Restatement of Previously Issued Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Prior Period Adjustment [Abstract]

Consolidated Balance Sheets

Falcon Minerals Corporation
Consolidated Balance Sheet
(In thousands, except share amounts)
	December 31, 2020
	As Previously Reported		Adjustments			As Restated
Assets:
Current assets:
Cash and cash equivalents	$	2,724	$	-		$	2,724
Account receivable		5,419		-			5,419
Prepaid expenses		766		-			766
Total current assets		8,909		-			8,909
Royalty interests in oil and natural gas properties, net of accumulated amortization    of $144,445		207,505		-			207,505
Property and equipment, net of accumulated depreciation of $179		427		-			427
Deferred tax asset, net		55,773		-			55,773
Other assets		3,015		-			3,015
Total assets	$	275,629	$	-		$	275,629
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable and accrued expenses	$	1,540	$	-		$	1,540
Other current liabilities		1,557		-			1,557
Total current liabilities		3,097		-			3,097
Credit facility		39,800		-			39,800
Warrant liability		-		3,503			3,503
Other liabilities		828		-			828
Total liabilities		43,725		3,503			47,228
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none    issued and outstanding		-		-			-
Class A common stock, $0.0001 par value; 240,000,000 shares authorized;   46,107,183 shares issued and outstanding as of December 31, 2020		5		-			5
Class C common stock, $0.0001 par value; 120,000,000 shares authorized; 40,000,000    issued and outstanding as of December 31, 2020		4		-			4
Additional paid in capital		123,457		(2,404	)		121,053
Non-controlling interests		108,438		(19,801	)		88,637
Retained earnings		-		18,702			18,702
Total shareholders' equity		231,904		(3,503	)		228,401
Total liabilities, shareholders' equity	$	275,629	$	-		$	275,629

Falcon Minerals Corporation
Consolidated Balance Sheet
(In thousands, except share amounts)
	December 31, 2019
	As Previously Reported		Adjustments			As Restated
Assets:
Current assets:
Cash and cash equivalents	$	2,543	$	-		$	2,543
Account receivable		7,889		-			7,889
Prepaid expenses		1,182		-			1,182
Total current assets		11,614		-			11,614
Royalty interests in oil and natural gas properties, net of accumulated amortization    of $130,342		219,192		-			219,192
Property and equipment, net of accumulated depreciation of $75		517		-			517
Deferred tax asset, net		56,352		-			56,352
Other assets		2,530		-			2,530
Total assets	$	290,205	$	-		$	290,205
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable and accrued expenses	$	2,206	$	-		$	2,206
Other current liabilities		-		-			-
Total current liabilities		2,206		-			2,206
Credit facility		42,500		-			42,500
Warrant liability		-		8,631			8,631
Other liabilities		473		-			473
Total liabilities		45,179		8,631			53,810
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none    issued and outstanding		-		-			-
Class A common stock, $0.0001 par value; 240,000,000 shares authorized;    45,963,716 shares issued and outstanding as of December 31, 2019		5		-			5
Class C common stock, $0.0001 par value; 120,000,000 shares authorized; 40,000,000    issued and outstanding as of December 31, 2019		4		-			4
Additional paid in capital		129,127		(11,566	)		117,561
Non-controlling interests		115,890		(19,801	)		96,089
Retained earnings		-		22,736			22,736
Total shareholders' equity		245,026		(8,631	)		236,395
Total liabilities, shareholders' equity	$	290,205	$	-		$	290,205

