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.)
|
|
|
|
591 Redwood Highway, Suite 1150
Mill Valley, California
|
|
94941
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
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, 2019
(Unaudited)
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
580,580
|
|
|
$
|
569,057
|
|
Buildings, equipment and improvements
|
|
1,239,033
|
|
|
1,236,224
|
|
||
Total real estate investments
|
|
1,819,613
|
|
|
1,805,281
|
|
||
Less: Accumulated depreciation
|
|
(618,258
|
)
|
|
(614,584
|
)
|
||
Total real estate investments, net
|
|
1,201,355
|
|
|
1,190,697
|
|
||
Intangible lease assets, net
|
|
22,464
|
|
|
18,998
|
|
||
Total real estate investments and intangible lease assets, net
|
|
1,223,819
|
|
|
1,209,695
|
|
||
Cash and cash equivalents
|
|
81,013
|
|
|
92,041
|
|
||
Straight-line rent adjustment
|
|
32,501
|
|
|
30,141
|
|
||
Derivative assets
|
|
2,999
|
|
|
5,982
|
|
||
Other assets
|
|
9,225
|
|
|
5,239
|
|
||
Total Assets
|
|
$
|
1,349,557
|
|
|
$
|
1,343,098
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Long-term debt, net of deferred financing costs
|
|
$
|
616,404
|
|
|
$
|
615,892
|
|
Dividends payable
|
|
19,626
|
|
|
19,580
|
|
||
Rent received in advance
|
|
8,658
|
|
|
1,609
|
|
||
Other liabilities
|
|
15,651
|
|
|
7,053
|
|
||
Total liabilities
|
|
660,339
|
|
|
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,
68,368,264
and 68,204,045 shares issued and outstanding, respectively
|
|
7
|
|
|
7
|
|
||
Additional paid-in capital
|
|
637,117
|
|
|
639,116
|
|
||
Retained earnings
|
|
43,895
|
|
|
46,018
|
|
||
Accumulated other comprehensive income
|
|
2,341
|
|
|
5,956
|
|
||
Noncontrolling interest
|
|
5,858
|
|
|
7,867
|
|
||
Total equity
|
|
689,218
|
|
|
698,964
|
|
||
Total Liabilities and Equity
|
|
$
|
1,349,557
|
|
|
$
|
1,343,098
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenue
|
|
$
|
34,208
|
|
|
$
|
29,589
|
|
Restaurant revenue
|
|
5,393
|
|
|
5,214
|
|
||
Total revenues
|
|
39,601
|
|
|
34,803
|
|
||
Operating expenses:
|
|
|
|
|
||||
General and administrative
|
|
3,946
|
|
|
3,583
|
|
||
Depreciation and amortization
|
|
6,361
|
|
|
5,345
|
|
||
Property expenses
|
|
308
|
|
|
86
|
|
||
Restaurant expenses
|
|
4,983
|
|
|
4,870
|
|
||
Total operating expenses
|
|
15,598
|
|
|
13,884
|
|
||
Net operating income
|
|
24,003
|
|
|
20,919
|
|
||
Interest expense
|
|
(6,747
|
)
|
|
(4,855
|
)
|
||
Other income
|
|
413
|
|
|
358
|
|
||
Income tax expense
|
|
(68
|
)
|
|
(58
|
)
|
||
Net income
|
|
17,601
|
|
|
16,364
|
|
||
Net income attributable to noncontrolling interest
|
|
(98
|
)
|
|
(109
|
)
|
||
Net Income Available to Common Shareholders
|
|
$
|
17,503
|
|
|
$
|
16,255
|
|
|
|
|
|
|
||||
Basic net income per share:
|
|
$
|
0.26
|
|
|
$
|
0.27
|
|
Diluted net income per share:
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
68,202,950
|
|
|
61,291,642
|
|
||
Diluted
|
|
68,453,720
|
|
|
61,413,978
|
|
||
Dividends declared per common share
|
|
$
|
0.2875
|
|
|
$
|
0.2750
|
|
|
|
Three Months Ended
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
17,601
