividends declared but not paid
|
|
$
|
(14,509
|
)
|
|
—
|
|
|
Interest paid
|
|
$
|
(3,319
|
)
|
|
—
|
|
|
Taxes paid
|
|
$
|
(2,222
|
)
|
|
—
|
|
•
|
Level 1 - Quoted market prices in active markets for identical assets or liabilities;
|
•
|
Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and
|
•
|
Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
404,812
|
|
|
$
|
404,812
|
|
Buildings and improvements
|
|
851,967
|
|
|
851,967
|
|
||
Equipment
|
|
140,456
|
|
|
140,451
|
|
||
Total gross real estate investments
|
|
1,397,235
|
|
|
1,397,230
|
|
||
Less: accumulated depreciation
|
|
(573,726
|
)
|
|
(568,539
|
)
|
||
Total Real Estate Investments, Net
|
|
$
|
823,509
|
|
|
$
|
828,691
|
|
|
|
March 31,
|
||
(In millions)
|
|
2016
|
||
2016 (nine months)
|
|
$
|
71
|
|
2017
|
|
96
|
|
|
2018
|
|
97
|
|
|
2019
|
|
99
|
|
|
2020
|
|
100
|
|
|
Thereafter
|
|
1,034
|
|
|
Total Future Minimum Rentals
|
|
$
|
1,497
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Accounts receivable
|
|
$
|
254
|
|
|
$
|
70
|
|
Inventories
|
|
170
|
|
|
198
|
|
||
Prepaid assets
|
|
501
|
|
|
689
|
|
||
Other
|
|
56
|
|
|
51
|
|
||
Total Other Assets
|
|
$
|
981
|
|
|
$
|
1,008
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Accounts payable
|
|
$
|
791
|
|
|
$
|
922
|
|
Accrued interest expense
|
|
1,043
|
|
|
959
|
|
||
Accrued compensation
|
|
484
|
|
|
465
|
|
||
Other accrued income taxes
|
|
199
|
|
|
2,008
|
|
||
Deferred rent liability
|
|
601
|
|
|
580
|
|
||
Accrued operating expenses
|
|
1,492
|
|
|
915
|
|
||
Other
|
|
408
|
|
|
346
|
|
||
Total Other Liabilities
|
|
$
|
5,018
|
|
|
$
|
6,195
|
|
(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)
|
||||||
Interest rate swaps
|
|
$
|
(7,444
|
)
|
|
Interest expense
|
|
$
|
(985
|
)
|
|
Interest expense
|
|
$
|
(348
|
)
|
Offsetting of Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
|
|
|||||||||||||
(In thousands)
|
|
|
|
|
Financial Instruments
|
|
Cash Collateral Posted
|
|
Net Amount
|
||||||||||||||
March 31, 2016
|
|
$
|
7,151
|
|
|
—
|
|
|
$
|
7,151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,151
|
|
December 31, 2015
|
|
477
|
|
|
—
|
|
|
477
|
|
|
(165
|
)
|
|
—
|
|
|
312
|
|
(In thousands)
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
|
Performance Stock Awards
|
|
Total
|
||||||||
Unrecognized compensation cost at beginning of period
|
|
$
|
1,483
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,483
|
|
Equity grants
|
|
—
|
|
|
842
|
|
|
1,906
|
|
|
2,748
|
|
||||
Equity grant forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity compensation expense
|
|
(169
|
)
|
|
(44
|
)
|
|
(104
|
)
|
|
(317
|
)
|
||||
Unrecognized Compensation Cost at End of Period
|
|
$
|
1,314
|
|
|
$
|
798
|
|
|
$
|
1,802
|
|
|
$
|
3,914
|
|
|
|
|
|
|
|
|
|
|
(In thousands except for per share data)
|
|
Three Months Ended
March 31, 2016
|
||
Average common shares outstanding – basic
|
|
59,828
|
|
|
Net effect of dilutive equity awards
|
|
36
|
|
|
Average common shares outstanding –diluted
|
|
59,864
|
|
|
Net income
|
|
$
|
94,283
|
|
Basic net earnings per share
|
|
$
|
1.58
|
|
Diluted net earnings per share
|
|
$
|
1.57
|
|
March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
7,151
|
|
|
$
|
—
|
|
|
$
|
7,151
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
165
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
—
|
|
|
$
|
477
|
|
March 31, 2016
|
|
|
|
|
||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
||||
Liabilities
|
|
|
|
|
||||
Note payable, excluding deferred offering costs
|
|
$
|
400,000
|
|
|
$
|
400,140
|
|
December 31, 2015
|
|
|
|
|
||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
||||
Liabilities
|
|
|