Consolidated Statements of Operations

Falcon Minerals Corporation
Consolidated Statement of Operations
(In thousands, except share amounts)
	Year ended December 31, 2020
	As Previously Reported			Adjustments		As Restated
Revenues:
Oil and gas sales	$	40,081		$	-	$	40,081
Gain (loss) on commodity derivative instruments		(1,200	)		-		(1,200	)
Total revenue		38,881			-		38,881
Operating expenses:
Production and ad valorem taxes		2,807			-		2,807
Marketing and transportation		1,993			-		1,993
Amortization of royalty interests in oil and natural gas properties		14,103			-		14,103
General, administrative, and other		11,997			-		11,997
Total operating expenses		30,900			-		30,900
Operating income		7,981			-		7,981
Other income (expense):
Gain on the sale of assets		-			-		-
Change in fair value of warrant liability		-			5,128		5,128
Other income		125			-		125
Interest expense		(2,197	)		-		(2,197	)
Total other income (expense)		(2,072	)		5,128		3,056
Income before income taxes		5,909			5,128		11,037
Provision for income taxes		589			-		589
Income from continuing operations		5,320			5,128		10,448
Income from discontinued operations		-			-		-
Net income		5,320			5,128		10,448
Net income attributable to non-controlling interests		(2,748	)		-		(2,748	)
Net income attributable to common shareholders/unitholders	$	2,572		$	5,128	$	7,700
Earnings per common share:
Common shares - basic	$	0.05		$	0.12	$	0.17
Common shares - diluted	$	0.05		$	0.06	$	0.11
Weighted average number of shares outstanding:
Common shares - basic		46,031			-		46,031
Common shares - diluted		46,031			40,000		86,031

Falcon Minerals Corporation
Consolidated Statement of Operations
(In thousands, except share amounts)
	Year ended December 31, 2019
	As Previously Reported			Adjustments		As Restated
Revenues:
Oil and gas sales	$	68,463		$	-	$	68,463
Gain (loss) on commodity derivative instruments		-			-		-
Total revenue		68,463			-		68,463
Operating expenses:
Production and ad valorem taxes		4,262					4,262
Marketing and transportation		2,396					2,396
Amortization of royalty interests in oil and natural gas properties		12,737					12,737
General, administrative, and other		11,912					11,912
Total operating expenses		31,307			-		31,307
Operating income		37,156			-		37,156
Other income (expense):
Gain on the sale of assets		-					-
Change in fair value of warrant liability		-			6,069		6,069
Other income		165					165
Interest expense		(2,489	)				(2,489	)
Total other income (expense)		(2,324	)		6,069		3,745
Income before income taxes		34,832			6,069		40,901
Provision for income taxes		3,918					3,918
Income from continuing operations		30,914			6,069		36,983
Income from discontinued operations		-					-
Net income		30,914			6,069		36,983
Net income attributable to non-controlling interests		(16,564	)				(16,564	)
Net income attributable to common shareholders/unitholders	$	14,350		$	6,069	$	20,419
Earnings per common share:
Common shares - basic	$	0.31		$	0.13	$	0.44
Common shares - diluted	$	0.31		$	0.08	$	0.39
Weighted average number of shares outstanding:
Common shares - basic		45,893			-		45,893
Common shares - diluted		45,893			40,000		85,893

Falcon Minerals Corporation
Consolidated Statement of Operations
(In thousands, except share amounts)
	Year ended December 31, 2018
	As Previously Reported			Adjustments		As Restated
Revenues:
Oil and gas sales	$	98,655		$	-	$	98,655
Gain (loss) on commodity derivative instruments		(1,456	)		-		(1,456	)
Total revenue		97,199			-		97,199
Operating expenses:
Production and ad valorem taxes		5,143					5,143
Marketing and transportation		2,368					2,368
Amortization of royalty interests in oil and natural gas properties		16,962					16,962
General, administrative, and other		9,544					9,544
Total operating expenses		34,017			-		34,017
Operating income		63,182			-		63,182
Other income (expense):
Gain on the sale of assets		41,382					41,382
Change in fair value of warrant liability		-			27,800		27,800
Other income		46					46
Interest expense		(2,350	)				(2,350	)
Total other income (expense)		39,078			27,800		66,878
Income before income taxes		102,260			27,800		130,060
Provision for income taxes		3,292					3,292
Income from continuing operations		98,968			27,800		126,768
Income from discontinued operations		2,139					2,139
Net income		101,107			27,800		128,907
Net income attributable to non-controlling interests		(10,982	)				(10,982	)
Net income attributable to common shareholders/unitholders	$	90,125		$	27,800	$	117,925
Earnings per common share:
Common shares - basic	$	0.20		$	0.61	$	0.81
Common shares - diluted	$	0.20		$	0.33	$	0.53
Weighted average number of shares outstanding:
Common shares - basic		45,855			-		45,855
Common shares - diluted		45,855			40,000		85,855