|
|
|
$
|
16,364
|
|
Other comprehensive (loss) income:
|
|
|
|
|
||||
Effective portion of change in fair value of derivative instruments
|
|
(3,027
|
)
|
|
5,384
|
|
||
Reclassification adjustment of derivative instruments included in net income
|
|
(609
|
)
|
|
(240
|
)
|
||
Other comprehensive (loss) income
|
|
(3,636
|
)
|
|
5,144
|
|
||
Comprehensive income
|
|
13,965
|
|
|
21,508
|
|
||
Less: comprehensive income attributable to noncontrolling interest
|
|
|
|
|
||||
Net income attributable to noncontrolling interest
|
|
98
|
|
|
109
|
|
||
Other comprehensive income attributable to noncontrolling interest
|
|
(21
|
)
|
|
34
|
|
||
Comprehensive income attributable to noncontrolling interest
|
|
77
|
|
|
143
|
|
||
Comprehensive Income Attributable to Common Shareholders
|
|
$
|
13,888
|
|
|
$
|
21,365
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Par Value
|
|||||||||||||||||||||||
Balance at December 31, 2018
|
|
68,204,045
|
|
|
$
|
7
|
|
|
$
|
639,116
|
|
|
$
|
46,018
|
|
|
$
|
5,956
|
|
|
$
|
7,867
|
|
|
$
|
698,964
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,503
|
|
|
—
|
|
|
98
|
|
|
17,601
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,615
|
)
|
|
(21
|
)
|
|
(3,636
|
)
|
||||||
Redemption of OP units
|
|
—
|
|
|
—
|
|
|
(1,180
|
)
|
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
|
(3,165
|
)
|
||||||
ATM proceeds, net of issuance costs
|
|
25,455
|
|
|
—
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
660
|
|
||||||
Dividends and distributions to equity holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,626
|
)
|
|
—
|
|
|
(101
|
)
|
|
(19,727
|
)
|
||||||
Stock-based compensation, net
|
|
138,764
|
|
|
—
|
|
|
(1,479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,479
|
)
|
||||||
Balance at March 31, 2019
|
|
68,368,264
|
|
|
$
|
7
|
|
|
$
|
637,117
|
|
|
$
|
43,895
|
|
|
$
|
2,341
|
|
|
$
|
5,858
|
|
|
$
|
689,218
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Par Value
|
|||||||||||||||||||||||
Balance at December 31, 2017
|
|
61,329,489
|
|
|
$
|
6
|
|
|
$
|
473,685
|
|
|
$
|
36,318
|
|
|
$
|
4,478
|
|
|
$
|
7,781
|
|
|
$
|
522,268
|
|
ASU 2017-12 cumulative effect adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|
467
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,255
|
|
|
—
|
|
|
109
|
|
|
16,364
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,110
|
|
|
34
|
|
|
5,144
|
|
||||||
Dividends and distributions to equity holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,855
|
)
|
|
—
|
|
|
(112
|
)
|
|
(16,967
|
)
|
||||||
Stock-based compensation, net
|
|
61,698
|
|
|
—
|
|
|
1,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,184
|
|
||||||
Balance at March 31, 2018
|
|
61,391,187
|
|
|
$
|
6
|
|
|
$
|
474,869
|
|
|
$
|
35,251
|
|
|
$
|
10,055
|
|
|
$
|
7,812
|
|
|
$
|
527,993
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows - operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
17,601
|
|
|
$
|
16,364
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
6,361
|
|
|
5,345
|
|
||
Gain on exchange of non-financial assets
|
|
—
|
|
|
(228
|
)
|
||
