Falcon Minerals Corp 0001703785 false --12-31 FY http://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrent http://fasb.org/us-gaap/2021-01-31#OtherCurrentLiabilitiesMember http://fasb.org/us-gaap/2021-01-31#OtherNoncurrentLiabilitiesMember 0.005 P20D P30D 0.005 0.040 0.010 4.49 5.08 55.2 65.2 0.24 0.61 6.63 12.57 P1Y7M6D P2Y4M24D 2.15 3.20 60.1 71.9 0.16 0.31 8.17 9.00 P2Y7M24D P3Y4M24D P3Y 0001703785 2021-01-01 2021-12-31 iso4217:USD 0001703785 2021-06-30 xbrli:shares 0001703785 us-gaap:CommonClassAMember 2022-03-03 0001703785 us-gaap:CommonClassCMember 2022-03-03 0001703785 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001703785 2021-12-31 0001703785 2020-12-31 0001703785 us-gaap:CommonClassAMember 2021-12-31 0001703785 us-gaap:CommonClassAMember 2020-12-31 0001703785 us-gaap:CommonClassCMember 2021-12-31 0001703785 us-gaap:CommonClassCMember 2020-12-31 iso4217:USD xbrli:shares 0001703785 2020-01-01 2020-12-31 0001703785 2019-01-01 2019-12-31 0001703785 2019-12-31 0001703785 2018-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2018-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassCMember 2018-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2018-12-31 0001703785 us-gaap:RetainedEarningsMember 2018-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2019-01-01 2019-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-12-31 0001703785 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2019-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassCMember 2019-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2019-12-31 0001703785 us-gaap:RetainedEarningsMember 2019-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2020-01-01 2020-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-12-31 0001703785 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2020-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassCMember 2020-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2020-12-31 0001703785 us-gaap:RetainedEarningsMember 2020-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassCMember 2021-01-01 2021-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0001703785 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-12-31 0001703785 us-gaap:CommonStockMember us-gaap:CommonClassCMember 2021-12-31 0001703785 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001703785 us-gaap:NoncontrollingInterestMember 2021-12-31 0001703785 us-gaap:RetainedEarningsMember 2021-12-31 0001703785 flmn:NaturalGasCollarContractsMember 2021-01-01 2021-12-31 0001703785 us-gaap:CommonClassAMember 2017-07-26 0001703785 2017-07-26 2017-07-26 0001703785 2017-07-26 0001703785 us-gaap:CommonClassAMember flmn:RoyalEntitiesMember 2021-12-31 0001703785 flmn:RoyalEntitiesMember 2021-01-01 2021-12-31 0001703785 flmn:RoyalEntitiesMember 2018-08-22 2018-08-23 0001703785 flmn:RoyalEntitiesMember srt:SubsidiariesMember 2018-08-22 2018-08-23 xbrli:pure 0001703785 us-gaap:CommonClassAMember flmn:RoyalEntitiesMember srt:SubsidiariesMember 2018-08-22 2018-08-23 flmn:Vote 0001703785 us-gaap:CommonClassCMember flmn:RoyalEntitiesMember 2018-08-23 0001703785 us-gaap:CommonClassCMember flmn:RoyalEntitiesMember 2018-08-22 2018-08-23 utr:acre 0001703785 flmn:RoyalEntitiesMember srt:SubsidiariesMember stpr:TX 2018-08-23 0001703785 flmn:RoyalEntitiesMember srt:SubsidiariesMember flmn:PennsylvaniaOhioAndWestVirginiaMember 2018-08-23 0001703785 us-gaap:OtherNoncurrentAssetsMember 2021-12-31 0001703785 us-gaap:OtherNoncurrentAssetsMember 2020-12-31 0001703785 2020-05-31 0001703785 srt:MaximumMember 2021-12-31 0001703785 srt:MaximumMember 2020-12-31 flmn:CounterParty 0001703785 us-gaap:OtherCurrentAssetsMember 2021-12-31 0001703785 us-gaap:OtherCurrentLiabilitiesMember 2021-12-31 0001703785 us-gaap:OtherCurrentAssetsMember 2020-12-31 0001703785 us-gaap:OtherCurrentLiabilitiesMember 2020-12-31 0001703785 us-gaap:NondesignatedMember 2021-01-01 2021-12-31 0001703785 us-gaap:NondesignatedMember 2020-01-01 2020-12-31 utr:MMBTU 0001703785 flmn:NaturalGasCollarContractsFirstQuarterTwoThousandAndTwentyTwoMember 2021-01-01 2021-12-31 iso4217:USD utr:MMBTU 0001703785 flmn:NaturalGasCollarContractsFirstQuarterTwoThousandAndTwentyTwoMember 2021-12-31 0001703785 flmn:FalconCreditFacilityMember 2021-12-31 0001703785 flmn:FalconCreditFacilityMember 2021-01-01 2021-12-31 0001703785 flmn:FalconCreditFacilityMember us-gaap:FederalFundsEffectiveSwapRateMember 2021-01-01 2021-12-31 0001703785 flmn:FalconCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0001703785 flmn:FalconCreditFacilityMember srt:MinimumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0001703785 flmn:FalconCreditFacilityMember srt:MaximumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0001703785 srt:MaximumMember flmn:FalconCreditFacilityMember 2021-01-01 2021-12-31 0001703785 srt:MinimumMember flmn:FalconCreditFacilityMember 2021-01-01 2021-12-31 0001703785 flmn:PublicWarrantMember 2021-01-01 2021-12-31 0001703785 us-gaap:CommonClassAMember flmn:PublicWarrantMember 2021-12-31 0001703785 flmn:PublicWarrantMember 2021-12-31 0001703785 us-gaap:CommonClassAMember srt:MinimumMember flmn:PublicWarrantMember 2021-01-01 2021-12-31 0001703785 srt:MaximumMember flmn:PublicWarrantMember 2021-01-01 2021-12-31 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2021-01-01 2021-12-31 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2021-12-31 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2019-04-01 2019-06-30 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2019-07-01 2019-09-30 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2019-06-30 0001703785 flmn:ExtraordinaryDividendsMember flmn:PublicWarrantMember 2019-09-30 0001703785 flmn:PrivatePlacementWarrantMember 2018-08-23 0001703785 flmn:PrivatePlacementWarrantMember 2021-01-01 2021-12-31 0001703785 flmn:PrivatePlacementWarrantMember 2021-12-31 0001703785 flmn:PrivatePlacementWarrantMember 2020-12-31 0001703785 flmn:PublicWarrantMember 2021-12-31 0001703785 flmn:PublicWarrantMember 2020-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MinimumMember us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MaximumMember us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MinimumMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MaximumMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001703785 srt:MinimumMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 srt:MaximumMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2018-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2019-01-01 2019-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2019-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2020-01-01 2020-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2020-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2021-01-01 2021-12-31 0001703785 us-gaap:FairValueInputsLevel3Member flmn:WarrantLiabilityMember flmn:PrivatePlacementWarrantMember 2021-12-31 0001703785 us-gaap:WarrantMember 2020-12-31 0001703785 us-gaap:CommonClassCMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember 2021-12-31 0001703785 us-gaap:CommonClassCMember flmn:DeSPACTransactionsMember 2021-12-31 0001703785 us-gaap:WarrantMember flmn:DeSPACTransactionsMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember us-gaap:CommonClassAMember flmn:DeSPACTransactionsMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember flmn:OpCoMember flmn:DeSPACTransactionsMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember us-gaap:CommonClassCMember flmn:DeSPACTransactionsMember 2021-01-01 2021-12-31 0001703785 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001703785 flmn:RoyalEntitiesMember srt:SubsidiariesMember us-gaap:WarrantMember 2021-12-31 0001703785 us-gaap:GeneralPartnerMember flmn:OpCoMember srt:SubsidiariesMember 2021-12-31 0001703785 us-gaap:LimitedPartnerMember flmn:OpCoMember srt:SubsidiariesMember 2021-12-31 0001703785 us-gaap:DividendDeclaredMember us-gaap:CommonClassAMember 2021-10-01 2021-12-31 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2021-07-01 2021-09-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2021-01-01 2021-03-31 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2020-10-01 2020-12-31 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2020-07-01 2020-09-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2020-04-01 2020-06-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2020-01-01 2020-03-31 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2019-10-01 2019-12-31 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2019-07-01 2019-09-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2019-04-01 2019-06-30 0001703785 us-gaap:DividendPaidMember us-gaap:CommonClassAMember 2019-01-01 2019-03-31 0001703785 us-gaap:DividendDeclaredMember 2021-10-01 2021-12-31 0001703785 us-gaap:DividendPaidMember 2021-07-01 2021-09-30 0001703785 us-gaap:DividendPaidMember 2021-04-01 2021-06-30 0001703785 us-gaap:DividendPaidMember 2021-01-01 2021-03-31 0001703785 us-gaap:DividendPaidMember 2020-10-01 2020-12-31 0001703785 us-gaap:DividendPaidMember 2020-07-01 2020-09-30 0001703785 us-gaap:DividendPaidMember 2020-04-01 2020-06-30 0001703785 us-gaap:DividendPaidMember 2020-01-01 2020-03-31 0001703785 us-gaap:DividendPaidMember 2019-10-01 2019-12-31 0001703785 us-gaap:DividendPaidMember 2019-07-01 2019-09-30 0001703785 us-gaap:DividendPaidMember 2019-04-01 2019-06-30 0001703785 us-gaap:DividendPaidMember 2019-01-01 2019-03-31 0001703785 us-gaap:PerformanceSharesMember 2021-12-31 0001703785 us-gaap:PerformanceSharesMember 2020-12-31 0001703785 us-gaap:PerformanceSharesMember 2021-01-01 2021-12-31 0001703785 us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001703785 us-gaap:RestrictedStockMember 2019-12-31 0001703785 us-gaap:PerformanceSharesMember 2019-12-31 0001703785 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001703785 us-gaap:RestrictedStockMember 2020-12-31 0001703785 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0001703785 us-gaap:RestrictedStockMember 2021-12-31 0001703785 us-gaap:WarrantMember 2020-01-01 2020-12-31 0001703785 us-gaap:WarrantMember 2019-01-01 2019-12-31 0001703785 us-gaap:DomesticCountryMember 2021-12-31 0001703785 us-gaap:DomesticCountryMember 2020-12-31 0001703785 flmn:FounderShareMember 2016-06-01 2016-06-30 0001703785 flmn:FounderShareMember 2017-03-01 2017-03-31 0001703785 us-gaap:OverAllotmentOptionMember flmn:FounderShareMember 2017-03-31 0001703785 flmn:FounderShareMember us-gaap:CommonClassAMember flmn:DeSPACTransactionsMember 2017-03-01 2017-03-31 0001703785 flmn:FounderShareMember 2017-03-31 0001703785 flmn:HepcoCapitalManagementLLCMember 2021-01-01 2021-12-31 0001703785 flmn:HepcoCapitalManagementLLCMember 2020-01-01 2020-12-31 0001703785 flmn:HepcoCapitalManagementLLCMember 2019-01-01 2019-12-31 0001703785 flmn:RoyalEntitiesMember flmn:MasterServiceAgreementMember 2021-01-01 2021-12-31 0001703785 flmn:RoyalEntitiesMember flmn:MasterServiceAgreementMember 2020-01-01 2020-12-31 0001703785 flmn:RoyalEntitiesMember flmn:MasterServiceAgreementMember 2019-01-01 2019-12-31 0001703785 us-gaap:CommonClassCMember flmn:MasterServiceAgreementMember flmn:RoyalEntitiesMember 2021-01-01 2021-12-31 0001703785 flmn:MasterServiceAgreementMember srt:SubsidiariesMember flmn:RoyalEntitiesMember 2021-01-01 2021-12-31 0001703785 flmn:ConocoPhillipsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001703785 flmn:ConocoPhillipsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001703785 flmn:ConocoPhillipsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001703785 flmn:EOGResourcesMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001703785 flmn:EOGResourcesMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001703785 flmn:EOGResourcesMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001703785 flmn:DevonMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001703785 flmn:DevonMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001703785 flmn:DevonMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001703785 flmn:SignificantOperatorsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001703785 flmn:SignificantOperatorsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001703785 flmn:SignificantOperatorsMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001703785 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember 2022-02-28 0001703785 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember 2022-02-28 2022-02-28 0001703785 srt:ScenarioForecastMember 2022-03-01 2022-03-31 0001703785 srt:ScenarioForecastMember flmn:FalconMineralsMember 2022-03-01 2022-03-31 0001703785 us-gaap:SubsequentEventMember us-gaap:CommonClassCMember flmn:FalconOpCoMember 2022-01-11 0001703785 us-gaap:SubsequentEventMember flmn:FalconOpCoMember 2022-01-11 2022-01-11 0001703785 us-gaap:SubsequentEventMember us-gaap:CommonClassCMember flmn:FalconOpCoMember 2022-01-11 2022-01-11 0001703785 us-gaap:SubsequentEventMember flmn:FalconOpCoMember srt:MinimumMember 2022-01-11 2022-01-11 0001703785 us-gaap:SubsequentEventMember flmn:FalconOpCoMember srt:MaximumMember 2022-01-11 2022-01-11 0001703785 2021-01-01 2021-03-31 0001703785 2021-04-01 2021-06-30 0001703785 2021-07-01 2021-09-30 0001703785 2021-10-01 2021-12-31 0001703785 2020-01-01 2020-03-31 0001703785 2020-04-01 2020-06-30 0001703785 2020-07-01 2020-09-30 0001703785 2020-10-01 2020-12-31 utr:MBbls 0001703785 srt:OilReservesMember 2018-12-31 utr:Mcf 0001703785 srt:NaturalGasReservesMember 2018-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2018-12-31 utr:MBoe 0001703785 srt:OilReservesMember 2019-01-01 2019-12-31 0001703785 srt:NaturalGasReservesMember 2019-01-01 2019-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2019-01-01 2019-12-31 0001703785 srt:OilReservesMember 2019-12-31 0001703785 srt:NaturalGasReservesMember 2019-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2019-12-31 0001703785 srt:OilReservesMember 2020-01-01 2020-12-31 0001703785 srt:NaturalGasReservesMember 2020-01-01 2020-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2020-01-01 2020-12-31 0001703785 srt:OilReservesMember 2020-12-31 0001703785 srt:NaturalGasReservesMember 2020-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2020-12-31 0001703785 srt:OilReservesMember 2021-01-01 2021-12-31 0001703785 srt:NaturalGasReservesMember 2021-01-01 2021-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2021-01-01 2021-12-31 0001703785 srt:OilReservesMember 2021-12-31 0001703785 srt:NaturalGasReservesMember 2021-12-31 0001703785 srt:NaturalGasLiquidsReservesMember 2021-12-31 flmn:Well 0001703785 us-gaap:MeasurementInputDiscountRateMember 2021-12-31 0001703785 us-gaap:MeasurementInputDiscountRateMember 2020-12-31 0001703785 us-gaap:MeasurementInputDiscountRateMember 2019-12-31 iso4217:USD utr:bbl iso4217:USD utr:Mcf

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2021

or

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

Commission file number: 001-38158

 

FALCON MINERALS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

82-0820780

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

609 Main Street, Suite 3950, Houston, TX

 

77002

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (713) 814-4657

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

FLMN

 

Nasdaq Capital Market

Warrants, each to purchase one share of Class A common stock

 

FLMNW

 

Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ☐    No  ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

  

Accelerated filer

☒

Non-accelerated filer

☐

  

Smaller reporting company

☐

Emerging growth company

☒

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☑

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting securities held by non-affiliates was approximately $255.4 million, based on the number of shares held by non-affiliates and the last reported sales price of the registrant’s Class A common stock as of that date. The registrant does not have any non-voting common stock outstanding.  

As of March 3, 2022, there were 47,061,505 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding and there were 39,387,782 shares of the registrant’s Class C common stock, par value of $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

 


 

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

1

 

 

 

GLOSSARY OF TERMS

 

2

 

 

 

Part I

 

Item 1.

 

Business

 

4

 

 

Item 1A.

 

Risk Factors

 

18

 

 

Item 1B.

 

Unresolved Staff Comments

 

37

 

 

Item 2.

 

Properties

 

37

 

 

Item 3.

 

Legal Proceedings

 

37

 

 

Item 4.

 

Mine Safety Disclosures

 

37

 

 

 

 

 

 

 

Part II

 

Item 5.

 

Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities

 

38

 

 

Item 6.