Consolidated Statement of Cash Flows

Falcon Minerals Corporation
Consolidated Statement of Cash Flows
(In thousands, except share amounts)
	Year ended December 31, 2020
	As Previously Reported			Adjustments			As Restated
Cash flow from operating activities:
Net income	$	5,320		$	5,128		$	10,448
Adjustments to reconcile net income to net cash provided by    (used in) operating activities:
Gain on sale of assets		-						-
Unrealized (gain) loss on commodity derivative instruments		944						944
Change in fair value of warrant liability		-			(5,128	)		(5,128	)
Amortization of royalty interests in oil and natural gas properties		14,103						14,103
Amortization of right-of-use assets		492						492
Accretion of asset retirement obligation		-						-
Amortization of debt issuance costs		658						658
Deferred rent		-						-
Depreciation of property and equipment		104						104
Share based compensation		3,480						3,480
Deferred income taxes		579						579
Cash paid to settle derivatives		-						-
Changes in operating assets and liabilities								-
Accounts receivable		2,470						2,470
Prepaid expenses		416						416
Other assets		-						-
Accounts payable and accrued expenses		(553	)					(553	)
Other liabilities		(579	)					(579	)
Net cash provided by operating activities		27,434			-			27,434
Cash flows from investing activities:
Additions to oil and natural gas properties		-						-
Cash acquired in the Transactions		-						-
Proceeds from the sale of assets		-						-
Acquisition of oil and natural gas properties		(2,417	)					(2,417	)
Purchase of property and equipment		(14	)					(14	)
Net cash provided by (used in) investing activities		(2,431	)		-			(2,431	)
Cash flows from financing activities:
Distributions to partners		-						-
Distribution of subsidiaries		-						-
Contributions		-						-
Proceeds from long-term debt		10,800						10,800
Repayments of long-term debt		(13,500	)					(13,500	)
Deferred financing fees		(88	)					(88	)
Dividends paid		(11,734	)					(11,734	)
Distributions to non-controlling interests		(10,200	)					(10,200	)
Dividend equivalent rights paid		(100	)					(100	)
Net cash used in financing activities		(24,822	)		-			(24,822	)
Net increase (decrease) in cash and cash equivalents		181			-			181
Cash and cash equivalents, beginning of period		2,543						2,543
Cash and cash equivalents, end of period	$	2,724		$	-		$	2,724
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,539		$	-		$	1,539
Cash paid for income taxes		-			-			-
Non-cash investing and financing activities:
Accrued bonus paid in stock		112			-			112
Right-of-use assets obtained in exchange for operating leases		1,547			-			1,547

Falcon Minerals Corporation
Consolidated Statement of Cash Flows
(In thousands, except share amounts)
	Year ended December 31, 2019
	As Previously Reported			Adjustments			As Restated
Cash flow from operating activities:
Net income	$	30,914		$	6,069		$	36,983
Adjustments to reconcile net income to net cash provided by    (used in) operating activities:
Gain on sale of assets		-						-
Unrealized (gain) loss on commodity derivative instruments		-						-
Change in fair value of warrant liability		-			(6,069	)		(6,069	)
Amortization of royalty interests in oil and natural gas properties		12,737						12,737
Amortization of right-of-use assets		-						-
Accretion of asset retirement obligation		-						-
Amortization of debt issuance costs		643						643
Deferred rent		473						473
Depreciation of property and equipment		75						75
Share based compensation		2,548						2,548
Deferred income taxes		2,421						2,421
Cash paid to settle derivatives		-						-
Changes in operating assets and liabilities								-
Accounts receivable		3,383						3,383
Prepaid expenses		342						342
Other assets		10						10
Accounts payable and accrued expenses		1,683						1,683
Other liabilities		-						-
Net cash provided by operating activities		55,229			-			55,229
Cash flows from investing activities:
Additions to oil and natural gas properties		-						-
Cash acquired in the Transactions		-						-
Proceeds from the sale of assets		-						-
Acquisition of oil and natural gas properties		(22,761	)					(22,761	)
Purchase of property and equipment		(592	)					(592	)
Net cash provided by (used in) investing activities		(23,353	)		-			(23,353	)
Cash flows from financing activities:
Distributions to partners		-						-
Distribution of subsidiaries		-						-
Contributions		-						-
Proceeds from long-term debt		39,000						39,000
Repayments of long-term debt		(17,500	)					(17,500	)
Deferred financing fees		-						-
Dividends paid		(30,293	)					(30,293	)
Distributions to non-controlling interests		(27,703	)					(27,703	)
Dividend equivalent rights paid		(154	)					(154	)
Net cash used in financing activities		(36,650	)		-			(36,650	)
Net increase (decrease) in cash and cash equivalents		(4,774	)		-			(4,774	)
Cash and cash equivalents, beginning of period		7,317						7,317
Cash and cash equivalents, end of period	$	2,543		$	-		$	2,543
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,846		$	-		$	1,846
Cash paid for income taxes		1,260			-			1,260