Amortization of financing costs
|
|
513
|
|
|
455
|
|
||
Stock-based compensation expense
|
|
1,214
|
|
|
1,184
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Derivative assets and liabilities
|
|
(4
|
)
|
|
(5
|
)
|
||
Straight-line rent adjustment
|
|
(2,359
|
)
|
|
(2,283
|
)
|
||
Rent received in advance
|
|
7,049
|
|
|
167
|
|
||
Other assets and liabilities
|
|
2,534
|
|
|
751
|
|
||
Net cash provided by operating activities
|
|
32,909
|
|
|
21,750
|
|
||
Cash flows - investing activities
|
|
|
|
|
||||
Purchases of real estate investments
|
|
(20,345
|
)
|
|
(21,050
|
)
|
||
Advance deposits on acquisition of operating real estate
|
|
86
|
|
|
(50
|
)
|
||
Cash used in investing activities
|
|
(20,259
|
)
|
|
(21,100
|
)
|
||
Cash flows - financing activities
|
|
|
|
|
||||
Net proceeds from ATM equity issuance
|
|
660
|
|
|
—
|
|
||
Payment of dividends to shareholders
|
|
(19,580
|
)
|
|
(16,843
|
)
|
||
Distributions to non-controlling interests
|
|
(101
|
)
|
|
(112
|
)
|
||
Redemption of non-controlling interests
|
|
(3,165
|
)
|
|
—
|
|
||
Employee shares withheld for taxes
|
|
(2,693
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(24,879
|
)
|
|
(16,955
|
)
|
||
Net decrease in cash and cash equivalents, including restricted cash
|
|
(12,229
|
)
|
|
(16,305
|
)
|
||
Cash and cash equivalents, including restricted cash, at beginning of period
|
|
93,242
|
|
|
69,371
|
|
||
Cash and cash equivalents, including restricted cash, at end of period
|
|
$
|
81,013
|
|
|
$
|
53,066
|
|
Supplemental disclosures:
|
|
|
|
|
||||
Interest paid
|
|
$
|
3,875
|
|
|
$
|
2,872
|
|
Income taxes paid
|
|
197
|
|
|
152
|
|
||
Operating lease payments received (lessor)
|
|
31,663
|
|
|
—
|
|
||
Operating lease payments remitted (lessee)
|
|
104
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Dividends declared but not paid
|
|
$
|
19,626
|
|
|
$
|
16,855
|
|
Change in fair value of derivative instruments
|
|
(3,632
|
)
|
|
5,149
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
81,013
|
|
|
$
|
92,041
|
|
Restricted cash (included in Other assets)
|
|
—
|
|
|
1,201
|
|
||
Total Cash, Cash Equivalents, and Restricted Cash
|
|
$
|
81,013
|
|
|
$
|
93,242
|
|
•
|
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)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
580,580
|
|
|
$
|
569,057
|
|
Buildings and improvements
|
|
1,104,428
|
|
|
1,099,591
|
|
||
Equipment
|
|
134,605
|
|
|
136,633
|
|
||
Total gross real estate investments
|
|
1,819,613
|
|
|
1,805,281
|
|
||
Less: accumulated depreciation
|
|
(618,258
|
)
|
|
(614,584
|
)
|
||
Total real estate investments, net
|
|
1,201,355
|
|
|
1,190,697
|
|
||
Intangible lease assets, net
|
|
22,464
|
|
|
18,998
|
|
||
Total Real Estate Investments and Intangible Lease Assets, Net
|
|
$
|
1,223,819
|
|
|
$
|
1,209,695
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Acquired in-place lease intangibles
|
|
$
|
23,030
|
|
|
$
|
19,079
|
|
Above-market leases
|
|
1,495
|
|
|
1,318
|
|
||
Total
|
|
24,525
|
|
|
20,397
|
|
||
Less: Accumulated amortization
|
|
(2,061
|
)
|
|
(1,399
|
)
|
||
Intangible Lease Assets, Net
|