 

[Reserved]

 

39

 

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

40

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

50

 

 

Item 8.

 

Financial Statements and Supplementary Data

 

51

 

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

51

 

 

Item 9A.

 

Controls and Procedures

 

51

 

 

Item 9B.

 

Other Information

 

52

 

 

Item 9C.

 

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

52

 

 

 

 

 

 

 

Part III

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

53

 

 

Item 11.

 

Executive Compensation

 

60

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

 

64

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

66

 

 

Item 14.

 

Principal Accountant Fees and Services

 

67

 

 

 

 

 

 

 

Part IV

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

69

 

 

Item 16.

 

10-K Summary

 

71

 

 

 

 

 

 

 

SIGNATURES

 

72

 

 

 

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this Annual Report that express a belief, expectation, or intention, or that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, the factors discussed in this Annual Report, including those detailed under “Item 1A. Risk Factors” in this Annual Report, could affect our actual results and cause our actual results to differ materially from expectations, estimates or assumptions expressed, forecasted, or implied in such forward-looking statements.

Forward-looking statements may include statements about:

 

•

our ability to execute our business strategies;

 

•

changes in general economic conditions, including the material and adverse negative consequences of the COVID-19 pandemic and its unfolding impact on the global and national economy;

 

•

the actions of the Organization of Petroleum Exporting Countries (OPEC) and other significant producers and governments;

 

•

the volatility of realized oil and natural gas prices;

 

•

the level of production on our properties;

 

•

regional supply and demand factors, delays, or interruptions of production;

 

•

our ability to replace our oil and natural gas reserves;

 

•

our ability to identify, complete and integrate acquisitions of properties or businesses;

 

•

general economic, business or industry conditions;

 

•

competition in the oil and natural gas industry;

 

•

the ability of our operators to obtain capital or financing needed for development and exploration operations;

 

•

title defects in the properties in which we invest;

 

•

uncertainties with respect to identified drilling locations and estimates of reserves;

 

•

the availability or cost of rigs, equipment, raw materials, supplies, oilfield services or personnel;

 

•

restrictions on the use of water;

 

•

the availability of transportation facilities;

 

•

the ability of our operators to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals;

 

•

federal and state legislative and regulatory initiatives relating to hydraulic fracturing;

 

•

future operating results;

 

•

risk related to our hedging activities;

 

•

exploration and development drilling prospects, inventories, projects, and programs;

 

•

operating hazards faced by our operators; and

 

•

the ability of our operators to keep pace with technological advancements.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

1

 

 

GLOSSARY OF TERMS

Adjusted EBITDA:    Represents net income before interest expense, income taxes and depreciation and amortization expense, as further adjusted for other non-cash charges and other charges that are not reflective of our ongoing operations. Adjusted EBITDA is not a presentation made in accordance with GAAP. Please see the reconciliation of Adjusted EBITDA to net income in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Results of Operations—Adjusted EBITDA.”

Barrel or bbl:  Stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons.

BOE:  One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.

BOE/d:  BOE per day.

British Thermal Unit or Btu:  The quantity of heat required to raise the temperature of one pound of water by one-degree Fahrenheit.

Completion:  The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

Condensate:  Liquid hydrocarbons associated with the production that is primarily natural gas.

Crude oil:  Liquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources.

Developed acreage: Acreage allocated or assignable to productive wells.  

Differential:  An adjustment to the price of oil and natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.  

GAAP:  Generally accepted accounting principles in the United States.

Gross acres or gross wells:  The total acres or wells, as the case may be, in which an overriding, royalty or mineral interest is owned.

MBbls:  Thousand barrels of crude oil or other liquid hydrocarbons.

MBOE:  One thousand BOE.

Mcf:  Thousand cubic feet of natural gas.

Mineral interests:  The interests in ownership of the resource and mineral rights, giving an owner the right to profit from the extracted resources.  

MMBtu:  Million British Thermal Units.

MMcf:  Million cubic feet of natural gas.

Net royalty acres: Gross acreage multiplied by the net royalty interest.  

NGLs:  Natural gas liquids.

Prospect:  A specific geographic area which, based on supporting geological, geophysical, or other data and preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

Proved reserves:  The estimated quantities of oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.

2

 

PUD:  Proved undeveloped, used to characterize reserves.

Reserves:  The estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits required to implement the project. Reserves are not assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Reservoir:  A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.

Royalty interest:  An interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development.

SEC:  U.S. Securities and Exchange Commission.

Undeveloped acreage: Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and natural gas regardless of whether such acreage contains proved reserves.


3

 

 

Unless the context clearly indicates otherwise, references in this Annual Report on Form 10-K to “Falcon,” the “Company,” “we,” “our,” “us” or similar terms refer to Falcon Minerals Corporation and its subsidiaries.  

PART I

ITEM 1.BUSINESS

Corporate History

Falcon (formerly named Osprey Energy Acquisition Corp.) was a blank check company, incorporated in Delaware in June 2016. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or assets.

On August 23, 2018 (the “Closing Date”), the Company completed the acquisition of the equity interests (the “Equity Interests”) in certain of the subsidiaries (the “Royal Entities”) of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”). The acquisition was made pursuant to the Contribution Agreement, dated as of June 3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C. (“Royal GP”) and the Contributors. The acquisition of the Royal Entities pursuant to the Contribution Agreement is referred to as the “Business Combination” and the Business Combination together with the other transactions contemplated by the Contribution Agreement are referred to herein as the “deSPAC Transactions.”

Pursuant to the Contribution Agreement, on the Closing Date, the Company contributed cash to Falcon Minerals Operating Partnership, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“OpCo”), in exchange for (a) a number of OpCo Common Units representing limited partnership interests in OpCo (the “OpCo Common Units”) equal to the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), outstanding as of the Closing Date and (b) a number of OpCo warrants exercisable for OpCo Common Units equal to the number of the Company’s warrants outstanding as of the Closing Date. The Company controls OpCo through Falcon Minerals GP, LLC, a Delaware limited liability company, a wholly owned subsidiary of the Company and the sole general partner of OpCo .

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 deSPAC Transactions on the Closing Date and the proceeds of the Private Placement were used to fund a portion of the cash consideration paid to the Contributors.

On the Closing Date, Falcon completed the acquisition of the Equity Interests and in return the Contributors received (i) $400 million of cash and (ii) 40 million OpCo Common Units. The Company also issued to the Contributors 40 million shares of non-economic Class C common stock of the Company, which entitles each holder to one vote per share. The OpCo Common Units are redeemable on a one-for-one basis for shares of Class A common stock at the option of the Contributors. Upon the redemption by any Contributor of OpCo Common Units for Class A common stock, a corresponding number of shares of Class C common stock held by such Contributor will be cancelled.   

In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from “Osprey Energy Acquisition Corp.” to “Falcon Minerals Corporation”. The Company is now structured as an “Up-C,” meaning that substantially all the assets of the Company are held by OpCo, and the Company’s only operating asset is its equity interest in OpCo. Each OpCo Common Unit, together with one share of Class C common stock, is exchangeable for one share of Class A common stock at the option of the holder pursuant to the terms of the Company’s and OpCo’s organizational documents, subject to certain restrictions.

Our Business

We were formed to own and acquire royalty interests, mineral interests, non-participating royalty interest and overriding royalty interests, or ORRIs (collectively, “Royalties”), in oil and natural gas properties in North America, substantially all of which are located in the Eagle Ford Shale. These Royalties entitle the holder to a portion of the production of oil and natural gas from the underlying acreage at the sales price received by the operator, net of any applicable post-production expenses and taxes. The holder of these interests has no obligation to fund exploration and development costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life, which we believe results in low breakeven costs. As such, we have historically operated with high cash margins, converting a large percentage of revenue to free cash flow, the majority of which can be distributed to our shareholders. 

As of December 31, 2021, our assets consisted of Royalties underlying approximately 256,000 gross unit acres (approximately 2,670 net royalty acres not normalized to 1/8th) that are concentrated in what we believe is the “core-of-the-core” of the liquids-rich condensate region of the Eagle Ford Shale in Karnes, DeWitt, and Gonzales Counties, Texas. In all three of these counties, we also have substantial exposure to the Austin Chalk and Upper Eagle Ford formations (this overlapping acreage is included in the 256,000 gross unit acres), which have experienced increased horizontal development activity, in addition to the more established and historically developed Lower Eagle Ford formation. We believe that the wells and remaining drilling locations on the properties underlying our assets are among the most economic in North America, with operator break-even oil prices under $35 per barrel. In addition, our assets include Royalties related to approximately 95,000 gross unit acres in the Appalachian region, including Pennsylvania, West Virginia,

4

 

and Ohio. Our acreage was extensively delineated by 2,827 producing wells as of December 31, 2021, of which 2,328 are located in Karnes, DeWitt, and Gonzales Counties, providing extensive subsurface data control and substantial confidence on individual well initial production rates, production profiles and estimated ultimate recoveries (“EURs”). The average net daily production attributable to our net royalty interests was 4,438 BOE/d (47% oil) for the year ended December 31, 2021.  This includes Eagle Ford production of 3,553 BOE/d (58% oil).  

The Eagle Ford Shale is the one of the largest oil field in North America and is one of the lowest-cost and most active unconventional shale trends. It has a world-class aerial extent that covers approximately 13 million surface acres and has extensive data control as a result of more than 18,000 producing horizontal wells. The Eagle Ford has top-tier single-well economics, is operated by premier oil and gas companies, and has access to abundant offtake infrastructure in close proximity to the U.S. Gulf Coast. In recent years, the entire Eagle Ford Shale play has undergone a technical transformation largely driven by utilization of modern drilling and completion techniques, resulting in improved oil and gas sectional recoveries, enhanced production rates, EURs, well economics and increased activity by operators. Our acreage is located in what we believe is the “core-of-the-core” of the Eagle Ford Shale and is characterized by high oil and liquids content and low finding and development costs as well as positive differentials that drive attractive economics to operators relative to other unconventional basins. We believe these factors make the development of our underlying acreage commercially viable and highly attractive in lower commodity price environments. Approximately 89% of our Eagle Ford and Austin Chalk acreage is operated by ConocoPhillips (“ConocoPhillips”), EOG Resources, Inc. (“EOG”), and Devon Energy Corporation (“Devon”) through a joint venture. 

Our revenues are primarily derived from royalty payments we receive from our operators based on the sale of oil and natural gas production, as well as the sale of natural gas liquids that are extracted from natural gas during processing. For the year ended December 31, 2021, our revenues were derived 69% from oil and condensate sales, 19% from natural gas sales, 10% from natural gas liquid sales and 2% from lease bonuses. For the year ended December 31, 2020 our revenues were derived 75% from oil and condensate sales, 18% from natural gas sales, and 7% from natural gas liquid sales. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. Oil, natural gas and NGL prices have historically been volatile, and from time to time the Company may utilize commodity derivative instruments to mitigate the given price risk associated with its operations. 

Our Properties

Our assets consist of Royalties related to 559 drilling units, concentrated in what we believe is the “core-of-the-core” of the Eagle Ford Shale as well as the Marcellus Shale and Point Pleasant formations. As of December 31, 2021, these interests entitled us to receive an average royalty of 1.25% from the producing wells on the acreage underlying our Royalties, with no additional future capital or operating expenses required. As of December 31, 2021, there were 2,827 wells producing on this acreage, and average net production for the year ended December 31, 2021 was approximately 4,438 BOE/d. In addition, there were 81 horizontal wells in various stages of completion. As of December 31, 2021, there were 72 additional permits outstanding for undrilled wells or wells currently being drilled on the acreage underlying our Royalties.

Comparison of Types of Interests

Mineral Interest. Mineral interests are perpetual real property rights of the owner to exploit, mine, and/or produce any or all of the minerals lying below the surface of the property. The holder of a mineral interest has the right to lease the minerals to a working interest holder pursuant to an oil and gas lease. 

Royalty Interest. Royalty interests generally result when the owner of a mineral interest leases the underlying minerals to a working interest holder pursuant to an oil and gas lease. Typically, the resulting royalty interest is a cost-free percentage of production revenues for minerals extracted from the acreage. Holders of royalty interests are generally not responsible for capital expenditures or lease operating expenses, but may be responsible for certain post-production expenses, and typically have limited environmental liability. Royalty interests expire upon the expiration of the oil and gas lease. 

Non-Participating Royalty Interest (“NPRI”). NPRI is an interest in oil and gas production that is created from the mineral estate.  The NPRI is expense-free, bearing no operational costs of production. The term “non-participating” indicates that the interest owner does not share in the bonus, rentals from a lease, nor the right to participate in the execution of oil and gas leases. 

Overriding Royalty Interest (“ORRIs”). ORRIs are created by carving out the right to receive royalties from a working interest. Like royalty interests, ORRIs do not confer an obligation to make capital expenditures or pay for lease operating expenses and have limited environmental liability, however ORRIs may be calculated net of post-production expenses, depending on how the ORRI is structured. ORRIs that are carved out of working interests are linked to the same underlying oil and gas lease that created the working interest, and therefore, such ORRIs are typically subject to expiration upon the expiration or termination of the oil and gas lease.

Working Interest. Working interest holders have the rights to extract minerals from acreage leased pursuant to an oil and gas lease from a mineral interest holder. Holders of working interests are responsible for their pro rata share of capital expenditures and lease operating expenses, but holders of working interests only receive revenues after distributions have first been made to holders of royalty interests and ORRIs. Working interests expire upon the termination or expiration of the underlying oil and gas lease. 

5

 

Our Relationship with Royal Resources, L.P.

Our largest shareholder is Royal, which was formed by a subsidiary of The Blackstone Group L.P. (“Blackstone”) in 2011.  We were formed pursuant to the deSPAC Transactions through which Blackstone (through its ownership of Royal) has retained a significant ownership stake in us, representing approximately 41% of our voting interests through Royal’s ownership of our Class C common stock.  Pursuant to the Contribution Agreement, Blackstone also has the right to nominate six out of nine members of our Board of Directors. Falcon performs certain managerial operations for Royal with respect to assets that Royal owns that were not contributed to Falcon under a Master Services Agreement (“MSA”).  Under the MSA, Falcon is paid approximately $0.1 million per year, plus reimbursement of certain out of pocket expenses and an allocated amount of certain third-party costs.  See also, Part I, Item 1, Business, Corporate History.

Recent Developments

On January 11, 2022, Falcon, OpCo, Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of OpCo (“Merger Sub”), and DPM HoldCo, LLC, a Delaware limited liability company (“Desert Peak”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions in the Merger Agreement, Merger Sub will merge with and into Desert Peak (the “Merger”), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of OpCo.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger (the “Merger Effective Time”), the limited liability company interests in Desert Peak (the “DPM Membership Units”) issued and outstanding immediately prior to the Merger Effective Time will be converted into the right to receive an aggregate of (a) 235,000,000 shares of Class C common stock, (b) 235,000,000 OpCo Common Units and (c) additional shares of Falcon Class C common stock (and a corresponding number of OpCo Common Units) equal to (i) the sum of (x) the difference between $140,000,000 and the Sierra Net Debt (as defined in the Merger Agreement) plus (y) the amount by which the Indebtedness (as defined in the Merger Agreement) for borrowed money of Falcon and its subsidiaries exceeds $45,000,000 as of immediately prior to the Merger Effective Time divided by (ii) $5.15 (collectively, the “Merger Consideration”).

Completion of the Merger is subject to certain customary conditions, including, among others, the following: (a) the affirmative vote of the holders of at least (i) a majority of the votes cast at Falcon’s stockholder meeting (the “Falcon Stockholder Meeting”) on the approval of the issuance of the Merger Consideration (the “Stock Issuance Proposal”) and (ii) a majority of the voting power of the outstanding capital stock of Falcon entitled to vote on the approval of the adoption of certain amendments to Falcon’s certificate of incorporation providing for a reverse stock split of the Class C common stock and the Class A common stock prior to the Merger Effective Time, at a ratio of four to one (the “Falcon Reverse Stock Split” and, together with the Stock Issuance Proposal, the “Required Falcon Stockholder Proposals”); (b) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement (the “Transactions”); (c) approval for listing on the Nasdaq Capital Market of the Class A common stock issuable upon exchange of the Merger Consideration; (d) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Transactions, and any commitment to, or agreement (including any timing agreement) with, any government entity to delay the consummation of, or not to close before a certain date, the Transactions; (e) the effectiveness of the Falcon Reverse Stock Split and the adoption of a reverse unit split of the OpCo Common Units prior to the Merger Effective Time, at a ratio of four to one; (f) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (g) compliance by each party in all material respects with its covenants included in the Merger Agreement; (h) each of the Registration Rights Agreement (as defined in the Merger Agreement) and the Director Designation Agreement (as defined in the Merger Agreement) being in full force and effect; and (i) the Available Liquidity (as defined in the Merger Agreement) is no less than $65,000,000 and the Sierra Net Debt is not in excess of $140,000,000.