Falcon Minerals Corporation
Consolidated Statement of Cash Flows
(In thousands, except share amounts)
	Year ended December 31, 2018
	As Previously Reported			Adjustments			As Restated
Cash flow from operating activities:
Net income	$	101,107		$	27,800		$	128,907
Adjustments to reconcile net income to net cash provided by    (used in) operating activities:
Gain on sale of assets		(41,382	)					(41,382	)
Unrealized (gain) loss on commodity derivative instruments		1,151						1,151
Change in fair value of warrant liability		-			(27,800	)		(27,800	)
Amortization of royalty interests in oil and natural gas properties		18,536						18,536
Amortization of right-of-use assets		-						-
Accretion of asset retirement obligation		7						7
Amortization of debt issuance costs		457						457
Deferred rent		-						-
Depreciation of property and equipment		-						-
Share based compensation		-						-
Deferred income taxes		2,285						2,285
Cash paid to settle derivatives		(1,151	)					(1,151	)
Changes in operating assets and liabilities								-
Accounts receivable		1,882						1,882
Prepaid expenses		(278	)					(278	)
Other assets		(182	)					(182	)
Accounts payable and accrued expenses		(4,399	)					(4,399	)
Other liabilities		(147	)					(147	)
Net cash provided by operating activities		77,886			-			77,886
Cash flows from investing activities:
Additions to oil and natural gas properties		(523	)					(523	)
Cash acquired in the Transactions		2,920						2,920
Proceeds from the sale of assets		121,130						121,130
Acquisition of oil and natural gas properties		(1,215	)					(1,215	)
Purchase of property and equipment		-						-
Net cash provided by (used in) investing activities		122,312			-			122,312
Cash flows from financing activities:
Distributions to partners		(143,788	)					(143,788	)
Distribution of subsidiaries		(7,125	)					(7,125	)
Contributions		(8	)					(8	)
Proceeds from long-term debt		-						-
Repayments of long-term debt		(44,000	)					(44,000	)
Deferred financing fees		-						-
Dividends paid		(4,356	)					(4,356	)
Distributions to non-controlling interests		(4,101	)					(4,101	)
Dividend equivalent rights paid		-						-
Net cash used in financing activities		(203,378	)		-			(203,378	)
Net increase (decrease) in cash and cash equivalents		(3,180	)		-			(3,180	)
Cash and cash equivalents, beginning of period		10,497						10,497
Cash and cash equivalents, end of period	$	7,317		$	-		$	7,317
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,834		$	-		$	1,834
Cash paid for income taxes		1,350			-			1,350
Non-cash investing and financing activities:
Initial valuation of warrants related to the Transactions		-			42,500			42,500
Credit facility prior to the Transactions		38,000			-			38,000
Distribution of long-term debt to non-acquired entities prior to the Transactions		31,000			-			31,000
Deferred financing fees prior to the Transactions		3,214			-			3,214
Deferred tax asset related to the Transactions		60,603			-			60,603