|
$
|
22,464
|
|
|
$
|
18,998
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Below-market leases
|
|
$
|
774
|
|
|
$
|
610
|
|
Less: Accumulated amortization
|
|
(58
|
)
|
|
(33
|
)
|
||
Intangible Lease Liabilities, Net
|
|
$
|
716
|
|
|
$
|
577
|
|
(In thousands)
|
|
March 31, 2019
|
||
2019 (nine months)
|
|
$
|
2,017
|
|
2020
|
|
2,495
|
|
|
2021
|
|
2,275
|
|
|
2022
|
|
2,127
|
|
|
2023
|
|
1,799
|
|
|
2024
|
|
1,659
|
|
|
Thereafter
|
|
9,376
|
|
|
Total Future Amortization
|
|
$
|
21,748
|
|
(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
|
)
|
|
—
|
|
(In thousands)
|
|
March 31, 2019
|
||
2019 (nine months)
|
|
$
|
297
|
|
2020
|
|
397
|
|
|
2021
|
|
418
|
|
|
2022
|
|
427
|
|
|
2023
|
|
427
|
|
|
Thereafter
|
|
8,407
|
|
|
Total Payments
|
|
10,373
|
|
|
Less: Interest
|
|
(3,975
|
)
|
|
Operating Lease Liability
|
|
$
|
6,398
|
|
(In thousands)
|
|
December 31, 2018
|
||
2019
|
|
$
|
550
|
|
2020
|
|
400
|
|
|
2021
|
|
103
|
|
|
2022 and thereafter
|
|
—
|
|
|
Total Future Lease Commitments
|
|
$
|
1,053
|
|
(In thousands)
|
|
March 31, 2019
|
||
Lease revenue - operating leases
|
|
$
|
34,010
|
|
Variable lease revenue (tenant reimbursements)
|
|
198
|
|
|
Total Rental Revenue
|
|
$
|
34,208
|
|
|
|
March 31,
|
||
(In thousands)
|
|
2019
|
||
2019 (nine months)
|
|
$
|
95,546
|
|
2020
|
|
128,820
|
|
|
2021
|
|
130,243
|
|
|
2022
|
|
131,802
|
|
|
2023
|
|
133,139
|
|
|
2024
|
|
135,051
|
|
|
Thereafter
|
|
927,788
|
|
|
Total Future Minimum Lease Payments
|
|
$
|
1,682,389
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Operating lease right-of-use asset
|
|
$
|
5,685
|
|
|
$
|
—
|
|
Prepaid acquisition costs and deposits
|
|
1,363
|
|
|
1,802
|
|
||
Prepaid assets
|
|
763
|
|
|
815
|
|
||
Accounts receivable
|
|
257
|
|
|
782
|
|
||
Food and beverage inventories
|
|
164
|
|
|
183
|
|
||
Escrow deposits
|
|
—
|
|
|
1,201
|
|
||
Other
|
|
993
|
|
|
456
|
|
||
Total Other Assets
|
|
$
|
9,225
|
|
|
$
|
5,239
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Operating lease liability
|
|
$
|
6,398
|
|
|
$
|
—
|
|
Accrued interest expense
|
|
4,313
|
|
|
1,586
|
|
||
Accounts payable
|
|
1,330
|
|
|
986
|
|
||
Accrued compensation
|
|
902
|
|
|
1,714
|
|
||
Intangible lease liabilities, net
|
|
716
|
|
|
577
|
|
||
Derivative liabilities
|
|
649
|
|
|
—
|
|
||
Accrued operating expenses
|
|
244
|
|
|
486
|
|
||
Other
|
|
1,099
|
|
|
1,704
|
|
||
Total Other Liabilities
|
|
$
|
15,651
|
|
|
$
|
7,053
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
Balance Sheet Location
|
|
Fair Value at
|
|
Balance Sheet Location
|
|
Fair Value at
|
||||||||||||
(Dollars in thousands)
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||||||||||
Interest rate swaps
|
|
Derivative assets
|
|
$
|
2,999
|
|
|
$
|
5,982
|
|
|
Derivative liabilities
|
|
$
|
649
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
2,999
|
|
|
$
|
5,982
|
|
|
|
|
$
|
649
|
|
|
$
|
—
|
|
(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)
|
|
Total Amount of Interest expense Presented in the Consolidated Statements of Income
|
||||||
Three months ended March 31, 2019
|
|
$