OIL AND NATURAL GAS DATA

Reserves Presentation

The reserves estimates as of December 31, 2021 and 2020, shown herein, have been independently evaluated by Ryder Scott Company, L.P. (“RSC”).  RSC was founded in 1937 and for over 80 years has provided worldwide services to the petroleum industry including but not limited to the issuance of reserve reports and audits, appraisals of oil and gas properties, enhanced recovery services, expert witness testimony, and management services under the Texas Board of Professional Engineers Registration No. F-1580.  Within RSC, the technical person primarily responsible for preparing the estimates set forth in the RSC summary reserves report incorporated herein was Ali A. Porbandarwala, P.E.  Mr. Porbandarwala, a Licensed Professional Engineering in the State of Texas (License No. 107652) has been practicing consulting petroleum engineering at RSC since 2008 and has over twenty years of industry experience.  Mr. Porbandarwala earned a Bachelor of Science degree in Chemical Engineering from The University of Kansas in 2001 and a Masters in Business Administration from The University of Texas at Austin in 2007 and is a licensed Professional Engineer in the State of Texas.  As technical principal, Mr. Porbandarwala meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum

6

 

Engineers and is proficient in judiciously applying industry standard practices to engineering evaluations as well as applying SEC and other industry reserves definitions and guidelines. RSC does not own an interest in us or any of our properties, nor is it employed by us on a contingent basis. A copy of RSC’s estimated proved reserve report as of December 31, 2021 is incorporated by reference herein to Exhibit 99.1 to this Annual Report.

Proved Reserves

Evaluation and Review of Reserves

Our historical reserve estimates as of December 31, 2021 and 2020 were prepared by RSC. A reserve audit is not the same as a financial audit and is less vigorous in nature than an independent reserve report where the independent reserve engineer determines the reserves on its own.

Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible–from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations–prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of our proved reserves as of December 31, 2021 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (1) performance-based methods, (2) volumetric-based methods and (3) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. The proved reserves for our properties were estimated by performance methods, analogy, or a combination of both methods. Approximately 90% of the proved producing reserves attributable to producing wells were estimated by performance methods. These performance methods include, but may not be limited to, decline curve analysis, which utilized extrapolations of available historical production and pressure data. The remaining 10% of the proved producing reserves were estimated by analogy, or a combination of performance and analogy methods. The analogy method was used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate. All proved developed non-producing and undeveloped reserves were estimated by the analogy method.

To estimate economically recoverable proved reserves and related future net cash flows, RSC considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical, and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves included production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

Our petroleum engineers work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate our proved reserves relating to our assets. Our internal technical team members met with our independent reserve engineers periodically during the period covered by the reserve report to discuss the assumptions and methods used in the proved reserve estimation process. We provide historical information to the independent reserve engineers for our properties such as ownership interest, oil, and gas production, well test data, commodity prices and operating and development costs. The Vice President–Reservoir Engineering is primarily responsible for overseeing the preparation of all of our reserve estimates. The Vice President–Reservoir Engineering is a petroleum engineer with over 14 years of reservoir and operations experience. Our technical staff uses historical information for our properties such as ownership interest, oil, and gas production, well test data, commodity prices, and operating and development costs.

The preparation of our proved reserve estimates are completed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

 

•

review and verification of historical production data, which data is based on actual production as reported by our operators;

 

•

preparation of reserve estimates by the Vice President–Reservoir Engineering or under his direct supervision;

 

•

review by the Vice President–Reservoir Engineering of all of our reported proved reserves at the close of each quarter, including the review of all significant reserve changes and all new proved undeveloped reserves additions;

 

•

direct reporting responsibilities by the Vice President–Reservoir Engineering to the Chief Operating Officer;

 

•

verification of property ownership by our land department; and

 

•

no employee’s compensation is tied to the amount of reserves booked.

7

 

 

The following table presents our estimated net proved oil and natural gas reserves as of December 31, 2021 and 2020 based on the reserve reports prepared by RSC. Each reserve report has been prepared in accordance with the rules and regulations of the SEC. All of our proved reserves included in the reserve reports are located in the continental United States.  

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

Estimated proved developed reserves:

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

2,738

 

 

 

3,291

 

Natural gas (MMcf)

 

 

19,098

 

 

 

19,755

 

Natural gas liquids (MBbls)

 

 

1,183

 

 

 

1,164

 

Total (MBOE) (1)

 

 

7,104

 

 

 

7,747

 

Estimated proved undeveloped reserves:

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

5,025

 

 

 

6,451

 

Natural gas (MMcf)

 

 

24,339

 

 

 

28,781

 

Natural gas liquids (Bbls)

 

 

1,059

 

 

 

1,022

 

Total (MBOE) (1)

 

 

10,141

 

 

 

12,270

 

Estimated net proved reserves:

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

7,763

 

 

 

9,742

 

Natural gas (MMcf)

 

 

43,437

 

 

 

48,536

 

Natural gas liquids (MBbls)

 

 

2,242

 

 

 

2,186

 

Total (MBOE) (1)

 

 

17,245

 

 

 

20,017

 

Percent proved developed

 

 

41.19

%

 

 

38.70

%

PV-10 of proved reserves (in millions) (2)

 

$

371.9

 

 

$

255.5

 

 

 

(1)

Estimates of reserves as of December 31, 2021 were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the year ended December 31, 2021 in accordance with revised SEC rules and regulations applicable to reserve estimates as of the end of such period. The unweighted arithmetic average first day of the month prices were $66.56 per Bbl for oil and $3.60 per Mcf for natural gas at December 31, 2021. The unweighted arithmetic average first day of the month prices were $39.57 per Bbl for oil and $1.99 per Mcf for natural gas at December 31, 2020.  The price per Bbl for natural gas liquids was modeled as a percentage of oil price, which was derived from historical accounting data. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. The reserve estimates represent Royalties in our properties. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

 

(2)

In this Annual Report, we have disclosed our PV-10 based on our reserve report. PV-10 represents the period end present value of estimated future cash inflows from our natural gas and crude oil reserves, less production costs, discounted at 10% per annum to reflect timing of future cash flows and using SEC pricing requirements in effect at the end of the period. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. PV-10 differs from standardized measure because it does not include the effects of income taxes. Neither PV-10 nor standardized measure represents an estimate of fair market value of our natural gas and oil properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of estimated reserves held by companies without regard to the specific tax characteristics of such entities.

As of December 31, 2021, our historical proved developed reserves totaled 2,738 MBbls of oil, 19,098 MMcf of natural gas and 1,183 MBbls of natural gas liquids, for a total of 7,104 MBOE. Of the total proved developed reserves, 99% are producing and the remaining 1% are from wells that have been stimulated but are not yet producing hydrocarbons.

The foregoing reserves are all located within the continental United States. Reserve engineering is a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices, and future production rates and costs. See “Risk Factors” in this Annual Report. We have not filed any estimates of total, proved net oil or natural gas reserves with any federal authority or agency other than the SEC.

8

 

Proved Undeveloped Reserves

As of December 31, 2021, our historical proved undeveloped reserves totaled 5,025 MBbls of oil, 24,339 MMcf of natural gas and 1,059 MBbls of natural gas liquids, for a total of 10,141 MBOE. PUD reserves will be converted from undeveloped to developed as the applicable wells begin production.

During the year ended December 31, 2021, our PUD reserves changed due to:

 

•

the conversion of 628 MBOE of PUD reserves into PDP and PNP reserves;

 

•

net negative revisions of 1,569 MBOE as a result of the removal of certain locations to the drilling schedule as part of a revised development plan;

 

•

positive revisions of 34 MBOE as a result of higher commodity prices and type curve changes; and

 

•

positive revisions of 33 MBOE as a result of acquisitions.

In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, all of our PUD drilling locations are scheduled to be drilled prior to the end of December 2026. This development schedule is based on an 81 well inventory waiting to be brought online, 72 permits that identify activity and continued PUD conversion based on historical drilling activity and the publicly announced capital expenditure plans of our operators. As an owner of Royalties and not working interests, we are not required to make capital expenditures and did not make capital expenditures to convert PUD reserves from undeveloped to developed.

Identification of Drilling Locations

Our identification of drilling locations is based on specifically identified locations on our leasehold acreage based on our assessment of current geoscientific, engineering, land, well-spacing and historic production profile information derived from state agencies and public statements by our operators on the acreage underlying our interests. These drilling locations are identified on a detailed map and allocated a reserve profile and identifier. Further, RSC reviewed and confirmed our drilling locations in estimating our PUD reserves in connection with the preparation of our reserve report as of December 31, 2021. We update and revise our drilling locations on a periodic basis as our assessment of the information described above changes.

Production and Price History

The following table sets forth information regarding our net production of oil, natural gas, and natural gas liquids, substantially all of which is from the Eagle Ford Shale region in South Texas, and certain price and cost information for each of the periods indicated:

 

9

 

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Production Data:

 

 

 

 

 

 

 

 

 

 

 

 

Eagle Ford Shale:

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls)

 

 

753,248

 

 

 

826,122

 

 

 

876,140

 

Natural gas (Bbls)

 

 

328,653

 

 

 

425,005

 

 

 

358,804

 

Natural gas liquids (Bbls)

 

 

215,046

 

 

 

224,985

 

 

 

276,656

 

Combined volumes (BOE)

 

 

1,296,947

 

 

 

1,476,112

 

 

 

1,511,600

 

Average daily combined volume (BOE/d)

 

 

3,553

 

 

 

4,033

 

 

 

4,141

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls)

 

 

756,236

 

 

 

835,545

 

 

 

879,288

 

Natural gas (Bbls)

 

 

633,515

 

 

 

588,025

 

 

 

598,019

 

Natural gas liquids (Bbls)

 

 

230,093

 

 

 

247,536

 

 

 

296,813

 

Combined volumes (BOE)

 

 

1,619,844

 

 

 

1,671,106

 

 

 

1,774,120

 

Average daily combined volume (BOE/d)

 

 

4,438

 

 

 

4,566

 

 

 

4,861

 

% Oil

 

 

47

%

 

 

50

%

 

 

50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Average sales prices:

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls)

 

$

66.39

 

 

$

35.84

 

 

$

59.85

 

Natural gas (Mcf)

 

$

3.59

 

 

$

2.01

 

 

$

2.62

 

Natural gas liquids (Bbls)

 

$

30.52

 

 

$

12.28

 

 

$

15.45

 

Combined per (BOE)

 

$

43.75

 

 

$

23.98

 

 

$

37.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Costs ($/BOE):

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

$

2.43

 

 

$

1.68

 

 

$

2.40

 

Gathering and transportation expense

 

$

1.08

 

 

$

1.19

 

 

$

1.35

 

General and administrative

 

$

8.72

 

 

$

7.18

 

 

$

6.71

 

Interest expense, net

 

$

1.19

 

 

$

1.31

 

 

$

1.40

 

Depletion

 

$

9.40

 

 

$

8.44

 

 

$

7.18

 

 

Producing Wells

As of December 31, 2021, we owned Royalties in 2,827 producing wells located on the acreage in which we had an interest. The following table provides detailed information relating to our producing wells:

 

 

 

Gross Producing Wells

 

 

Net Producing Wells

 

Oil

 

 

2,328

 

 

 

29

 

Natural Gas

 

 

499

 

 

 

6

 

Total

 

 

2,827

 

 

 

35

 

 

Acreage

The following tables set forth information as of December 31, 2021 relating to total gross and net acreage in the units associated with Royalties owned by us:

 

Basin

 

Gross Developed

Acreage (1)

 

 

Gross Undeveloped

Acreage (2)

 

 

Total Gross

Acreage

 

Eagle Ford Shale

 

 

93,120

 

 

 

91,433

 

 

 

184,553

 

Marcellus Shale and Point Pleasant

 

 

39,920

 

 

 

34,649

 

 

 

74,569

 

Total

 

 

133,040

 

 

 

126,082

 

 

 

259,122

 

 

Basin

 

Net Developed

Acreage (1)

 

 

Net Undeveloped

Acreage (2)

 

 

Total Net

Acreage

 

Eagle Ford Shale

 

 

1,144

 

 

 

1,526

 

 

 

2,670

 

Marcellus Shale and Point Pleasant

 

 

540

 

 

 

990

 

 

 

1,530

 

Total

 

 

1,684

 

 

 

2,516

 

 

 

4,200

 

10

 

 

 

(1)

Developed acres are acres spaced or assigned to productive wells and do not include undrilled acreage held by production under the terms of the lease.  The value provided is for horizontal wells only and are based on 40 acres per well in the Eagle Ford Shale and 80 acres per well in the Marcellus Shale and Point Pleasant formation for wells drilled as of December 31, 2021.  

(2)

Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves.  

Drilling Results

As of December 31, 2021, our operators associated with Royalties had 81 wells in the process of drilling, completing, or dewatering or shut-in awaiting infrastructure that are not reflected in the table below. The following table sets forth, for the periods indicated below, the number of net productive and dry wells completed, regardless of when drilling was initiated. The information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation among the number of productive wells drilled, quantities of reserves found or economic value.

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Development:

 

 

 

 

 

 

 

 

 

 

 

 

Productive

 

 

224

 

 

 

139

 

 

 

194

 

Dry

 

 

-

 

 

 

-

 

 

 

-

 

 

Competition

The oil and natural gas business is highly competitive in the exploration for and acquisition of reserves, the acquisition of minerals and oil and natural gas leases, and personnel required to find and produce reserves. Many companies not only explore for and produce oil and natural gas, but also conduct midstream and refining operations and market petroleum and other products on a regional, national, or worldwide basis. Certain of our competitors may possess financial or other resources substantially larger than we possess. Our ability to acquire additional minerals and properties and to discover reserves in the future will be dependent upon our ability to identify and evaluate suitable acquisition prospects and to consummate transactions in a highly competitive environment. Oil and natural gas products compete with other sources of energy available to customers, primarily based on price. These alternate sources of energy include coal, nuclear, solar, and wind. Changes in the availability or price of oil and natural gas or other sources of energy, as well as business conditions, conservation, legislation, regulations, and the ability to convert to alternate fuels and other sources of energy may affect the aggregate demand for oil and natural gas over time. 

Seasonal Nature of Business

Generally, demand for oil increases during the summer months and decreases during the winter months while natural gas decreases during the summer months and increases during the winter months. Certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. Seasonal weather conditions and lease stipulations can limit drilling and producing activities and other oil and natural gas operations in a portion of our operating areas. These seasonal anomalies can pose challenges for our operators in meeting well drilling objectives and can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay operations.

Regulation

The following disclosure describes regulation more directly associated with operators of oil and natural gas properties, including our current operators, and other owners of working interests in oil and natural gas properties. To the extent we elect in the future to engage in the exploration, development and production of oil and natural gas properties, we would be directly subject to the same regulations described below.

Oil and natural gas operations are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. This legislation and regulation affecting the oil and natural gas industry is under constant review for amendment or expansion. Some of these requirements carry substantial penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases the cost of doing business.

Environmental Matters

Oil and natural gas exploration, development and production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of the environment or occupational health and safety. Numerous federal, state, and local governmental agencies, such as the Environmental Protection Agency (“EPA”), issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for non-compliance. These laws and regulations may require the acquisition of a permit before drilling

11

 

commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit construction or drilling activities on certain lands lying within wilderness, wetlands, ecologically sensitive and other protected areas, require action to prevent or remediate pollution from current or former operations, such as plugging abandoned wells or closing earthen pits, result in the suspension or revocation of necessary permits, licenses and authorizations, require that additional pollution controls be installed and impose substantial liabilities for pollution resulting from operations. The strict and joint and several liability nature of such laws and regulations could impose liability upon responsible parties (including the operators of the acreage underlying our Royalties) regardless of fault. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, hydrocarbons, or other waste products into the environment. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly pollution control or waste handling, storage, transport, disposal, or cleanup requirements could materially adversely affect Falcon’s business and prospects.