|
|
||||
Note payable, excluding deferred offering costs
|
|
$
|
400,000
|
|
|
$
|
400,146
|
|
(In thousands)
|
|
March 31, 2016
|
||
2016 (nine months)
|
|
$
|
380
|
|
2017
|
|
515
|
|
|
2018
|
|
518
|
|
|
2019
|
|
407
|
|
|
2020
|
|
280
|
|
|
2021 and thereafter
|
|
97
|
|
|
Total Future Lease Commitments
|
|
$
|
2,197
|
|
(In thousands)
|
|
Real Estate Operations
|
|
Restaurant Operations
|
|
Intercompany
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
26,252
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,252
|
|
Intercompany rental income
|
|
97
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
||||
Restaurant revenues
|
|
—
|
|
|
4,859
|
|
|
—
|
|
|
4,859
|
|
||||
Total revenues
|
|
26,349
|
|
|
4,859
|
|
|
(97
|
)
|
|
31,111
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
3,317
|
|
|
—
|
|
|
—
|
|
|
3,317
|
|
||||
Depreciation and amortization
|
|
5,023
|
|
|
164
|
|
|
—
|
|
|
5,187
|
|
||||
Restaurant expenses
|
|
—
|
|
|
4,795
|
|
|
(97
|
)
|
|
4,698
|
|
||||
Interest expense
|
|
4,182
|
|
|
—
|
|
|
—
|
|
|
4,182
|
|
||||
Total operating expenses
|
|
12,522
|
|
|
4,959
|
|
|
(97
|
)
|
|
17,384
|
|
||||
Income before provision for income taxes
|
|
13,827
|
|
|
(100
|
)
|
|
—
|
|
|
13,727
|
|
||||
Benefit from income taxes
|
|
80,409
|
|
|
147
|
|
|
—
|
|
|
80,556
|
|
||||
Net Income
|
|
$
|
94,236
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
94,283
|
|
(In thousands)
|
|
Real Estate Operations
|
|
Restaurant Operations
|
|
Total
|
||||||
Total real estate investments
|
|
$
|
1,380,667
|
|
|
$
|
16,568
|
|
|
$
|
1,397,235
|
|
Accumulated depreciation
|
|
(568,291
|
)
|
|
(5,435
|
)
|
|
(573,726
|
)
|
|||
Total real estate investments, net
|
|
$
|
812,376
|
|
|
$
|
11,133
|
|
|
$
|
823,509
|
|
Cash and cash equivalents
|
|
$
|
34,645
|
|
|
$
|
1,443
|
|
|
$
|
36,088
|
|
Total assets
|
|
$
|
851,717
|
|
|
$
|
12,956
|
|
|
$
|
864,673
|
|
Notes payable, net of deferred financing costs
|
|
$
|
392,700
|
|
|
$
|
—
|
|
|
$
|
392,700
|
|
Deferred tax liability
|
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
225
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
||||
Rental income
|
|
$
|
26,252
|
|
|
—
|
|
|
Restaurant revenues
|
|
4,859
|
|
|
4,890
|
|
||
Total revenues
|
|
31,111
|
|
|
4,890
|
|
||
Operating expenses:
|
|
|
|
|
||||
General and administrative
|
|
3,317
|
|
|
—
|
|
||
Depreciation and amortization
|
|
5,187
|
|
|
212
|
|
||
Restaurant expenses
|
|
4,698
|
|
|
4,513
|
|
||
Interest expense
|
|
4,182
|
|
|
—
|
|
||
Total expenses
|
|
17,384
|
|
|
4,725
|
|
||
Income before provision for income taxes
|
|
13,727
|
|
|
165
|
|
||
Benefit from (provision for) income taxes
|
|
80,556
|
|
|
(19
|
)
|
||
Net Income
|
|
$
|
94,283
|
|
|
$
|
146
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
(Dollars in thousands)
|
|
$
|
|
% of Revenues
|
|
$
|
|
% of Revenues
|
||||||
Restaurant revenues
|
|
$
|
4,859
|
|
|
100.0
|
%
|
|
$
|
4,890
|
|
|
100.0
|
%
|
Restaurant expenses:
|
|
|
|
|
|
|
|
|
||||||
Food and beverage
|
|
1,983
|
|
|
40.8
|
%
|
|
1,951
|
|
|
39.9
|
%
|
||
Restaurant labor
|
|
1,255
|
|
|
25.8
|
%
|
|
1,293
|
|
|
26.4
|
%
|
||
Other restaurant expenses
|
|
1,557
|
|
|
32.0
|
%
|
|
1,269
|
|
|
26.0
|
%
|
||
Total restaurant expenses
|
|
4,795
|
|
|
98.7
|
%
|
|
4,513
|
|
|
92.3
|
%
|
||
Restaurant Operations, Net
|
|
$
|
64
|
|
|
|
|
$
|
377
|
|
|
|
(In thousands, except share data)
|
|
Three Months Ended March 31, 2016
|
||
Net income attributable to stockholders in accordance with GAAP
|
$
|
94,283
|
|
|
Depreciation and amortization
|
|
5,187
|
|
|
Deferred tax benefit from REIT election
|
|
(80,409
|
)
|
|
NAREIT funds from operations (FFO)
|
|
$
|
19,061
|
|