|
(3,027
|
)
|
|
Interest expense
|
|
$
|
609
|
|
|
$
|
(6,747
|
)
|
Three months ended March 31, 2018
|
|
$
|
5,384
|
|
|
Interest expense
|
|
$
|
240
|
|
|
$
|
(4,855
|
)
|
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, 2019
|
|
$
|
649
|
|
|
$
|
—
|
|
|
$
|
649
|
|
|
$
|
(649
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Three Months Ended
March 31,
|
||||||
(In thousands except for shares and per share data)
|
|
2019
|
|
2018
|
||||
Average common shares outstanding – basic
|
|
68,202,950
|
|
|
61,291,642
|
|
||
Net effect of dilutive equity awards
|
|
250,770
|
|
|
122,336
|
|
||
Average common shares outstanding – diluted
|
|
68,453,720
|
|
|
61,413,978
|
|
||
Net income available to common shareholders
|
|
$
|
17,503
|
|
|
$
|
16,255
|
|
Basic net earnings per share
|
|
$
|
0.26
|
|
|
$
|
0.27
|
|
Diluted net earnings per share
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
(In thousands)
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
|
Performance Stock Awards
|
|
Total
|
||||||||
Unrecognized compensation cost at January 1, 2019
|
|
$
|
188
|
|
|
$
|
1,269
|
|
|
$
|
1,611
|
|
|
$
|
3,068
|
|
Equity grants
|
|
1,255
|
|
|
1,852
|
|
|
—
|
|
|
3,107
|
|
||||
Equity grant forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity compensation expense
|
|
(150
|
)
|
|
(767
|
)
|
|
(297
|
)
|
|
(1,214
|
)
|
||||
Unrecognized Compensation Cost at March, 31 2019
|
|
$
|
1,293
|
|
|
$
|
2,354
|
|
|
$
|
1,314
|
|
|
$
|
4,961
|
|
March 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
2,999
|
|
|
$
|
—
|
|
|
$
|
2,999
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
649
|
|
|
$
|
—
|
|
|
$
|
649
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
5,982
|
|
|
$
|
—
|
|
|
$
|
5,982
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
March 31, 2019
|
|
|
|
|
||||
(In thousands)
|
|
Carrying Value
(1)
|
|
Fair Value
|
||||
Term loan due 2022
|
|
$
|
150,000
|
|
|
$
|
150,984
|
|
Term loan due 2023
|
|
150,000
|
|
|
150,570
|
|
||
Term loan due 2024
|
|
100,000
|
|
|
100,390
|
|
||
Senior fixed note due June 2024
|
|
50,000
|
|
|
52,057
|
|
||
Senior fixed note due June 2027
|
|
75,000
|
|
|
79,840
|
|
||
Senior fixed note due June 2026
|
|
50,000
|
|
|
52,057
|
|
||
Senior fixed note due June 2028
|
|
50,000
|
|
|
52,632
|
|
December 31, 2018
|
|
|
|
|
||||
(In thousands)
|
|
Carrying Value
(1)
|
|
Fair Value
|
||||
Term loan due 2022
|
|
$
|
150,000
|
|
|
$
|
151,042
|
|
Term loan due 2023
|
|
150,000
|
|
|
150,651
|
|
||
Term loan due 2024
|
|
100,000
|
|
|
100,453
|
|
||
Senior fixed note due June 2024
|
|
50,000
|
|
|
50,834
|
|
||
Senior fixed note due June 2027
|
|
75,000
|
|
|
77,471
|
|
||
Senior fixed note due June 2026
|
|
50,000
|
|
|
50,533
|
|
||
Senior fixed note due June 2028
|
|
50,000
|
|
|
50,917
|
|
(In thousands)
|
|
Real Estate Operations
|
|
Restaurant Operations
|
|
Intercompany
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
|
$
|
34,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,208
|
|
Intercompany rental revenue
|
|
102
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
||||
Restaurant revenue
|