Waste Handling

The Resource Conservation and Recovery Act, as amended (“RCRA”), and comparable state statutes and regulations promulgated thereunder, affect oil and natural gas exploration, development, and production activities by imposing requirements regarding the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non- hazardous wastes. With federal approval, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Although most wastes associated with the exploration, development, and production of oil and natural gas are exempt from regulation as hazardous wastes under RCRA, these wastes typically constitute “solid wastes” that are subject to less stringent non-hazardous waste requirements. However, it is possible that RCRA could be amended or the EPA or state environmental agencies could adopt policies to require oil and natural gas exploration, development, and production wastes to become subject to more stringent waste handling requirements. Any changes in the laws and regulations could have a material adverse effect on our operators’ capital expenditures and operating expenses, which in turn could affect production from our properties and adversely affect our business and prospects.

Remediation of Hazardous Substances

The Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), also known as the “Superfund” law, and analogous state laws, generally impose strict and joint and several liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination, and those persons that disposed or arranged for the disposal of the hazardous substance at the facility. Under CERCLA and comparable state statutes, persons deemed “responsible parties” may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In addition, the risk of accidental spills or releases could expose the operators of the acreage underlying Falcon’s Royalties to significant liabilities that could have a material adverse effect on the operators’ businesses, financial condition, and results of operations. Liability for any contamination under these laws could require the operators of the acreage underlying Falcon’s Royalties to make significant expenditures to investigate and remediate such contamination or attain and maintain compliance with such laws and may otherwise have a material adverse effect on their results of operations, competitive position, or financial condition.

Water Discharges

 The Federal Water Pollution Control Act of 1972, also known as the “Clean Water Act” (“CWA”), the Safe Drinking Water Act (“SDWA”), the Oil Pollution Act (“OPA”), and analogous state laws and regulations promulgated thereunder impose restrictions and strict controls regarding the unauthorized discharge of pollutants, including produced waters and other gas and oil wastes, into navigable waters of the United States, as well as state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or the state. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. In June 2015, the EPA and the U.S. Army Corps of Engineers (the “Corps”) published a final rule attempting to clarify the federal jurisdictional reach over waters of the United States (“WOTUS”). Following the change in U.S. Presidential Administrations, there have been several attempts to modify or eliminate this rule. In January 2020, the EPA and Corps replaced the WOTUS rule adopted in 2015 with the narrower Navigable Waters Protection Rule, and litigation ensued. In August 2021, a federal judge in the District of Arizona struck down the Navigable Waters Protection Rule. Soon after, the Biden administration and the Corps announced that they have stopped enforcing the Navigable Waters Protection Rule nationwide and that they are reverting back to the 1986 WOTUS definition. In November 2021, the EPA and Corps issued prepublication notice of a proposed rule to revise the definition of “waters of the United States” to put back into place the pre-2015 definition, updated to reflect consideration of Supreme Court decisions, including the Supreme Court’s April 2020 decision holding that, in certain cases, discharges from a point source to groundwater could fall within the scope of the CWA and require a permit. In January 2022, the Supreme Court agreed to hear a case regarding the jurisdictional reach of

12

 

WOTUS.  Therefore, the scope of jurisdiction under the CWA is uncertain at this time, and any increase in scope could result in increased costs or delays with respect to obtaining permits for certain activities for our operators. In addition, spill prevention, control, and countermeasure plan requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture, or leak. The EPA has also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain individual permits or coverage under general permits for storm water discharges.     

The OPA is the primary federal law for oil spill liability. The OPA contains numerous requirements relating to the prevention of and response to petroleum releases into waters of the United States, including the requirement that operators of offshore facilities and certain onshore facilities near or crossing waterways must develop and maintain facility response contingency plans and maintain certain significant levels of financial assurance to cover potential environmental cleanup and restoration costs. The OPA subjects owners of facilities to strict, joint, and several liability for all containment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costs of responding to a release of oil into surface waters.

In addition, the SDWA grants the EPA broad authority to take action to protect public health when an underground source of drinking water is threatened with pollution that presents an imminent and substantial endangerment to humans, which could result in orders prohibiting or limiting the operations of oil and natural gas production facilities. The EPA has asserted regulatory authority pursuant to the SDWA’s Underground Injection Control (“UIC”) program over hydraulic fracturing activities involving the use of diesel fuel in fracturing fluids and issued guidance covering such activities. The SDWA also regulates saltwater disposal wells under the UIC Program. Recent concerns related to the operation of saltwater disposal wells and induced seismicity have led some states to impose limits on the total volume of produced water such wells can dispose of, order disposal wells to cease operations, or limit the construction of new wells. For example, the Railroad Commission of Texas (the “TRRC”) recently issued a notice to operators in the Midland area to reduce daily injection volumes following multiple earthquakes above a 3.5 magnitude over an 18-month period. The notice also required disposal well operators to provide injection data to TRRC staff to further analyze seismicity in the area. These seismic events have also resulted in environmental groups and local residents filing lawsuits against operators in areas where the events occur seeking damages and injunctions limiting or prohibiting saltwater disposal well construction activities and operations. A lack of saltwater disposal wells in production areas could result in increased disposal costs for our operators if they are forced to transport produced water by truck, pipeline, or other method over long distances, or force them to curtail operations.

Noncompliance with the Clean Water Act, SDWA, or the OPA may result in substantial administrative, civil, and criminal penalties, as well as injunctive obligations, all of which could affect production from our properties and adversely affect our business and prospects.

Air Emissions

The federal Clean Air Act (“CAA”) and comparable state laws and regulations regulate emissions of various air pollutants through the issuance of permits and the imposition of other requirements. The EPA has developed, and continues to develop, stringent regulations governing emissions of air pollutants at specified sources. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to obtain additional permits and incur capital costs in order to remain in compliance. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard, (“NAAQS”) for ozone from 75 to 70 parts per billion for both the 8-hour primary and secondary standards, and the agency completed attainment/non-attainment designations in July 2018. State implementation of the revised NAAQS could result in stricter permitting requirements, delay, or prohibit the ability of our operators to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. Separately, in June 2016, the EPA finalized rules regarding criteria for aggregating multiple small surface sites into a single source for air-quality permitting purposes applicable to the oil and natural gas industry. This rule could cause small facilities, on an aggregate basis, to be deemed a major source, thereby triggering more stringent air permitting processes and requirements. These laws and regulations may increase the costs of compliance for oil and natural gas producers and impact production on our properties, and federal and state regulatory agencies can impose administrative, civil, and criminal penalties for non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations. Moreover, obtaining or renewing permits has the potential to delay the development of oil and natural gas exploration and development projects. All of these factors could impact production on our properties and adversely affect our business and results of operations.

Climate Change

The threat of climate change continues to attract considerable attention in the United States and in foreign countries, numerous proposals have been made and could continue to be made at the international, national, regional, and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHGs”) as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our operators are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHGs.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, the current administration has highlighted addressing climate change as a priority and has issued several executive orders addressing climate change, including one that calls for substantial action on climate change, such as the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across

13

 

government agencies and economic sectors. Moreover, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources and require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States. The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. The current administration has also issued an executive order calling for the suspension, revision, or rescission, of a September 2020 rule rescinding certain methane standards and removing transmission and storage segments from the source category for certain regulations, and the reinstatement or issuance of methane emissions standards for new, modified, and existing oil and gas facilities. In response, the U.S. Congress has approved, and President Biden has signed into law, a resolution under the Congressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards. In November 2021, as required by President Biden’s executive order, the EPA proposed new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound emissions from new and existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments. The EPA hopes to finalize such standards by the end of 2022.

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, the United Nations-sponsored “Paris Agreement,” requires member states to submit non-binding, individually determined reduction goals every five years after 2020. Although the United States had withdrawn from the Paris Agreement, President Biden has recommitted the United States and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. In November 2021, the international community gathered again in Glasgow at the 26th Conference to the Parties on the UN Framework Convention on Climate Change (“COP26”), during which multiple announcements were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs. Relatedly, the United States and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector. Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including climate-change-related pledges made by some candidates now in political office. These have included promises to limit emissions and curtail certain production of oil and natural gas. The current administration’s January 2021 climate change executive order directed the Secretary of the Interior to pause new oil and natural gas leasing on public lands and in offshore waters pending completion of a comprehensive review of the federal permitting and leasing practices. A federal district court judge in Louisiana issued a nationwide preliminary injunction in June 2021, effectively preventing the Biden administration from implementing the pause of new oil and natural gas leases on federal lands and waters and forcing the lease sale.  In November 2021, the U.S. Department of the Interior released its “Report On The Federal Oil And Gas Leasing Program,” which assessed the current state of oil and gas leasing on federal lands and proposed several reforms, including raising royalty rates and implementing stricter standards for entities seeking to purchase oil and gas leases. Recently, in January 2022, a federal district court judge in Washington, DC vacated the results of the federal government’s Lease Sale 257, effectively canceling the sale, on the grounds that the federal government failed to consider foreign consumption of oil and natural gas from its greenhouse gas emissions analysis.  In February 2022, a federal district court judge in Louisiana blocked the Biden Administration’s method of calculating the social costs associated with greenhouse gases, and specifically blocked federal agencies from considering the findings from the White House Interagency Working Group, which had been tasked with devising new metrics based on the Obama-era calculations.  In response, also in February 2022, the Biden administration asked the court to stay the injunction and announced that it would be suspending or delaying new federal oil and gas leases.  These recent developments and the Biden administration’s and certain federal courts’ focus on the climate change impacts of federal projects could result in significant changes to the federal oil and gas leasing program in the future.  Restrictions surrounding onshore drilling, onshore federal lease availability, and restrictions on the ability to obtain required permits, could have a material adverse impact on our operators and, in turn, our operations.

Other actions that could be pursued by the current administration may include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, as well as more restrictive GHG emission limitations for oil and gas facilities. Litigation risks are also increasing as a number of cities and other local governments have sought to bring suit against the largest oil and natural gas companies in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose such impacts to their investors or customers.

There are also increasing financial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. Additionally, financial institutions may be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. The Federal Reserve recently joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector.

Limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay, or cancellation of drilling programs or development or production activities.

14

 

The adoption and implementation of new or more stringent international, federal, or state legislation, regulations, or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce the profitability of our interests. Additionally, political, litigation, and financial risks may result in our oil and natural gas operators restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of our interests. One or more of these developments could have a material adverse effect on our business, financial condition, or results of operation.

Regulation of Hydraulic Fracturing

Our operators engage in hydraulic fracturing, a common practice that is used to stimulate production of hydrocarbons from tight formations, including shales. The process involves the injection of water, sand, and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and natural gas commissions, but recently the EPA and other federal agencies have asserted jurisdiction over certain aspects of hydraulic fracturing. For example, the EPA issued effluent limitation guidelines in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.

In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. The EPA has not proposed to take any action in response to the report’s findings.

Several states where we own interests in oil and gas producing properties, have adopted regulations that could restrict or prohibit hydraulic fracturing in certain circumstances or require the disclosure of the composition of hydraulic-fracturing fluids. For example, Texas has imposed certain limits on the permitting or operation of disposal wells in areas with increased instances of induced seismic events. Recently, the TRRC issued a notice to operators in the Midland area to reduce daily injection volumes following multiple earthquakes above a 3.5 magnitude over an 18-month period. The notice also required disposal well operators to provide injection data to TRRC staff to further analyze seismicity in the area. These existing or any new legal requirements establishing seismic permitting requirements or similar restrictions on the construction or operation of disposal wells for the injection of produced water likely will result in added costs to comply and affect our operators’ rate of production, which in turn could have a material adverse effect on our results of operations and financial position. In addition to state laws, local land use restrictions, such as city ordinances, may restrict or prohibit the performance of well drilling in general or hydraulic fracturing in particular.

We cannot predict what additional state or local requirements may be imposed in the future on oil and gas operations in the states in which we own interests. In the event state, local, or municipal legal restrictions are adopted in areas where our operators conduct operations, our operators may incur substantial costs to comply with these requirements, which may be significant in nature, experience delays, or curtailment in the pursuit of exploration, development, or production activities and perhaps even be precluded from the drilling of wells.

There has been increasing public controversy regarding hydraulic fracturing with regard to increased risks of induced seismicity, the use of fracturing fluids, impacts on drinking water supplies, use of water, and the potential for impacts to surface water, groundwater, and the environment generally. A number of lawsuits and enforcement actions have been initiated across the country implicating hydraulic-fracturing practices. If new laws or regulations are adopted that significantly restrict hydraulic fracturing, those laws could make it more difficult or costly for our operators to perform fracturing to stimulate production from tight formations. In addition, if hydraulic fracturing is further regulated at the federal or state level, fracturing activities on our properties could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements, and also to attendant permitting delays and potential increases in costs. Legislative changes could cause operators to incur substantial compliance costs. At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal or state legislation governing hydraulic fracturing.

Endangered Species Act

Some of the operations on acreage underlying our Royalties may be located in areas that are designated as habitats for endangered or threatened species under the Endangered Species Act. In February 2016, the U.S. Fish and Wildlife Service published a final policy that alters how it identifies critical habitat for endangered and threatened species. However, the Biden administration published two rules in October 2021 that reversed changes made by the Trump administration, namely to the definition of “habitat” and to a policy that made it easier to exclude territory from critical habitat. A critical habitat designation could result in further material restrictions to federal and private land use and could delay or prohibit land access or development. Moreover, the U.S. Fish and Wildlife Service continues to make listing decisions and critical habitat designations where necessary, including for over 250 species as required under a 2011 settlement approved by the U.S. District Court for the District of Columbia, and many hundreds of additional anticipated listing decisions have already been identified beyond those recognized in the 2011 settlement. The designation of previously unprotected species as being endangered or threatened, if located in the areas where we have Royalties, could cause the operators of the operations

15

 

on the acreage underlying our Royalties to incur additional costs or become subject to operating restrictions in areas where the species are known to exist.

Other Regulation of the Oil and Natural Gas Industry

The oil and natural gas industry is extensively regulated by numerous federal, state and local authorities. Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, both federal and state, are authorized by statute to issue rules and regulations that are binding on the oil and natural gas industry and its individual members, some of which carry substantial penalties for failure to comply. Although the regulatory burden on the oil and natural gas industry increases the cost of doing business, these burdens generally do not affect the Company any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities, and locations of production.

The availability, terms and cost of transportation significantly affect sales of oil and natural gas. The interstate transportation and sale for resale of oil and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage, and various other matters, primarily by the Federal Energy Regulatory Commission (“FERC”). Federal and state regulations govern the price and terms for access to oil and natural gas pipeline transportation. FERC’s regulations for interstate oil and natural gas transmission in some circumstances may also affect the intrastate transportation of oil and natural gas.

Although oil and natural gas prices are currently unregulated, Congress historically has been active in the area of oil and natural gas regulation. The Company cannot predict whether new legislation to regulate oil and natural gas might be proposed, what proposals, if any, might actually be enacted by Congress or the various state legislatures, and what effect, if any, the proposals might have on Falcon’s operations. Sales of condensate and oil and natural gas liquids are not currently regulated and are made at market prices.

Drilling and Production

The operations of the Company’s operators are subject to various types of regulation at the federal, state, and local level. These types of regulation include requiring permits for the drilling of wells, drilling bonds and reports concerning operations. The state, and some counties and municipalities, in which the Company operates also regulate one or more of the following: 

 

•

the location of wells;

 

•

the method of drilling and casing wells;

 

•

the timing of construction or drilling activities, including seasonal wildlife closures;

 

•

the rates of production or “allowables”;

 

•

the surface use and restoration of properties upon which wells are drilled;

 

•

the plugging and abandoning of wells; and

 

•

notice to, and consultation with, surface owners and other third parties.

State laws regulate the size and shape of drilling and spacing units or proration units governing the pooling of oil and natural gas properties. Some states allow forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce the Company’s interest in the unitized properties. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibit the venting or flaring of natural gas and impose requirements regarding the ratability of production. These laws and regulations may limit the amount of oil and natural gas that the Company’s operators can produce from our wells or limit the number of wells or the locations at which operators can drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, natural gas, and natural gas liquids within its jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation, but we cannot assure you that they will not do so in the future. The effect of such future regulations may be to limit the amounts of oil and natural gas that may be produced from our wells, negatively affect the economics of production from these wells or to limit the number of locations operators can drill.

Federal, state, and local regulations provide detailed requirements for the abandonment of wells, closure or decommissioning of production facilities and pipelines and for site restoration in areas where the operators of the acreage underlying our Royalties operate. The U.S. Army Corps of Engineers and many other state and local authorities also have regulations for plugging and abandonment, decommissioning and site restoration. Although the U.S. Army Corps of Engineers does not require bonds or other financial assurances, some state agencies and municipalities do have such requirements.

