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Shareholder's Equity and Dividends
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Shareholder's Equity and Dividends

Note 10—Shareholders’ Equity and Dividends

Shares Outstanding

Prior to the Transactions, Falcon was a special purpose acquisition company with no operations, formed as a vehicle to affect a business combination with one or more operating businesses. After the Closing of the Transactions, the Company became a holding company whose sole material operating asset consists of its interest in Royal through its interest in OpCo.

The following table summarizes the changes in outstanding stock and warrants during the year ended December 31, 2020.

 

 

 

Class A

Common Stock

 

 

Class C

Common Stock

 

 

Warrants

 

Beginning Balance at December 31, 2019

 

 

45,963,716

 

 

 

40,000,000

 

 

 

21,249,999

 

Restricted stock grant vesting

 

 

143,466

 

 

 

-

 

 

 

-

 

Warrants exercised

 

 

1

 

 

 

-

 

 

 

(1

)

Shares outstanding at December 31, 2020

 

 

46,107,183

 

 

 

40,000,000

 

 

 

21,249,998

 

 

Preferred stock - At December 31, 2020, there were no shares of preferred stock issued or outstanding. The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

Class A Common Stock - At December 31, 2020, there were 46,107,183 shares of Class A Common Stock issued and outstanding. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. The Company is authorized to issue 240,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.

Class C Common Stock – At December 31, 2020, there were 40,000,000 shares of Class C Common Stock issued and outstanding. Class C common stock was issued to the Contributors in connection with the Transactions and are non-economic but entitled the holder to one vote per share. The Company is authorized to issue 120,000,000 shares of Class C Common Stock with a par value of $0.0001 per share.

In connection with the Transactions, the Company issued 40,000,000 OpCo Common Units to the Contributors. The OpCo Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock at the option of the holder. Upon the redemption by any Contributor of OpCo Common Units for shares of Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such Contributor will be cancelled.

Earn-Out

In addition to the above, the Contributors will be entitled to receive earn-out consideration to be paid in the form of OpCo Common Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the Class A Common Stock is $12.50 or more per share at any time within the seven years following the closing, Royal LP will receive (i) an additional 10 million OpCo Common Units (and an equivalent number of shares of Class C Common Stock), plus (ii) an amount of OpCo Common Units (and an equivalent number of shares of Class C Common Stock) equal to (x) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $0.50 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $0.50), multiplied by 10 million, (y) divided by $12.50. If the 30-Day VWAP of the Class A Common Stock is $15.00 or more per share at any time within the seven years following the closing (which $15.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $0.50 in each year between the closing and the date the earn-out is achieved, but not below $12.50), the Contributors will receive an additional 10 million OpCo Common Units (and an equivalent number of Class C Common Stock).  Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (non-controlling interest and additional-paid-in-capital).

Private Placement

In connection with the Company’s entry into the Contribution Agreement, the Company agreed to issue and sell in a private placement an aggregate of 11,480,000 shares of Class A Common Stock for a purchase price of $10.00 per share, and aggregate consideration of $114.8 million (the “Private Placement”). The Private Placement was consummated concurrently with the Closing Date and the proceeds of the Private Placement were used to fund a portion of the cash consideration paid to the Contributors.

Noncontrolling Interest

The Company owns 100% of the general partner interests and 54% of the limited partner interests of OpCo and due to the Company’s controlling interest in OpCo, OpCo is a consolidated subsidiary of the Company.  Non-controlling ownership interests in OpCo are presented in the consolidated balance sheet within shareholders’ equity as a separate component. In addition, consolidated net income includes earnings attributable to both the shareholders and the non-controlling interests. For the years ended December 31, 2020, 2019 and 2018, $10.2 million, $27.7 million, and $4.1 million, respectively, of distributions for each period have been made to non-controlling interest holders of the consolidated subsidiaries.

Cash Dividends

The table below summarizes the quarterly dividends related to the Company’s quarterly financial results (in thousands, except per unit data):

Quarter Ended

 

Total

Quarterly

Dividend

Per Share

 

 

Total Cash

Dividends

 

 

Payment Date

 

Shareholders

Record Date

December 31, 2020

 

$

0.0750

 

 

$

3,458

 

 

March 8, 2021

 

February 25, 2021

September 30, 2020

 

$

0.0650

 

 

$

2,997

 

 

December 8, 2020

 

November 24, 2020

June 30, 2020

 

$

0.0300

 

 

$

1,383

 

 

September 8, 2020

 

August 25, 2020

March 31, 2020

 

$

0.0250

 

 

$

1,150

 

 

June 8, 2020

 

May 25, 2020

December 31, 2019

 

$

0.1350

 

 

$

6,205

 

 

March 9, 2020

 

February 25, 2020

September 30, 2019

 

$

0.1350

 

 

$

6,203

 

 

December 3, 2019

 

November 20, 2019

June 30, 2019

 

$

0.1500

 

 

$

6,879

 

 

September 6, 2019

 

August 26, 2019

March 31, 2019

 

$

0.1750

 

 

$

8,026

 

 

May 29, 2019

 

May 17, 2019

December 31, 2018

 

$

0.2000

 

 

$

9,171

 

 

February 28, 2019

 

February 21, 2019

September 30, 2018(1)

 

$

0.0950

 

 

$

4,356

 

 

November 15, 2018

 

November 8, 2018

 

 

(1)

Represents the initial pro rata distribution of our quarterly dividend for the period from August 23, 2018 through September 30, 2018.