|
—
|
|
|
5,393
|
|
|
—
|
|
|
5,393
|
|
||||
Total revenues
|
|
34,310
|
|
|
5,393
|
|
|
(102
|
)
|
|
39,601
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
3,946
|
|
|
—
|
|
|
—
|
|
|
3,946
|
|
||||
Depreciation and amortization
|
|
6,224
|
|
|
137
|
|
|
—
|
|
|
6,361
|
|
||||
Property expenses
|
|
308
|
|
|
—
|
|
|
—
|
|
|
308
|
|
||||
Restaurant expenses
|
|
—
|
|
|
5,085
|
|
|
(102
|
)
|
|
4,983
|
|
||||
Total operating expenses
|
|
10,478
|
|
|
5,222
|
|
|
(102
|
)
|
|
15,598
|
|
||||
Net operating income
|
|
23,832
|
|
|
171
|
|
|
—
|
|
|
24,003
|
|
||||
Interest expense
|
|
(6,747
|
)
|
|
—
|
|
|
—
|
|
|
(6,747
|
)
|
||||
Other income
|
|
413
|
|
|
—
|
|
|
—
|
|
|
413
|
|
||||
Income tax expense
|
|
(34
|
)
|
|
(34
|
)
|
|
—
|
|
|
(68
|
)
|
||||
Net Income
|
|
$
|
17,464
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
17,601
|
|
(In thousands)
|
|
Real Estate Operations
|
|
Restaurant Operations
|
|
Intercompany
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
|
$
|
29,589
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,589
|
|
Intercompany rental revenue
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
||||
Restaurant revenue
|
|
—
|
|
|
5,214
|
|
|
—
|
|
|
5,214
|
|
||||
Total revenues
|
|
29,689
|
|
|
5,214
|
|
|
(100
|
)
|
|
34,803
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
3,583
|
|
|
—
|
|
|
—
|
|
|
3,583
|
|
||||
Depreciation and amortization
|
|
5,218
|
|
|
127
|
|
|
—
|
|
|
5,345
|
|
||||
Property expenses
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||
Restaurant expenses
|
|
—
|
|
|
4,970
|
|
|
(100
|
)
|
|
4,870
|
|
||||
Total operating expenses
|
|
8,887
|
|
|
5,097
|
|
|
(100
|
)
|
|
13,884
|
|
||||
Net operating income
|
|
20,802
|
|
|
117
|
|
|
—
|
|
|
20,919
|
|
||||
Interest expense
|
|
(4,855
|
)
|
|
—
|
|
|
—
|
|
|
(4,855
|
)
|
||||
Other income
|
|
358
|
|
|
—
|
|
|
—
|
|
|
358
|
|
||||
Income tax expense
|
|
(31
|
)
|
|
(27
|
)
|
|
—
|
|
|
(58
|
)
|
||||
Net Income
|
|
$
|
16,274
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
16,364
|
|
(In thousands)
|
|
Real Estate Operations
|
|
Restaurant Operations
|
|
Total
|
||||||
Total real estate investments
|
|
$
|
1,804,851
|
|
|
$
|
14,762
|
|
|
$
|
1,819,613
|
|
Accumulated depreciation
|
|
(613,164
|
)
|
|
(5,094
|
)
|
|
(618,258
|
)
|
|||
Total real estate investments, net
|
|
1,191,687
|
|
|
9,668
|
|
|
1,201,355
|
|
|||
Cash and cash equivalents
|
|
79,398
|
|
|
1,615
|
|
|
81,013
|
|
|||
Total assets
|
|
1,331,918
|
|
|
17,639
|
|
|
1,349,557
|
|
|||
Long-term debt, net of deferred financing costs
|
|
616,404
|
|
|
—
|
|
|
616,404
|
|
(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
|
|
•
|
621 free-standing properties located in 45 states and representing an aggregate leasable area of 4.2 million square feet;
|
•
|
99.9% occupancy (based on leasable square footage);
|
•
|
An average remaining lease term of 12.0 years (weighted by annualized base rent);
|
•
|
An average annual rent escalation of 1.5% through December 31, 2029 (weighted by annualized base rent); and
|
•
|
77% investment grade tenancy (weighted by annualized base rent).