Natural Gas Sales and Transportation

Historically, federal legislation and regulatory controls have affected the price and marketing of natural gas. FERC has jurisdiction over the transportation and sale for resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of

16

 

1938 (“NGA”) and the Natural Gas Policy Act of 1978. Since 1978, various federal laws have been enacted which have resulted in the complete removal of all price and non-price controls for sales of domestic natural gas sold in “first sales.” Under the Energy Policy Act of 2005, FERC has substantial enforcement authority to prohibit the manipulation of natural gas markets and enforce its rules and orders, including the ability to assess substantial civil penalties.

FERC also regulates interstate natural gas transportation rates and service conditions and establishes the terms under which our operators may use interstate natural gas pipeline capacity, which affects the marketing of natural gas that our operators produce, as well as the revenues our operators receive for sales of natural gas and release of natural gas pipeline capacity. Commencing in 1985, FERC promulgated a series of orders, regulations and rule makings that significantly fostered competition in the business of transporting and marketing gas. Today, interstate pipeline companies are required to provide nondiscriminatory transportation services to producers, marketers, and other shippers, regardless of whether such shippers are affiliated with an interstate pipeline company. FERC’s initiatives have led to the development of a competitive, open access market for natural gas purchases and sales that permits all purchasers of natural gas to buy gas directly from third-party sellers other than pipelines. However, the natural gas industry historically has been very heavily regulated; therefore, we cannot guarantee that the less stringent regulatory approach currently pursued by FERC and Congress will continue indefinitely into the future nor can we determine what effect, if any, future regulatory changes might have on our natural gas-related activities.

Under FERC’s current regulatory regime, transmission services must be provided on an open-access, nondiscriminatory basis at cost-based rates or at market-based rates if the transportation market at issue is sufficiently competitive. Gathering service, which occurs upstream of jurisdictional transmission services, is regulated by the states onshore and in-state waters. Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by FERC as a natural gas company under the NGA. Although its policy is still in flux, FERC has in the past reclassified certain jurisdictional transmission facilities as non-jurisdictional gathering facilities, which has the tendency to increase our operators’ costs of transporting gas to point-of-sale locations.

Oil Sales and Transportation

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.

Crude oil sales are affected by the availability, terms, and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act and intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any materially different way than such regulation will affect the operations of our competitors.

Further, interstate, and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by portioning provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to our operators to the same extent as to the Company or their competitors.

State Regulation

Texas regulates the drilling for, and the production, gathering and sale of, oil and natural gas, including imposing severance taxes and requirements for obtaining drilling permits. Texas currently imposes a 4.6% severance tax on the market value of oil production and a 7.5% severance tax on the market value of natural gas production. States also regulate the method of developing new fields, the spacing and operation of wells and the prevention of waste of oil and natural gas resources. States may regulate rates of production and may establish maximum daily production allowables from oil and natural gas wells based on market demand or resource conservation, or both. States do not regulate wellhead prices or engage in other similar direct economic regulation, but we cannot assure you that they will not do so in the future. The effect of these regulations may be to limit the amount of oil and natural gas that may be produced from our wells and to limit the number of wells or locations our operators can drill.

The petroleum industry is also subject to compliance with various other federal, state, and local regulations and laws. Some of those laws relate to resource conservation and equal employment opportunity. We do not believe that compliance with these laws will have a material adverse effect on us.

Human Capital

Overview and Structure. We consider our workforce to be our most important asset, and we have sought to structure our hiring practices, compensation and benefits programs, and employee practices to attract and retain high-quality personnel and to provide a comfortable and collegial work environment. We continue to invest in our employees by providing training opportunities, promoting

17

 

diversity and inclusion, and maintaining focus on corporate ethics. We are managed and operated by the executive officers of our Company and our Board of Directors oversees the management of the Company.

Headcount. We rely principally on full-time employees but use independent contractors as needed to assist with special projects. As of December 31, 2021, the Company had 11 full-time employees and one contractor. None of Falcon’s employees are represented by labor unions or covered by any collective bargaining agreements.

Recruiting. As a small, tight-knit community, our employees have broad responsibilities, and we encourage continuing development in their careers. When new opportunities arise within our organization, we may look within our organization for talent to fill those needs, ask for referrals from our team (who understand the diverse skill sets, high energy and forward-thinking attitude that contributes to delivering exceptional results), or work with recruiters who specialize in the areas of our vacancies.

Compensation. As part of our efforts to hire and retain highly qualified employees, we have structured compensation and benefits programs that, we believe, are extremely competitive and reward outstanding performance. In addition to the incentive programs in place for our named executive officers, which are described in detail in our proxy statement, we have structured an incentive bonus program for non-officer employees that is dependent on an employee’s individual performance and our performance as a company. Our employees also receive restricted-share and performance-unit awards to encourage retention and align compensation with our company performance.

Healthcare and Other Benefits. We provide a robust suite of benefits to our employees covering all aspects of life, including 401(k) matching, medical-insurance options, and programs to encourage and support the whole person, including physical, mental and emotional, financial, social, career, and community service initiatives.

Facilities

Our executive offices are located at 609 Main Street, Suite 3950, Houston, TX 77002.   We have additional leased office space in New York, NY and Philadelphia, PA. Our Philadelphia, PA office is shared with Hepco Capital Management, LLC (“Hepco”), which Company executive Jeffrey Brotman is also a director and officer of.  The related cost of our shared office is proportionately shared between the Company and Hepco.  We believe that these facilities are adequate for our current operations.

Available Information

We maintain an Internet website at www.falconminerals.com.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge on the Investor Relations page of our website at www.falconminerals.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or connected to, our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report that we file with or furnish to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

ITEM 1A.

RISK FACTORS

 

The following risk factors apply to our business and operations. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition, and prospects. You should carefully consider the following risk factors in addition to the other information included in this annual report, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with our financial statements and notes to the financial statements included herein.

 

Risks Related to Our Business

 

A majority of our revenues are derived from royalty payments that are based on the price at which oil, natural gas and natural gas liquids produced from the underlying acreage is sold. The volatility of these prices due to factors beyond our control greatly affects our business, financial condition, and results of operations.

 

Our revenues, operating results and the carrying value of our oil and natural gas properties depend significantly upon the prevailing prices for oil and natural gas. Oil and natural gas are commodities, and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, oil and natural gas prices have been volatile, and they are likely to remain volatile due to a variety of additional factors that are beyond our control, including: 

 

•

worldwide and regional economic conditions affecting the global supply of and demand for oil and natural gas;

 

•

global or national health concerns, including the outbreak of pandemic or contagious disease, such as the current coronavirus situation, which may reduce demand for oil and gas because of reduced global or national economic activity;

 

 

•

the level of prices and expectations about future prices of oil and natural gas;

18

 

 

 

 

•

political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia;

 

 

•

the level of global oil and natural gas exploration and production;

 

 

•

the cost of exploring for, developing, producing, and delivering oil and natural gas;

 

 

•

the price and quantity of foreign imports and U.S. exports of oil, natural gas and NGLs;

 

 

•

increases or decreases in U.S. domestic production;

 

•

the availability of storage for hydrocarbons;

 

 

•

the ability of members of the OPEC to agree to and maintain oil price and production controls;

 

 

•

risk related to our hedging activities;

 

 

•

the level of consumer product demand;

 

 

•

weather conditions and other natural disasters;

 

 

•

risks associated with operating drilling rigs;

 

 

•

technological advances affecting energy consumption;

 

 

•

domestic and foreign governmental regulations and taxes;

 

•

the continued threat of terrorism, cyberattacks and the impact of military and other action, including the military conflict in Ukraine;

 

 

•

the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation facilities; and

 

 

•

the price and availability of competitors’ supplies of oil and natural gas and alternative fuels.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil and natural gas price movements with any certainty. Any substantial decline in the price of oil and natural gas will likely have a material adverse effect on our financial condition and results of operations. 

In addition, lower oil and natural gas prices may also reduce the amount of oil and natural gas that can be produced economically by our operators. This may result in having to make substantial downward adjustments to our estimated proved reserves. Our operators could also determine during periods of low commodity prices to shut in or curtail production from wells on the properties underlying its royalties. In addition, they could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Specifically, they may abandon any well if they reasonably believe that the well can no longer produce oil or natural gas in commercially paying quantities thereby potentially causing some or all of the underlying oil and gas lease to expire along with our royalties therein.

Our hedging activities could result in financial losses and reduce earnings.

To achieve a more predictable cash flow and to reduce our exposure to adverse fluctuations in the prices of oil and natural gas, we currently have entered, and may in the future enter, into derivative contracts for a portion of our future oil and natural gas production, including fixed price swaps, collars, and basis swaps. We have not designated and do not plan to designate any of our derivative contracts as hedges for accounting purposes and, as a result, record all derivative contracts on our balance sheet at fair value with changes in fair value recognized in current period earnings. Accordingly, our earnings may fluctuate significantly as a result of changes in the fair value of our derivative contracts. Derivative contracts also expose us to the risk of financial loss in some circumstances, including when:

 

•

production is less than expected;

 

•

the counterparty to the derivative contract defaults on its contract obligation;

 

•

the actual differential between the underlying price in the derivative contract, or

 

•

actual prices received are materially different from those expected.

In addition, these types of derivative contracts can limit the benefit we would receive from increases in the prices for oil and natural gas.

We depend on three third-party operators for substantially all of the exploration and production on the properties underlying our royalties. Substantially all of our revenue is derived from royalty payments made by these operators. Therefore, any reduction in production from the wells drilled on our acreage by these operators or the failure of our operators to adequately and efficiently develop and operate our acreage could have a material adverse effect on our revenues, financial condition and results of operations. None of the operators of the properties underlying our royalties are contractually obligated to undertake any development activities, so any development and production activities will be subject to their discretion.

19

 

Because we depend on third-party operators for all of the exploration, development, and production on our properties, we have no control over the operations related to our properties. For the year ended December 31, 2021, we received approximately 47%, 19%, and 15% of our revenue from ConocoPhillips, EOG, and Devon, respectively. The failure of the aforementioned operators to adequately or efficiently perform operations or an operator’s failure to act in ways that are in our best interests could reduce production and revenues. Further, none of the operators of the properties underlying our royalties are contractually obligated to undertake any development activities, so any development and production activities will be subject to their reasonable discretion. The success and timing of drilling and development activities on the properties underlying our royalties, therefore, depends on a number of factors that will be largely outside of our control, including:

 

 

•

the ability of our operators to access capital;

 

 

•

the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

 

 

•

the operators’ expertise, operating efficiency, and financial resources;

 

 

•

approval of other participants in drilling wells;

 

 

•

the selection of technology;

 

 

•

the selection of counterparties for the sale of production; and

 

 

•

the rate of production of the reserves.

 

The third-party operators may elect not to undertake development activities, or may undertake such activities in an unanticipated fashion, which may result in significant fluctuations in our revenues, financial condition, and results of operations. If reductions in production by the operators are implemented on the properties underlying our royalties and sustained, our revenues may also be substantially affected. Additionally, if an operator were to experience financial difficulty, the operator might not be able to pay its royalty payments or continue its operations, which could have a material adverse impact on us.

 

The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures from our operators than we or they currently anticipate.

 

As of December 31, 2021, 58.8% of our total estimated proved reserves were proved undeveloped reserves and may not be ultimately developed or produced by our operators. Recovery of proved undeveloped reserves requires significant capital expenditures and successful drilling operations by our operators. The reserve data included in the reserve report of our independent petroleum engineer assume that substantial capital expenditures by our operators are required to develop such reserves. We cannot be certain that the estimated costs of the development of these reserves are accurate, that our operators will develop the properties underlying our royalties as scheduled or that the results of such development will be as estimated. Delays in the development of our reserves, increases in costs to drill, and develop such reserves or decreases in commodity prices will reduce the future net revenues of our estimated proved undeveloped reserves and may result in some projects becoming uneconomical for our operators. In addition, delays in the development of reserves could force us to reclassify certain of our proved reserves as unproved reserves.

 

Our producing properties are located predominantly in the Eagle Ford Shale region of South Texas, making us vulnerable to risks associated with operating in a single geographic area. In addition, we have a large amount of proved reserves attributable to a single producing horizon within this area.

 

The majority of our properties are geographically concentrated in Karnes, DeWitt, and Gonzales Counties in the Eagle Ford Shale region of South Texas. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays, or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, availability of equipment, facilities, personnel or services market limitations or interruption of the processing or transportation of crude oil, natural gas, or natural gas liquids. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the Eagle Ford Shale region, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions. Due to the concentrated nature of our properties, they could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could have a material adverse effect on our financial condition and results of operations.

  

 

Our success depends on finding or acquiring additional reserves, and our operators developing those additional reserves.

 

Our future success depends upon our ability to acquire additional oil and natural gas reserves that are economically recoverable. Our proved reserves will generally decline as reserves are depleted, except to the extent that successful exploration or development activities are conducted on the properties underlying our royalties by our operators or we acquire properties containing proved reserves, or both. Aside from acquisitions, we have no control over the exploration and development of our properties. To increase reserves and production, we would need our operators to undertake replacement activities or use third parties to accomplish these activities. Substantial capital expenditures will be necessary for the acquisition of oil and natural gas reserves. Neither we nor our third-party

20

 

operators may have sufficient resources to acquire additional reserves or to undertake exploration, development, production or other replacement activities, such activities may not result in significant additional reserves and efforts to drill productive wells at low finding and development costs may be unsuccessful. Furthermore, although our revenues may increase if prevailing oil and natural gas prices increase significantly, finding costs for additional reserves could also increase.

 

Our failure to successfully identify, complete and integrate acquisitions of properties or businesses could slow our growth and adversely affect our financial condition and results of operations.

 

There is intense competition for acquisition opportunities in our industry. The successful acquisition of producing properties requires an assessment of several factors, including:

 

 

•

recoverable reserves;

 

•

future oil and natural gas prices and their applicable differentials;

 

•

operating costs; and

 

•

potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain, and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. Unless our operators further develop our existing properties, we will depend on acquisitions to grow our reserves, production, and cash flow.

 Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Further, these acquisitions may be in geographic regions in which we do not currently hold properties, which could result in unforeseen operating difficulties. In addition, if we enter into new geographic markets, we may be subject to additional and unfamiliar legal and regulatory requirements. Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements. Further, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions.  

No assurance can be given that we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth and results of operations. 

We may acquire properties that do not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection from sellers against such liabilities. 

Acquiring oil and natural gas properties requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain. In connection with the assessments, we perform a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems. In the course of our due diligence, we may not inspect every well or pipeline. We cannot necessarily observe structural and environmental problems, such as pipe corrosion, when an inspection is made. We may not be able to obtain contractual indemnities from the seller for liabilities created prior to our purchase of the property. We may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with our expectations. 

Identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. 

Proved undeveloped drilling locations represent a significant part of our growth strategy, however, we do not control the development of these locations. Our operators’ ability to drill and develop identified potential drilling locations will depend on a number of factors, including the availability of capital, seasonal conditions, regulatory changes and approvals, negotiation of agreements with

21

 

third parties, commodity prices, costs, the generation of additional seismic or geological information, the availability of drilling rigs, drilling results, construction of infrastructure, inclement weather, and lease expirations. 

Further, identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional analysis of data. We will not be able to predict in advance of drilling and testing whether any particular drilling location will yield production in sufficient quantities for operators to recover drilling or completion costs or to be economically viable. Even if sufficient amounts of oil or natural gas reserves exist, the potentially productive hydrocarbon bearing formation may be damaged or mechanical difficulties may develop while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If our operators drill dry holes in our current and future drilling locations, our business may be materially harmed. We will not be able to assure you that the analogies drawn from available data from other wells, more fully explored locations or producing fields will be applicable to our drilling locations. Further, initial production rates reported by us or our operators in our areas of operations may not be indicative of future or long-term production rates.

Because of these uncertainties, we do not know if the potential drilling locations identified on our acreage will ever be drilled or if oil or natural gas reserves will be able to be produced from these or any other potential drilling locations. As such, actual drilling activities with respect to our acreage may materially differ from those presently identified, which could adversely affect our business, financial condition, and results of operations. 

Our method of accounting for investments in oil and natural gas properties may result in impairments in future periods.