Real estate acquisition costs
|
|
—
|
|
|
Non-cash stock-based compensation
|
|
317
|
|
|
Non-cash amortization of deferred financing costs
|
|
398
|
|
|
Other non-cash interest expense
|
|
380
|
|
|
Straight-line rent
|
|
(2,595
|
)
|
|
Adjusted funds from operations (AFFO)
|
|
$
|
17,561
|
|
|
|
|
||
Fully diluted shares outstanding
|
|
59,863,804
|
|
|
|
|
|
||
FFO per diluted share
|
|
$
|
0.32
|
|
|
|
|
||
AFFO per diluted share
|
|
$
|
0.29
|
|
|
|
|
1.
|
Transaction costs incurred in connection with the acquisition of real estate investments
|
2.
|
Non-cash stock-based compensation expense
|
3.
|
Amortization of deferred financing costs
|
4.
|
Other non-cash interest expense
|
5.
|
Non-real estate depreciation
|
6.
|
Merger, restructuring and other related costs
|
7.
|
Impairment charges
|
8.
|
Amortization of capitalized leasing costs
|
9.
|
Straight-line rent revenue adjustment
|
10.
|
Amortization of above and below market leases
|
11.
|
Debt extinguishment gains and losses
|
12.
|
Recurring capital expenditures and tenant improvements
|
|
|
|
|
|
|
|
|
|
|
FOUR CORNERS PROPERTY TRUST, INC.
|
|
|
|
|
|
|
|
|
|
Dated:
|
May 11, 2016
|
By:
|
/s/ William H. Lenehan
|
|
|
|
William H. Lenehan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
May 11, 2016
|
By:
|
/s/ Gerald R. Morgan
|
|
|
|
Gerald R. Morgan
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
10.1
|
|
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).
|
10.2
|
|
Form of 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).
|
10.3
|
|
Amendment to Form of FY 2015 Restricted Stock Unit Award Agreement.
|
10.4
|
|
Amendment to Form of Restricted Stock Award Agreement
|
10.5
|
|
Amendment to Form of Performance-Based Restricted Stock Award Agreement
|
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.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
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
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
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;
|
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)) [Language omitted in accordance with SEC release No. 34-54942] for the registrant and have:
|
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;
|
b.
|
[Language omitted in accordance with SEC release No. 34-54942];
|
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
|
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
|
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):
|
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
|
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.
|
Date:
|
May 11, 2016
|
|
|
|
/s/ William H. Lenehan
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
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;
|
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)) [Language omitted in accordance with SEC release No. 34-54942] for the registrant and have:
|
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;
|
b.
|
[Language omitted in accordance with SEC release No. 34-54942];
|
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
|
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
|
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):
|
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
|
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.
|
Date:
|
May 11, 2016
|
|
|
|
/s/ Gerald R. Morgan
|
|
|
|
Chief Financial Officer
|
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.
|
Date:
|
May 11, 2016
|
|
|
|
/s/ William H. Lenehan
|
|
|
|
President and Chief Executive Officer
|
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.
|
Date:
|
May 11, 2016
|
|
|
|
/s/ Gerald R. Morgan
|
|
|
|
Chief Financial Officer
|