Statement of Shareholders' Equity and Partners' Capital

Falcon Minerals Corporation
Statement of Shareholders' Equity and Partners' Capital
(In thousands, except per share amounts)
	Class A Common Stock				Class C Common Stock
As Previously Reported	Shares		Amount		Shares		Amount		Additional Paid In Capital			Partners' Capital		Non- controlling interests			Retained Earnings			Total Stockholder's Equity
Balance at January 1, 2020		45,964	$	5		40,000	$	4	$	129,127		$	-	$	115,890		$	-		$	245,026
Vested restricted stock grants		143		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		3,592			-		-			-			3,592
Dividend equivalent rights paid		-		-		-		-		(100	)		-		-			-			(100	)
Distributions to non-controlling interests		-		-		-		-		-			-		(10,200	)		-			(10,200	)
Dividends to shareholders ($0.255 per share)		-		-		-		-		(9,162	)		-		-			(2,572	)		(11,734	)
Net income		-		-		-		-		-			-		2,748			2,572			5,320
Balance at December 31, 2020		46,107	$	5		40,000	$	4	$	123,457		$	-	$	108,438		$	-		$	231,904
Adjustments
Balance at January 1, 2020	$	-	$	-	$	-	$	-	$	(11,566	)	$	-	$	(19,801	)	$	22,736		$	(8,631	)
Vested restricted stock grants		-		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		-			-		-			-			-
Dividend equivalent rights paid		-		-		-		-		-			-		-			-			-
Distributions to non-controlling interests		-		-		-		-		-			-		-			-			-
Dividends to shareholders ($0.255 per share)		-		-		-		-		9,162			-		-			(9,162	)		-
Net income		-		-		-		-		-			-		-			5,128			5,128
Balance at December 31, 2020		-	$	-		-	$	-	$	(2,404	)	$	-	$	(19,801	)	$	18,702		$	(3,503	)
As Restated
Balance at January 1, 2020		45,964	$	5		40,000	$	4	$	117,561		$	-	$	96,089		$	22,736		$	236,395
Vested restricted stock grants		143		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		3,592			-		-			-			3,592
Dividend equivalent rights paid		-		-		-		-		(100	)		-		-			-			(100	)
Distributions to non-controlling interests		-		-		-		-		-			-		(10,200	)		-			(10,200	)
Dividends to shareholders ($0.255 per share)		-		-		-		-		-			-		-			(11,734	)		(11,734	)
Net income		-		-		-		-		-			-		2,748			7,700			10,448
Balance at December 31, 2020		46,107	$	5		40,000	$	4	$	121,053		$	-	$	88,637		$	18,702		$	228,401

Falcon Minerals Corporation
Statement of Shareholders' Equity and Partners' Capital
(In thousands, except per share amounts)
	Class A Common Stock				Class C Common Stock
As Previously Reported	Shares		Amount		Shares		Amount		Additional Paid In Capital			Partners' Capital		Non- controlling interests			Retained Earnings			Total Stockholder's Equity
Balance at January 1, 2019		45,855	$	5		40,000	$	4	$	137,866		$	-	$	127,029		$	4,810		$	269,714
Vested restricted stock grants		109		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		2,548			-		-			-			2,548
Dividend equivalent rights paid		-		-		-		-		(154	)		-		-			-			(154	)
Distributions to non-controlling interests		-		-		-		-		-			-		(27,703	)		-			(27,703	)
Dividends to shareholders ($0.66 per share)		-		-		-		-		(11,133	)		-		-			(19,160	)		(30,293	)
Net income		-		-		-		-		-			-		16,564			14,350			30,914
Balance at December 31, 2019		45,964	$	5		40,000	$	4	$	129,127		$	-	$	115,890		$	-		$	245,026
Adjustments
Balance at January 1, 2019	$	-	$	-	$	-	$	-	$	(22,699	)	$	-	$	(19,801	)	$	27,800		$	(14,700	)
Vested restricted stock grants		-		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		-			-		-			-			-
Dividend equivalent rights paid		-		-		-		-		-			-		-			-			-
Distributions to non-controlling interests		-		-		-		-		-			-		-			-			-
Dividends to shareholders ($0.66 per share)		-		-		-		-		11,133			-		-			(11,133	)		-
Net income		-		-		-		-		-			-		-			6,069			6,069
Balance at December 31, 2019		-	$	-		-	$	-	$	(11,566	)	$	-	$	(19,801	)	$	22,736		$	(8,631	)
As Restated
Balance at January 1, 2019		45,855	$	5		40,000	$	4	$	115,167		$	-	$	107,228		$	32,610		$	255,014
Vested restricted stock grants		109		-		-		-		-			-		-			-			-
Stock-based compensation		-		-		-		-		2,548			-		-			-			2,548
Dividend equivalent rights paid		-		-		-		-		(154	)		-		-			-			(154	)
Distributions to non-controlling interests		-		-		-		-		-			-		(27,703	)		-			(27,703	)
Dividends to shareholders ($0.66 per share)		-		-		-		-		-			-		-			(30,293	)		(30,293	)
Net income		-		-		-		-		-			-		16,564			20,419			36,983
Balance at December 31, 2019		45,964	$	5		40,000	$	4	$	117,561		$	-	$	96,089		$	22,736		$	236,395