We follow the successful efforts method of accounting. Accordingly, all costs incurred in the acquisition of mineral and royalty interests in oil and natural properties are capitalized.

Acquisition costs of proven royalty interests are amortized using the units of production method over the life of the property, which is estimated using proven reserves. Acquisition costs of royalty interests on exploration stage properties, where there are no proven reserves, are not amortized. At such time as the associated unproved interests are converted to proven reserves, the cost basis is amortized using the units of production methodology over the life of the property, using proven reserves. For purposes of amortization, interests in oil and natural gas properties are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic condition.

We review and evaluate our royalty interests in oil and natural gas properties for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. If the carrying value of the properties is determined to not be recoverable based on the undiscounted cash flows, an impairment charge is recognized by comparing the carrying value to the estimated fair value of the properties. No such impairment expense was recorded for the years ended December 31, 2021 or 2020. However, we may incur impairment charges in the future, which could materially adversely affect our results of operations for the periods in which such charges are recorded.

Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions could materially affect the quantities and present value of our reserves. 

Oil and natural gas reserve engineering is not an exact science and requires subjective estimates of underground accumulations of oil and natural gas and assumptions concerning future oil and natural gas prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may be incorrect. 

Our historical estimates of proved reserves and related valuations as of December 31, 2021, were prepared by Ryder Scott, an independent petroleum engineering firm, which conducted a well-by-well review of all of our properties for the period covered by its reserve report using information provided by us. Over time, we may make material changes to reserve estimates taking into account the results of actual drilling, testing and production. Also, certain assumptions regarding future oil and natural gas prices, production levels and operating and development costs may prove incorrect. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and estimates of future net cash flows. In addition, none of the operators of the properties underlying our royalties are contractually obligated to provide us with information regarding drilling activities or historical production data with respect to the properties underlying our interests, which may affect our estimates of reserves. A substantial portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of oil and natural gas that are ultimately recovered being different from our reserve estimates. 

You should not assume that the present value of future net revenues from our reserves is the current market value of our estimated reserves. We generally base the estimated discounted future net cash flows from reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate. 

22

 

The estimates of reserves as of December 31, 2021 were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the year ended December 31, 2021, in accordance with the revised SEC rules and regulations applicable to reserve estimates for such period. 

SEC rules and regulations could limit our ability to book additional proved undeveloped reserves in the future. 

SEC rules and regulations require that, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement has limited and may continue to limit our ability to book additional proved undeveloped reserves as our operators pursue their drilling programs. Moreover, we may be required to write down our proved undeveloped reserves if those wells are not drilled within the required five-year time frame.  

The PV-10 of our estimated proved reserves is not necessarily the same as the current market value of our estimated proved oil and natural gas reserves. 

The present value of future net cash flows from our proved reserves shown in this report, or PV-10, may not be the current market value of our estimated natural gas and oil reserves. In accordance with rules established by the SEC and the Financial Accounting Standards Board (“FASB”), we base the estimated discounted future net cash flows from our proved reserves on the historical 12-month average oil and gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the net present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the natural gas and oil industry in general. 

Unless we replace our reserves with new reserves that our operators develop, our reserves will decline, which would adversely affect our future cash flows and results of operations. 

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless our operators conduct successful ongoing development and exploration activities or we continually acquire properties containing proved reserves, our proved reserves will decline as those reserves are produced. Our future natural gas reserves and production, and therefore our future cash flow and results of operations, are highly dependent on our operators’ success in efficiently developing and exploiting our current reserves and we economically finding or acquiring additional recoverable reserves. We may not be able to find or acquire sufficient additional reserves to replace our current and future production. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations would be adversely affected. 

Title to the properties in which we have an interest may be impaired by title defects.

We are not required to, and under certain circumstances we may elect not to, incur the expense of retaining lawyers to examine the title to our royalty and mineral interests. In such cases, we would rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before acquiring a specific royalty or mineral interest. The existence of a material title deficiency can render an interest worthless and can materially adversely affect our results of operations, financial condition and free cash flow. No assurance can be given that we will not suffer a monetary loss from title defects or title failure. Additionally, undeveloped acreage has a greater risk of title defects than developed acreage. If there are any title defects in properties in which we hold an interest, we may suffer a financial loss.

Outbreaks of communicable diseases could adversely affect our business, financial condition, and results of operations.

Global or national health concerns, including the outbreak of pandemic or contagious disease, can negatively impact the global economy and, therefore, demand and pricing for oil and natural gas products. For example, there have been recent outbreaks in several countries, including the United States, of a highly transmissible and pathogenic coronavirus (“COVID-19”). The outbreak of communicable diseases, or the perception that such an outbreak could occur, could result in a widespread public health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that would negatively impact the demand for oil and natural gas products. Furthermore, uncertainty regarding the impact of any outbreak of pandemic or contagious disease, including COVID-19, could lead to increased volatility in oil and natural gas prices. The occurrence or continuation of any of these events could lead to decreased revenues and limit our ability to execute on our business plan, which could adversely affect our business, financial condition, and results of operations. 

Terrorist attacks or armed conflicts could harm our business.

Terrorist activities, anti-terrorist activities and other armed conflicts involving the United States or other countries, including the military conflict in Ukraine, may adversely affect the United States and global economies. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our operators’ services and causing a reduction in our revenues. Oil and natural gas facilities, including those of our operators, could be direct targets of terrorist attacks, and if infrastructure integral to our operators is destroyed or damaged, they may

23

 

experience a significant disruption in their operations. Any such disruption could adversely affect our business, financial condition and results of operations.

Competition in the oil and natural gas industry is intense, which may adversely affect our third-party operators’ ability to succeed.

 The oil and natural gas industry is intensely competitive, and our third-party operators compete with other companies that may have greater resources. Many of these companies explore for and produce oil and natural gas, carry on midstream and refining operations, and market petroleum and other products on a regional, national, or worldwide basis. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil and natural gas market prices. Our operators’ larger competitors may be able to absorb the burden of present and future federal, state, local and other laws, and regulations more easily than our operators can, which would adversely affect our operators’ competitive position. Our operators may have fewer financial and human resources than many companies in our operators’ industry and may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties. 

Increased costs of capital could adversely affect our business. 

Our business and ability to make acquisitions could be harmed by factors such as the availability, terms, and cost of capital, increases in interest rates or a reduction in our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, and place us at a competitive disadvantage. A significant reduction in the availability of capital could materially and adversely affect our ability to achieve our planned growth and operating results. 

We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain exploration, development, production, and processing activities. For example, the oil and natural gas industry depends on digital technologies to interpret seismic data, manage drilling rigs, production equipment and gathering systems, conduct reservoir modeling and reserves estimation, and process and record financial and operating data. At the same time, cyber incidents, including deliberate attacks or unintentional events, have increased. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Our technologies, systems, networks, and those of our vendors, suppliers, and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. As cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. We do not maintain specialized insurance for possible liability resulting from a cyberattack on our assets that may shut down all or part of our business.  

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. 

On April 12, 2021, the SEC issued the Staff Statement. Specifically, the Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Warrants. As a result of the Staff Statement, we reevaluated the accounting treatment of the Company’s Public and Private Placement Warrants and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. 

Due to certain settlement provisions contained within the Warrants, the Warrants are classified as derivative liabilities on our consolidated balance sheets as of December 31, 2021 and 2020. Accounting Standards Codification 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the Warrants each reporting period and that the amount of such non-cash gains or losses could be material.

Our only significant assets are the ownership of the general partner interest and its limited partner interest in OpCo, and such ownership may not be sufficient to enable us to pay any dividends on our Class A common stock or satisfy our other financial obligations. 

We have no direct operations and no significant assets other than the ownership of the general partner interest and a 53% limited partner interest in OpCo. We depend on OpCo and its subsidiaries for distributions, loans and other payments to generate the funds necessary to meet our financial obligations or to pay any dividends with respect to our Class A common stock. Subject to certain restrictions, OpCo generally will be required to (i) as discussed below, make quarterly pro rata tax distributions to its partners, including

24

 

us, in an amount equal to 50% of the total federal taxable income allocated by OpCo to the limited partners and (ii) reimburse us for certain corporate and other overhead expenses. However, legal and contractual restrictions in agreements governing future indebtedness of OpCo and its subsidiaries, as well as the financial condition and operating requirements of OpCo and its subsidiaries, may limit our ability to obtain cash from OpCo. The earnings from, or other available assets of, OpCo and its subsidiaries, may not be sufficient to enable us to pay any dividends on our Class A common stock or satisfy our other financial obligations. OpCo is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of its common units, including us. As a result, we generally will incur income taxes on our allocable share of any net taxable income of OpCo. Under the terms of the OpCo Limited Partnership Agreement, OpCo will be obligated to make tax distributions to holders of its common units, including us, equal to 50% of the total federal taxable income allocated by OpCo to the limited partners, except to the extent such distributions would render OpCo insolvent or are otherwise prohibited by law or any of our current or future debt agreements. In addition to tax expenses, we will also incur expenses related to our operations, our interests in OpCo and related party agreements, and expenses and costs of being a public company, all of which could be significant. To the extent that we need funds and OpCo or its subsidiaries is restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition, including our ability to pay our income taxes when due. 

We may change our dividend payout ratio at any time and there is no guarantee that we will pay dividends in the future. 

Although we have historically paid out substantially all of our free cash flow in the form of a regular quarterly dividend, there is no guarantee or requirement that we pay dividends in the future. Our organizational documents, including the Company’s Second Amended & Restated Charter (the “Second A&R Charter”), only require our Board of Directors or us to make any dividends or distributions to the holders of Class A common stock in certain limited circumstances that are generally within the control of our Board of Directors. Our dividend payout ratio may change at any time without notice to our stockholders. The declaration and amount of any future dividends to holders of our Class A common stock will be at the discretion of our Board of Directors in accordance with applicable law and after taking into account various factors, including our financial condition, results of operations, current and anticipated cash needs, cash flows, impact on our effective tax rate, indebtedness, contractual obligations, legal requirements and other factors that our Board of Directors deems relevant. As a result, we cannot assure you that we will pay dividends at any rate or at all. 

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Class A common stock adversely, the price and trading volume of our Class A common stock could decline. 

The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock could potentially decline. If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Blackstone, Royal and the Contributors have significant influence over us. 

Blackstone, Royal and the Contributors beneficially own common stock representing approximately 46% of our outstanding voting power. As long as our Sponsor and the Contributors own or control a significant percentage of our outstanding voting power, subject to the terms of the Shareholders’ Agreement, they will have the ability to influence certain corporate actions requiring stockholder approval. In certain circumstances, Royal and the Contributors may transfer their equity interests in us and/or OpCo without the consent of the public stockholders or our Board of Directors, and the transferee would have significant influence over us.  

In addition, under the Shareholders’ Agreement, Blackstone is entitled to designate six directors for nomination by our Board of Directors for election as directors by our stockholders, representing a majority of our Board of Directors, and has certain other rights with respect to our Board of Directors composition, including consent rights with respect to individuals nominated by our Board of Directors for election as independent directors, and our governance.  

Provisions in the Second A&R Charter may prevent or delay an acquisition of us, which could decrease the trading price of our common stock, or otherwise may make it more difficult for certain provisions of the Second A&R Charter to be amended. 

The Second A&R Charter contains provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include: 

 

•

a board of directors that is divided into three classes with staggered terms;

 

•

the right of our board of directors to issue preferred stock without stockholder approval;

 

•

restrictions on the right of stockholders to remove directors without cause; and

 

•

restrictions on the right of stockholders to call special meetings of stockholders.

25

 

 

These provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in our and our stockholders’ best interests. 

In addition, the Second A&R Charter requires the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of capital stock of Falcon to amend, repeal or adopt certain provisions of the Second A&R Charter relating to the Board of Directors, the bylaws, meetings of stockholders, indemnification of officers and directors, waiver of corporate opportunities, exclusive forum, amendments to the Second A&R Charter and Delaware’s business combinations statute. This requirement will make it more difficult for these provisions of the Second A&R Charter, which include the provisions intended to deter coercive takeover practices and inadequate takeover bids, to be amended. 

The Second A&R Charter designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, any state or the federal court sitting in the State of Delaware with jurisdiction over the matter) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with directors, officers or employees of us and may discourage stockholders from bringing such claims. 

The Second A&R Charter designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, any state or the federal court sitting in the State of Delaware with jurisdiction over the matter) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with directors, officers or employees of us and may discourage stockholders from bringing such claims. Alternatively, if a court were to find these provisions of the Second A&R Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations.

Non-U.S. holders may be subject to U.S. federal income tax with respect to gain on disposition of their Class A common stock and warrants. 

We believe that we are a U.S. real property holding corporation (“USRPHC”), following our Business Combination. As a result, Non-U.S. holders that own (or are treated as owning under constructive ownership rules) more than a specified amount of our Class A common stock or warrants during a specified time period may be subject to U.S. federal income tax on a sale, exchange, or other disposition of such Class A common stock or warrants and may be required to file a U.S. federal income tax return. If you are a Non-U.S. holder, we urge you to consult your tax advisors regarding the tax consequences of such treatment.

Risks Related to our Industry

The ability or willingness of OPEC and other oil exporting nations to set and maintain production levels has a significant impact on oil and natural gas commodity prices.

OPEC is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing. For example, OPEC and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices. In March 2020, members of OPEC and Russia considered extending and potentially increasing these oil production cuts. However, these negotiations were unsuccessful. As a result, Saudi Arabia announced an immediate reduction in export prices and Russia announced that all previously agreed oil production cuts would expire on April 1, 2020. These actions led to an immediate and steep decrease in oil prices. In early April 2020, in response to significantly depressed global oil prices, 23 countries, led by Saudi Arabia and Russia, committed to withhold collectively 9.7 million barrels a day of oil from global markets. There can be no assurance that OPEC members and other oil exporting nations will agree to future production cuts or other actions to support and stabilize oil prices, nor can there be any assurance that they will not further reduce oil prices or increase production. Uncertainty regarding future actions to be taken by OPEC members or other oil exporting countries could lead to increased volatility in the price of oil, which could adversely affect our business, financial condition, and results of operations.

Declining general economic, business or industry conditions could have a material adverse effect on our financial condition and results of operations. 

Declines in general economic, business or industry conditions, including expectations of future declines or uncertainty with respect to such conditions, could adversely affect our financial condition and results of operations. Volatility in prices of oil, natural gas and natural gas liquids, as well as concerns about global economic growth, could also impact the price at which oil, natural gas and natural gas liquids from the properties underlying our royalties are sold, affect the ability of vendors, suppliers and customers associated with the properties underlying our royalties to continue operations and ultimately adversely impact our financial condition and results of operations.

Conservation measures and technological advances could reduce demand for oil and natural gas. 

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the

26

 

changing demand for oil and natural gas services and products may have a material adverse effect on our business, financial condition, and results of operations.  

Our operations are subject to a series of risks related to climate change.

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. In the United States to date, no comprehensive climate change legislation has been implemented at the federal level. However, President Biden has announced that climate change will be a focus of his administration. In January 2021, the Biden administration issued an executive order calling for substantial action on climate change, including, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across agencies and economic sectors. Additionally, federal regulators, state and local governments, and private parties have taken (or announced that they plan to take) actions related to climate change that have or may have a significant impact on our operations. For example, in response to findings that emissions of carbon dioxide, methane and other GHGs endanger public health and the environment, the EPA has adopted regulations under existing provisions of the Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of certain principal, or criteria, pollutant emissions. Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA for those emissions. The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from certain sources in the United States on an annual basis, including certain of our operations; moreover, President Biden signed an executive order in January 2021 that, among other things, calls for the establishment of new or more stringent emissions standards for methane and volatile organic compounds from new, modified, and existing oil and gas facilities, including the transmission and storage segments. In November 2021, the EPA proposed new regulations to establish comprehensive standards of performance and emission guidelines for methane and VOC emissions from new and existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments. The EPA hopes to finalize the standards by the end of 2022.

Internationally, the United Nations-sponsored “Paris Agreement” requires member states to individually determine and submit non-binding emissions reduction targets every five years after 2020. Although the United States had withdrawn from the Paris Agreement in November 2020, President Biden has signed executive orders to re-enter the Paris Agreement and calling on the federal government to develop the United States' emissions reduction target. In April 2021, the Biden administration announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. In November 2021, President Biden released “The Long-Term Strategy of the United States: Pathways to Net-Zero Greenhouse Gas Emissions by 2050,” which, among other things, explains that the U.S. and EU are co-leading the “Global Methane Pledge” that aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels.  President Biden also agreed that same month to cooperate with Chinese leader Xi Jinping on accelerating progress toward the adoption of clean energy. The impacts of President Biden's executive orders and the terms of any laws or regulations promulgated to implement the United States’ commitment under the Paris Agreement, are uncertain at this time. Increasingly, fossil fuel companies are also exposed to litigation risks from climate change.