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenue
|
|
$
|
34,208
|
|
|
$
|
29,589
|
|
Restaurant revenue
|
|
5,393
|
|
|
5,214
|
|
||
Total revenues
|
|
39,601
|
|
|
34,803
|
|
||
Operating expenses:
|
|
|
|
|
||||
General and administrative
|
|
3,946
|
|
|
3,583
|
|
||
Depreciation and amortization
|
|
6,361
|
|
|
5,345
|
|
||
Property expenses
|
|
308
|
|
|
86
|
|
||
Restaurant expenses
|
|
4,983
|
|
|
4,870
|
|
||
Total operating expenses
|
|
15,598
|
|
|
13,884
|
|
||
Net operating income
|
|
24,003
|
|
|
20,919
|
|
||
Interest expense
|
|
(6,747
|
)
|
|
(4,855
|
)
|
||
Other income
|
|
413
|
|
|
358
|
|
||
Income tax expense
|
|
(68
|
)
|
|
(58
|
)
|
||
Net income
|
|
17,601
|
|
|
16,364
|
|
||
Net income attributable to noncontrolling interest
|
|
(98
|
)
|
|
(109
|
)
|
||
Net Income Attributable to Common Shareholders
|
|
$
|
17,503
|
|
|
$
|
16,255
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
17,601
|
|
|
$
|
16,364
|
|
Depreciation and amortization on real estate investments
|
|
6,344
|
|
|
5,317
|
|
||
Realized gain on sales of real estate
|
|
—
|
|
|
—
|
|
||
Realized gain on exchange of real estate
(1)
|
|
—
|
|
|
(228
|
)
|
||
FFO (as defined by NAREIT)
|
|
$
|
23,945
|
|
|
$
|
21,453
|
|
Straight-line rent
|
|
(2,359
|
)
|
|
(2,283
|
)
|
||
Non-cash stock-based compensation
|
|
1,214
|
|
|
1,184
|
|
||
Non-cash amortization of deferred financing costs
|
|
513
|
|
|
455
|
|
||
Other non-cash interest expense
|
|
(3
|
)
|
|
(5
|
)
|
||
Non-real estate investment depreciation
|
|
17
|
|
|
13
|
|
||
Amortization of above and below market leases
|
|
12
|
|
|
15
|
|
||
Adjusted Funds from Operations (AFFO)
|
|
$
|
23,339
|
|
|
$
|
20,832
|
|
|
|
|
|
|
||||
Fully diluted shares outstanding
(2)
|
|
68,802,268
|
|
|
61,823,298
|
|
||
|
|
|
|
|
||||
FFO per diluted share
|
|
$
|
0.35
|
|
|
$
|
0.35
|
|
|
|
|
|
|
||||
AFFO per diluted share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
1.
|
Transaction costs incurred in connection with business combinations
|
2.
|
Straight-line rent revenue adjustment
|
3.
|
Non-cash 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
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
10.1
|
|
|
31 (a)
|
|
|
31 (b)
|
|
|
32 (a)
|
|
|
32 (b)
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
FOUR CORNERS PROPERTY TRUST, INC.
|
|
|
|
|
|
|
|
|
|
Dated:
|
April 25, 2019
|
By:
|
/s/ William H. Lenehan
|
|
|
|
William H. Lenehan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
April 25, 2019
|
By:
|
/s/ Gerald R. Morgan
|
|
|
|
Gerald R. Morgan
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
April 25, 2019
|
By:
|
/s/ Niccole M. Stewart
|
|
|
|
Niccole M. Stewart
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
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;
|
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:
|
April 25, 2019
|
|
|
|
/s/ William H. Lenehan
|
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
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;
|
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:
|
April 25, 2019
|
|
|
|
/s/ Gerald R. Morgan
|
|
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:
|
April 25, 2019
|
|
|
|
/s/ William H. Lenehan
|
|
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:
|
April 25, 2019
|
|
|
|
/s/ Gerald R. Morgan
|
|
Gerald R. Morgan
|
|
Chief Financial Officer
|