Falcon Minerals Corporation
Statement of Shareholders' Equity and Partners' Capital
(In thousands, except per share amounts)
	Class A Common Stock				Class C Common Stock
As Previously Reported	Shares		Amount		Shares		Amount		Additional Paid In Capital			Partners' Capital			Non- controlling interests			Retained Earnings			Total Stockholder's Equity
Balance at January 1, 2018		-	$	-		-	$	-	$	-		$	288,528		$	629		$	-		$	289,157
Distributions to partners		-		-		-		-		-			(143,750	)		(38	)		-			(143,788	)
Net income prior to Transactions		-		-		-		-		-			80,959			115			-			81,074
Recapitalization in connection with the Transactions		45,855		5		40,000		4		137,866			(225,737	)		119,557			-			31,695
Net income post Transactions		-		-		-		-		-			-			10,867			9,166			20,033
Distributions to non-controlling interests		-		-		-		-		-			-			(4,101	)		-			(4,101	)
Dividends to shareholders ($0.095 per share)		-		-		-		-		-			-			-			(4,356	)		(4,356	)
Balance at December 31, 2018		45,855	$	5		40,000	$	4	$	137,866		$	-		$	127,029		$	4,810		$	269,714
Adjustments
Balance at January 1, 2018	$	-	$	-	$	-	$	-	$	-		$	-		$	-		$	-		$	-
Distributions to partners		-		-		-		-		-			-			-			-			-
Net income prior to Transactions		-		-		-		-		-			-			-			-			-
Recapitalization in connection with the Transactions		-		-		-		-		(22,699	)		-			(19,801	)		-			(42,500	)
Net income post Transactions		-		-		-		-		-			-			-			27,800			27,800
Distributions to non-controlling interests		-		-		-		-		-			-			-			-			-
Dividends to shareholders ($0.095 per share)		-		-		-		-		-			-			-			-			-
Balance at December 31, 2018		-	$	-		-	$	-	$	(22,699	)	$	-		$	(19,801	)	$	27,800		$	(14,700	)
As Restated
Balance at January 1, 2018		-	$	-		-	$	-	$	-		$	288,528		$	629		$	-		$	289,157
Distributions to partners		-		-		-		-		-			(143,750	)		(38	)		-			(143,788	)
Net income prior to Transactions		-		-		-		-		-			80,959			115			-			81,074
Recapitalization in connection with the Transactions		45,855		5		40,000		4		115,167			(225,737	)		99,756			-			(10,805	)
Net income post Transactions		-		-		-		-		-			-			10,867			36,966			47,833
Distributions to non-controlling interests		-		-		-		-		-			-			(4,101	)		-			(4,101	)
Dividends to shareholders ($0.095 per share)		-		-		-		-		-			-			-			(4,356	)		(4,356	)
Balance at December 31, 2018		45,855	$	5		40,000	$	4	$	115,167		$	-		$	107,228		$	32,610		$	255,014