Additionally, in response to concerns related to climate change, companies in the fossil fuel sector may be exposed to increasing financial risks. Financial institutions, including investment advisors and certain sovereign wealth, pension, and endowment funds, may elect in the future to shift some or all of their investment into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil-fuel energy companies have also become more attentive to sustainable lending practices, and some of them may elect in future not to provide funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Recently, President Biden signed an executive order calling for the development of a "climate finance plan," and, separately, the Federal Reserve announced that it has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. A material reduction in the capital available to the fossil fuel industry could make it more difficult to secure funding for exploration, development, production, transportation, and processing activities, which could in turn reduce demand for our services adversely impact our financial performance.

Finally, our operations are subject to disruption from natural or human causes beyond our control, including risks from extreme weather events, such as hurricanes, severe storms, floods, heat waves, and ambient temperature increases, as well as wildfires, each of which may become more frequent or more severe as a result of climate change.

Increasing attention to environmental, social and governance matters (“ESG”) may impact our business, financial results or stock price.

In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, activist investors, universities and other members of the investing community. These activities include increasing attention and demands for action related to climate change, advocating for changes to companies’ board of directors, and promoting the use of energy saving building materials. These activities may result in demand shifts for oil and natural

27

 

gas. In addition, a failure to comply with investor or customer expectations and standards, which are evolving, or if we are perceived to not have responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, could cause reputational harm to our business, increase our risk of litigation, and could have a material adverse effect on our results of operation.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to ESG matters. These ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.

Risks Relating to Regulation

We may incur significant costs in the future associated with proposed climate change regulation and legislation.

The United States Congress and some states where we have operations may consider legislation or regulations related to greenhouse gas emissions, including methane emissions, which may compel reductions of such emissions. In addition, there have been international conventions and efforts to establish standards for the reduction of greenhouse gases globally, including the Paris accords in December 2015. While the Trump administration had begun the process of withdrawing from the Paris Agreement, in January 2021, President Biden signed an Executive Order directing that the United States rejoin the Paris Agreement. In April 2021, the Biden administration announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. In November 2021, the international community gathered again in Glasgow at the 26th Conference to the Parties on the UN Framework Convention on Climate Change (“COP26”), during which multiple announcements were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs. Relatedly, the United States and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.

Legislative proposals have included or could include limitations, or caps, on the amount of greenhouse gas that can be emitted, as well as a system of emissions allowances. For example, legislation passed by the U.S. House of Representatives in 2010, which was not taken up by the Senate, would have placed the entire burden of obtaining allowances for the carbon content of NGLs on the owners of NGLs at the point of fractionation. In June 2013, President Obama announced a climate action plan that targeted methane emissions from the oil and gas industry as part of a comprehensive interagency methane reduction strategy, and in June 2016, the EPA expanded the NSPS regulations for new or modified sources of VOCs to include methane emissions, which, among other things, imposes leak detection and repair requirements for VOCs and methane on producer well site equipment and on midstream equipment such as compressor and booster stations, imposes additional emission reduction requirements on specific pieces of oil and gas equipment, and is a regulatory pre-condition to the EPA acting to regulate existing oil and gas methane sources in the future under Section 111(d) of the Clean Air Act. The Trump administration targeted many of these actions. For example, in September 2020, the EPA finalized amendments to the 2012 and 2016 regulations that, among other things, removed the transmission and storage segment of the oil and gas industry from regulation and rescinded emissions standards for that sector and rescinded methane standards. However, in January 2021, the Biden administration issued an executive order directing all federal agencies to review and take action to address any federal regulations, orders, guidance documents, policies, and similar agency actions promulgated during the prior administration that may be inconsistent with the current administration’s policies. The executive order specifically called on the EPA to consider a proposed rule suspending, revising or rescinding the September 2020 deregulatory amendments by September 2021. In response, the U.S. Congress has approved, and President Biden has signed into law, a resolution under the Congressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards. In November 2021, as required by President Biden’s executive order, the EPA proposed new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound emissions from new and existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments. The EPA hopes to finalize the standards by the end of 2022. As a result, future implementation of the standards is uncertain at this time.

Relatedly, the D.C. Circuit Court challenge to the October 2015 EPA regulation reducing the ambient ozone standard from 75 parts per billion to 70 parts per billion under the Clean Air Act was put in abeyance temporarily while the EPA reviewed the regulation. The EPA later indicated it will not revise the rule, and challenges from industry and environmental groups moved forward. In August 2019, the D.C. Court of Appeals upheld the health-based ozone standards but remanded to the EPA the secondary, public welfare standards designed to protect environmental values. The 2015 Ozone standard is being implemented pursuant to the December 2018 final implementation rule. Separately, in 2011 the EPA issued permitting rules for sources of greenhouse gases; however, in June 2014, the U.S. Supreme Court reversed a D.C. Circuit Court of Appeals decision that had upheld these rules and struck down the EPA's greenhouse gas permitting rules to the extent they impose a requirement to obtain a permit based solely on emissions of greenhouse gases. Under the Court ruling and the EPA's subsequent proposed rules, major sources of other air pollutants, such as VOCs or nitrogen oxides, could still be required to implement process or technology controls and obtain permits regarding emissions of greenhouse gases. These proposed rules have not been finalized.

28

 

The EPA has issued rules requiring reporting of greenhouse gases, on an annual basis, for certain onshore natural gas and oil production facilities, and in October 2015, the EPA amended and expanded those greenhouse gas reporting requirements to all segments of the oil and gas industry effective January 1, 2016. Similarly, some states can initiate and promulgate regulations affecting oil and gas operations and associated greenhouse gas emissions as a matter of their own statutory authority and programs. For example, in 2019, the Colorado legislature passed House Bill 19-1261, the "Climate Action Plan to Reduce Pollution" that sets greenhouse gas emission reduction targets for the state. Subsequently, the governor issued the Colorado Greenhouse Gas Pollution Roadmap, which identifies pathways to meet the reduction targets. The Roadmap identifies the oil and gas sector as one of the larger contributors to greenhouse gas emissions in the state and asserts that deep reductions in methane emissions from the oil and gas industry will be required to meet the targets. Judicial challenges to new regulatory measures are likely and we cannot predict the outcome of such challenges.

New regulatory suspensions, revisions, or rescissions, as well as new regulations and conflicting state and federal regulatory mandates may inhibit our ability to accurately forecast the costs associated with future regulatory compliance. To the extent legislation is enacted or additional regulations are promulgated that regulate greenhouse gas emissions, it could significantly increase our costs to (i) acquire allowances; (ii) permit new large facilities; (iii) operate and maintain our facilities; (iv) install new emission controls or institute emission reduction measures; and (v) manage a greenhouse gas emissions program. If such legislation becomes law or additional rules are promulgated in the United States or any states in which we have operations and we are unable to pass these costs through as part of our services, it could have an adverse effect on our business and cash available for distributions.

Increased attention to environmental, social and governance (“ESG”) matters may impact our business.

Increasing attention to climate change, increasing societal expectations on companies to address climate change, increasing investor and societal expectations regarding voluntary ESG disclosures, and potential increasing consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our access to capital markets. Increasing attention to climate change, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to the company’s causation of or contribution to the asserted damage, or to other mitigating factors.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward the company and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Also, institutional lenders may, of their own accord, elect not to provide funding for fossil fuel energy companies based on climate change related concerns, which could affect our access to capital for potential growth projects.

Federal, state, and local legislative and regulatory initiatives relating to hydraulic fracturing, including with respect to seismic activity allegedly related to hydraulic fracturing, could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect production on the acreage underlying our royalties. 

Hydraulic fracturing is an important and common practice that is used to stimulate production of oil and/or natural gas from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand, and chemicals under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing is typically regulated by state oil and natural gas commissions. However, in February 2014, the EPA published permitting guidance under the federal Safe Drinking Water Act (“SDWA”) addressing the use of diesel fuels in certain hydraulic fracturing activities, and in May 2014, the EPA issued an Advance Notice of Proposed Rulemaking seeking comment on the development of regulations under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in hydraulic fracturing. Further, in March 2015, the Bureau of Land Management (“BLM”) of the U.S. Department of the Interior published a final rule imposing requirements for hydraulic fracturing activities on federal and Indian lands, including new requirements relating to public disclosure, wellbore integrity and handling of flowback water. Following years of litigation, the BLM rescinded the rule in December 2017. However, in January 2018, California and several environmental groups filed lawsuits challenging BLM’s rescission of the rule; those lawsuits are pending. In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. If enacted, these or similar laws could result in additional permitting requirements for hydraulic fracturing operations as well as various restrictions on those operations. These permitting requirements and restrictions could result in delays in operations and increased costs on the acreage underlying our royalties. 

There may be other attempts to further regulate hydraulic fracturing under the SDWA, TSCA and/or other statutory or regulatory mechanisms. In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain circumstances. At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing activities. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular. If new or more stringent

29

 

federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we hold royalties, the operators of the acreage underlying our royalties could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of development activities, and perhaps even be precluded from drilling wells. 

In some instances, the operation of underground injection wells has been alleged to cause earthquakes. Such issues have sometimes led to orders prohibiting continued injection or the suspension of drilling in certain wells identified as possible sources of seismic activity. For example, the TRRC recently issued a notice to operators in the Midland area to reduce daily injection volumes following multiple earthquakes above a 3.5 magnitude over an 18-month period. The notice also required disposal well operators to provide injection data to TRRC staff to further analyze seismicity in the area. Such concerns also have resulted in stricter regulatory requirements in some jurisdictions relating to the location and operation of underground injection wells. Future orders or regulations addressing concerns about seismic activity from well injection could affect operations on the acreage underlying our royalties.

New environmental initiatives and regulations could include restrictions on the ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the development or production of natural gas.  Also, the threat of climate change has resulted in increasing political risks in the United States.  For example, the Biden Administration has issued orders temporarily suspending the issuance of new authorizations and suspending the issuance of new leases pending completion of a review of current practices, for oil and gas development on federal lands and waters (but not tribal lands that the federal government merely holds in trust). Any of these environmental initiatives and regulations, could have a material adverse effect on our financial condition and results of operations.

The oil and gas operations on the acreage underlying our royalties are subject to environmental, health and safety laws and regulations that could adversely affect the cost, manner, or feasibility of conducting operations on them or result in significant costs and liabilities, which could adversely affect our financial condition and results of operations. 

The oil and natural gas exploration and production operations on the acreage underlying our royalties are subject to stringent and comprehensive federal, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection or the health and safety of workers and other affected individuals. These laws and regulations may impose numerous obligations that apply to the operations on the acreage underlying our royalties, including the requirement to obtain a permit before conducting drilling, waste disposal or other regulated activities; the restriction of types, quantities and concentrations of materials that can be released into the environment; restrictions on water withdrawal and use; the incurrence of significant development expenses to install pollution or safety-related controls at the operated facilities; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands and other protected areas; the protection of threatened or endangered species; and the imposition of substantial liabilities for pollution resulting from operations.

 There is an inherent risk of incurring significant environmental costs and liabilities in the operations on the acreage underlying our royalties as a result of the handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to operations, and historical industry operations and waste disposal practices. Under certain environmental laws and regulations, the operators could be subject to joint and several strict liability for the removal or remediation of previously released materials or property contamination regardless of whether such operators were responsible for the release or contamination or whether the operations were in compliance with all applicable laws at the time those actions were taken. Private parties, including the owners of properties on or adjacent to well sites and facilities where petroleum hydrocarbons or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage. In addition, the risk of accidental spills or releases could expose the operators of the acreage underlying our royalties to significant liabilities that could have a material adverse effect on the operators’ businesses, financial condition, and results of operations.

  Changes in environmental laws and regulations occur frequently, and any changes that result in delays or restrictions in permitting or development of projects, more stringent or costly operational control requirements, or waste handling, storage, transport, disposal or cleanup requirements could require the operators of the acreage underlying our royalties to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on their results of operations, competitive position or financial condition. 

Risks Related to our Capital Structure

The Contributors own an amount of Class C common stock that provides them with effective control over us. 

At the closing of the Business Combination, the Contributors received $400 million of cash and 40 million OpCo common units (together with 40 million shares of Class C common stock). As a result, the Contributors hold approximately 46% of the voting power over us. This voting percentage may provide the Contributors with effective control over us. In addition, we have agreed to provide Blackstone with a right to nominate six out of nine of the directors on our Board of Directors so long as Blackstone, together with its affiliates, holds at least 41% of the voting power over our common stock. Blackstone and the Contributors may exercise their control in a way that favors its respective interests to the detriment of the other stockholders of us.

30

 

Restrictions in the Revolving Credit Facility and future debt agreements of ours and OpCo could limit its growth and its ability to engage in certain activities. 

At the closing of the Business Combination, OpCo entered into a revolving credit facility in the aggregate principal amount of up to $500 million. The Revolving Credit Facility, or other future debt agreements of ours and OpCo, will contain a number of restrictive covenants that may limit our ability to, among other things, incur additional indebtedness, make loans and advances, make capital expenditures, incur liens, and sell assets. These restrictions may also limit the ability of us and OpCo to pursue business opportunities that may arise in the future.

There is no guarantee that the public warrants will be in the money at the time they become exercisable, and they may expire worthless. 

The exercise price for our warrants is $11.34 per share of Class A common stock. Pursuant to the Contribution Agreement, to the extent that any common stock dividend paid by the Company, when combined with other common stock dividends paid in the prior 365 days, exceeds 50 cents, it is categorized as an Extraordinary Dividend.  Extraordinary Dividends reduce, penny for penny, the exercise price of the Company’s warrants. There is no guarantee that the public warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless. Subsequent to December 31, 2021, the exercise price of the Company’s warrants was further reduced to $11.29 after the Extraordinary Dividend paid for the quarter ended December 31, 2021.  

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval. 

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period, or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless. 

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Warrants will become exercisable for our Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. 

We issued warrants to purchase 13,749,999 shares of Class A common stock as part of our IPO and concurrent with our IPO, we issued an aggregate of 7,500,000 private placement warrants to our Sponsor. Each warrant issued is exercisable to purchase one whole share of Class A common stock at $11.34 per whole share. Pursuant to the Warrant Agreement, to the extent that any common stock dividend paid by the Company, when combined with other common stock dividends paid in the prior 365 days, exceeds 50 cents, it is categorized as an Extraordinary Dividend.  Extraordinary Dividends reduce, penny for penny, the exercise price of the Company’s warrants. To the extent such warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock. Subsequent to December 31, 2021, the exercise price of the Company’s warrants was further reduced to $11.29 after the Extraordinary Dividend paid for the quarter ended December 31, 2021.  

31

 

The private placement warrants are identical to the warrants sold as part of the units issued in our IPO, except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us and (ii) they may be exercised by the holders on a cashless basis.

If additional stock consideration is issued to Royal pursuant to the earn-out provided for in the Contribution Agreement, it would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Pursuant to the Contribution Agreement, Royal is entitled to receive earn-out consideration to be paid in the form of OpCo Common Units (and a corresponding number of shares of Class C common stock) if the 30-day volume-weighted average price (“30-Day VWAP”) of the Class A common stock equals or exceeds certain hurdles set forth in the Contribution Agreement. Royal can potentially receive up to an additional 20.0 million OpCo Common Units as a part of the earn-out consideration. Royal is also entitled to the earn-out consideration described above in connection with certain liquidity events of the Company, including a merger or sale of all or substantially all of the Company’s assets, if the consideration paid to holders of the Class A common stock in connection with such liquidity event is greater than any of the 30-Day VWAP hurdles. Because any OpCo Common Units issued pursuant to the earn-out are redeemable on a one-for-one basis for shares of Class A common stock at the option of the Contributors, the issuance of additional stock consideration pursuant to the earn-out will result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock.

A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well. 

Sales of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. After the Business Combination, our Sponsor owned approximately 8.0% of our Class A common stock. Pursuant to the terms of a letter agreement entered into at the time of the IPO, the founder shares (which converted into shares of Class A common stock at the closing of the Business Combination) held by our Sponsor became freely tradable one year after the closing of the Business Combination. 

Additionally, the Contributors have the ability to redeem or exchange their common units for shares of Class A common stock on a one-to-one basis, provided that the ratio of the limited partner’s redeemed common units to the number of common units beneficially held by such limited partner remains equal to that of the Blackstone Funds. If the Contributors redeem or exchange all of their common units for shares of Class A common stock, and assuming no earn-out consideration is paid prior to such time and we do not otherwise issue shares of Class A common stock, the Contributors will own approximately 46% of our Class A common stock.

In connection with the closing of our IPO, we entered into a registration rights agreement with our Sponsor providing for registration rights to it. In addition, in connection with the closing of the Business Combination, we entered into a registration rights agreement with Royal LP and the Contributors, pursuant to which we filed a registration statement registering the shares of Class A common stock held by them for resale within 30 days following the closing of the Business Combination.

Risks Related to Our Operators 

The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies, oilfield services or personnel may restrict the operations of our operators. 

The oil and natural gas industry is cyclical, which can result in shortages of drilling rigs, equipment, raw materials (particularly sand and other proppants), supplies and personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increase and demand for, and wage rates of, qualified drilling rig crews also rise with increases in demand. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice, our operators will rely on independent third-party service providers to provide most of the services necessary to drill new wells. If they are unable to secure a sufficient number of drilling rigs at reasonable costs, our financial condition and results of operations could suffer. In addition, they may not have long-term contracts securing the use of their rigs, and the operator of those rigs may choose to cease providing services to them. Shortages of drilling rigs, equipment, raw materials (particularly sand and other proppants), supplies, personnel, trucking services, frac crews, tubulars, fracking and completion services and production equipment could delay or restrict our operators’ exploration and development operations, which in turn could adversely affect our financial condition and results of operations. 

Restrictions on our operators’ ability to obtain water may have an adverse effect on our financial condition and results of operations. 

Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing processes. During the last several years, Texas has experienced extreme drought conditions. As a result of this severe drought, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. If our operators are unable to obtain water to use in their operations from local sources, or our operators are unable to effectively utilize flowback water, they may be unable to economically drill for or produce oil and natural gas, which could have an adverse effect on our financial condition and results of operations. 

32

 

The results of our operators’ exploratory drilling in shale plays will be subject to risks associated with drilling and completion techniques and drilling results may not meet our expectations for reserves or production. 

The drilling by our operators involves a number of risks, including the risk of landing their well bore in the desired drilling zone, staying in the desired drilling zone while drilling horizontally through the formation, running their casing the entire length of the well bore and being able to run tools and other equipment consistently through the horizontal well bore. Risks that they will face while completing wells include, but are not limited to, being able to fracture stimulate the planned number of stages, being able to run tools the entire length of the well bore during completion operations and successfully cleaning out the well bore after completion of the final fracture stimulation stage. Furthermore, certain of the new techniques our operators may adopt, such as infill drilling and multi-well pad drilling, may cause irregularities or interruptions in production due to, in the case of infill drilling, offset wells being shut in and, in the case of multi-well pad drilling, the time required to drill and complete multiple wells before any such wells begin producing. The results of drilling in new or emerging formations are more uncertain initially than drilling results in areas that are more developed and have a longer history of established production. Newer or emerging formations and areas often have limited or no production history and consequently we will be less able to predict future drilling results in these areas. 

Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled, and production profiles are established over a sufficiently long time period. If our operators’ drilling results are less than anticipated or they are unable to execute their drilling program because of capital constraints, lease expirations, access to gathering systems, and/or declines in natural gas and oil prices, the return on our investment in these areas may not be as attractive as we anticipate.  

The marketability of oil and natural gas production is dependent upon transportation and other facilities, certain of which neither we nor our operators’ control. If these facilities are unavailable, our operators’ operations could be interrupted, and our financial condition and results of operations could be adversely affected. 

The marketability of our operators’ oil and natural gas production will depend in part upon the availability, proximity, and capacity of transportation facilities, including gathering systems, trucks and pipelines, owned by third parties. Neither we nor our operators control these third-party transportation facilities and our operators’ access to them may be limited or denied. Insufficient production from the wells on the acreage underlying our royalties to support the construction of pipeline facilities by our purchasers or a significant disruption in the availability of third-party transportation facilities or other production facilities could adversely impact our operators’ ability to deliver to market or produce oil and natural gas and thereby cause a significant interruption in our operators’ operations. If they are unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, they may be required to shut in or curtail production. In addition, the amount of oil and natural gas that can be produced and sold may be subject to curtailment in certain other circumstances outside of our control, such as pipeline interruptions due to maintenance, excessive pressure, ability of downstream processing facilities to accept unprocessed gas, physical damage to the gathering or transportation system or lack of contracted capacity on such systems. The curtailments arising from these and similar circumstances may last from a few days to several months, and in many cases, we and our operators are provided with limited, if any, notice as to when these circumstances will arise and their duration. Any such shut in or curtailment, or an inability to obtain favorable terms for delivery of the oil and natural gas produced from the acreage underlying our royalty fields, could adversely affect our financial condition and results of operations. 

Drilling for and producing oil and natural gas are high-risk activities with many uncertainties that may adversely affect our business, financial condition, and results of operations. 

Our operators’ drilling activities will be subject to many risks. For example, we will not be able to assure you that wells drilled by our operators will be productive. Drilling for oil and natural gas often involves unprofitable efforts, not only from dry wells but also from wells that are productive but do not produce sufficient oil or natural gas to return a profit at then realized prices after deducting drilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledge prior to drilling a well that oil or natural gas is present or that it can be produced economically. The costs of exploration, exploitation and development activities are subject to numerous uncertainties beyond our control and increases in those costs can adversely affect the economics of a project. Further, our operators’ drilling and producing operations may be curtailed, delayed, canceled or otherwise negatively impacted as a result of other factors, including: 

 

•

unusual or unexpected geological formations;

 

•

loss of drilling fluid circulation;

 

•

title problems;

 

•

facility or equipment malfunctions;

 

•

unexpected operational events;

 

•

shortages or delivery delays of equipment and services;

 

•

compliance with environmental and other governmental requirements; and

33

 

 

 

•

adverse weather conditions.

Any of these risks can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties. In the event that planned operations, including the drilling of development wells, are delayed, or cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the factors above or for any other reason, our financial condition and results of operations may be adversely affected.

General Risk Factors

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments, and results of operations. 

We are subject to laws, regulations and rules enacted by national, regional, and local governments and NASDAQ. In particular, we are required to comply with certain SEC, NASDAQ, and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws, regulations, and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations. 

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. 

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following July 26, 2022, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as measured on the last business day of our most recently completed second fiscal quarter, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. 

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our units.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a publicly traded company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002. For example, Section 404 requires us, among other things, to annually review and report on, and would require our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting once we are no longer exempt under the JOBS Act. Any failure to maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A common stock.

34

 

Risks Related to the Merger  

The announcement and pendency of the proposed Merger may adversely affect our business, financial condition and results of operations, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees. 

The Merger Agreement generally requires us to, and cause each of our subsidiaries to, (i) conduct our business in all material respects in the ordinary course of business consistent with past practice and (ii) use our reasonable best efforts to maintain in all material respects our assets and properties in their current condition, preserve intact our business organizations in all material respects, and maintain existing relations and goodwill with governmental entities and customers in all material respects, pending consummation of the proposed Merger, and restricts us, without Desert Peak’s consent, from taking certain specified actions until the proposed Merger is completed. These restrictions may affect our ability to execute our business strategies, including our ability to acquire or dispose of certain assets and to enter into certain contracts, respond effectively to competitive pressures and industry developments, pursue alternative business opportunities or strategic transactions, undertake significant capital projects, undertake significant financing transactions, modify our lease arrangements and otherwise pursue other actions that are not permitted by the Merger Agreement, even if such actions would constitute appropriate changes to our business and help us attain our financial and other goals, and, as a result, these restrictions may impact our financial condition and results of operations.

Employee retention, motivation and recruitment may be challenging before the completion of the proposed Merger, as employees and prospective employees may experience uncertainty about their future roles with the Post-Combination Company following consummation of the proposed Merger. If, despite our retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with or join the post-combination company following consummation of the proposed Merger, or if an insufficient number of employees are retained to maintain effective operations, our business, financial condition and results of operations could be adversely affected.

The proposed Merger could also cause disruptions to our business or business relationships, which could have an adverse impact on our business, financial condition and results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions concerning us, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties. Operators, lenders and other business partners may also seek to change existing agreements with us as a result of the proposed Merger. Any such delay or deferral of those decisions or changes in existing agreements could adversely impact our business, regardless of whether the proposed Merger is ultimately consummated. The consummation of the proposed Merger may adversely affect our relationship with our operators, lenders or other business partners.

The pursuit of the proposed Merger and the preparation for the integration may place a significant burden on management and internal resources. The diversion of management’s time, efforts, resources and attention away from day-to-day business concerns that could have been otherwise beneficial to us could adversely affect our business, financial condition and results of operations.

We could also be subject to litigation related to the proposed Merger, which could prevent or delay the consummation of the proposed Merger or result in significant costs and expenses. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or other business combination agreements similar to the Merger Agreement. It is possible that stockholders may file lawsuits challenging the proposed Merger or the other transactions contemplated by the Merger Agreement, which may name us, Desert Peak and/or our board of directors as defendants. We cannot assure you as to the outcome of such lawsuits, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the proposed Merger on the agreed-upon terms, such an injunction may delay the consummation of the proposed Merger in the expected timeframe, or may prevent the proposed Merger from being consummated altogether. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Regardless of whether any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business. Further, there can be no assurance that any of the defendants in any potential future lawsuits will be successful in the outcome of such lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect our business, financial condition, results of operations, and cash flows.

In addition to potential litigation-related expenses, we have incurred and will continue to incur other significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed Merger, and many of these fees and costs are payable regardless of whether the Merger is consummated. Payment of these costs, fees and expenses could adversely affect our business, financial condition and results of operations.

35

 

Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain the Required Falcon Stockholder Approvals, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger could negatively affect our business, financial condition and results of operations. 

The Merger is subject to various closing conditions, such as the Required Falcon Stockholder Approvals and certain regulatory approvals in the United States, including the expiration or termination of any waiting period under the HSR Act, among other customary closing conditions. It is possible that we will not receive the Required Falcon Stockholder Approvals or that a governmental authority may prohibit, enjoin or refuse to grant approval for the consummation of the Merger. If any condition to the closing of the Merger (the “Closing”) is not satisfied or, if permissible, not waived, the Merger will not be completed. In addition, satisfying the conditions to the Closing may take longer than we expect. There can be no assurance that any of the conditions to the Closing will be satisfied or waived or that other events will not intervene to delay or result in the failure to consummate the Merger.

Depending on the circumstances that would have caused the Merger not to be completed, the price of shares of Class A common stock may decline materially, including as a result of negative reactions from the financial markets due to the fact that current prices may reflect a market assumption that the Merger will be completed. If that were to occur, it is uncertain when, if ever, shares of Class A common stock would return to the price levels at which the shares currently trade.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of Falcon, including the payment by Falcon of a termination fee.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict our ability to (i) initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of a Competing Proposal (as defined in the Merger Agreement) or any inquiry, proposal or offer that constitutes or that would reasonably be expected to lead to a Competing Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any person relating to, or in furtherance of a Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal, (iii) furnish any non-public information regarding us or our subsidiaries, or access to our or our subsidiaries’ properties, assets or employees, to any person in connection with or in response to any Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal, (iv) enter into any letter of intent or agreement in principal relating to, or other agreement providing for, a Competing Proposal (other than a confidentiality agreement as provided in the Merger Agreement) or (v) submit any Competing Proposal to the approval of our stockholders. In addition, before our board of directors withdraws, qualifies or modifies its recommendation of the proposed Merger or terminates the Merger Agreement to enter into a definitive agreement with respect to a competing transaction, Desert Peak generally has an opportunity to offer to modify the terms of the proposed Merger. In some circumstances, upon termination of the Merger Agreement, we will be required to pay Desert Peak a termination fee equal to $13.9 million.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of us from considering or proposing that acquisition, even if it were prepared to pay above market value, or might otherwise result in a potential third-party acquirer proposing to pay a lower price to Falcon stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

If the Merger Agreement is terminated and we decide to seek another merger transaction, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.

If the benefits of the Merger do not meet the expectations of investors or securities analysts, the market price of the post-combination company’s securities may decline.

If the benefits of the Merger do not meet the expectations of investors or securities analysts, the market price of the post-combination company’s securities following Closing may decline. The market values of Falcon’s securities at the time of the Merger may vary significantly from their prices on the date the Merger Agreement was executed, the date of this Annual Report, or the date on which our stockholders vote on the proposals. Because the number of shares to be issued pursuant to the Merger Agreement will not be adjusted to reflect any changes in the market price of the Class A common stock, the market value of Falcon common stock issued in the Merger may be higher or lower than the values of these shares on earlier dates.

In addition, following the Merger, fluctuations in the price of the post-combination company’s securities could contribute to the loss of all or part of your investment. Prior to the Merger, there has not been a public market for the securities of Desert Peak. Accordingly, the valuation ascribed to Desert Peak in the Merger may not be indicative of the price that will prevail in the trading market following the Merger. The trading price of the post-combination company’s securities following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

36

 

Factors affecting the trading price of the post-combination company’s securities may include:

 

•

 

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

  

•

 

changes in the market’s expectations about our operating results;

  

•

 

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

  

•

 

changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the industry in which the post-combination company operates in general;

  

•

 

operating and stock price performance of other companies that investors deem comparable to the post-combination company;

  

•

 

changes in laws and regulations affecting our business;

  

•

 

commencement of, or involvement in, litigation involving the post-combination company;

  

•

 

changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

•

 

the volume of shares of the post-combination company’s Class A common stock available for public sale;

  

•

 

any major change in the post-combination company’s board of directors or management; and

 

•

 

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the post-combination company could depress the post-combination company’s stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our executive offices are located at 609 Main Street, Suite 3950, Houston, TX 77002. We have additional leased office space in New York, NY and Philadelphia, PA.  We believe that these facilities are adequate for our current operations.

Additional information regarding our properties is contained in “Item––Business” and is incorporated by reference herein.  

ITEM 3.

To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

 

37

 

 

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our units commenced public trading on July 21, 2017, and our Class A common stock and warrants commenced separate trading on August 15, 2017.  Prior to the separation of our units on August 15, 2017, there was no public market for our Class A common stock.  Prior to the Closing of the deSPAC Transactions on August 23, 2018, our Class A common stock, warrants, and units were each listed on the NASDAQ Capital Market under the symbols OSPR, OSPRW and OSPRU, respectively.

Our Class A common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols “FLMN” and “FLMNW,” respectively.  

We had approximately 13 registered stockholders of record of our Class A common stock and eight registered holders of our warrants as of March 3, 2022. This number does not include owners, stockholders or warrant holders who beneficially own our shares through a broker or other entity who may hold shares in “street name”.  There is no public market for our Class C common stock. As of March 3, 2022, we had seven holders of record of our Class C common stock.

Cash Dividends

Cash dividends are made to the common stockholders of record on the applicable record date, generally within 60 days after the end of each quarter. Available cash for each quarter’s dividend is determined by the Board of Directors following the end of such quarter. Available cash for each quarter generally equals Adjusted EBITDA reduced for cash needed for debt service, income tax requirements and other contractual obligations and fixed charges that the Board of Directors deems necessary or appropriate, if any.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of December 31, 2021 with respect to equity compensation plans under which shares of our common stock are authorized for issuance:

 

 

(a)

 

 

(b)

 

 

(c)

 

 

 

Number of Shares to be

Issued Upon Exercise

of Outstanding Stock

Options and Rights

 

 

Weighted Average

Exercise Price

Of Outstanding Stock

Options and Rights

 

 

Number of Shares

Remaining Available

For Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (a))

 

Plan Category

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Long Term Incentive Plan (1)

 

 

1,800,015

 

 

 

-

 

 

 

4,025,418

 

Equity compensation plans not approved by stockholders:

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

 

1,800,015

 

 

 

-

 

 

 

4,025,418

 

 

 

(1)

The Falcon Minerals Corporation 2018 Long-Term Incentive Plan (the “Plan”) was adopted by our Board of Directors and our stockholders in connection with the closing of the deSPAC Transactions.  The Plan contemplates the issuance or delivery of up to 8,600,000 shares of common stock to satisfy awards under the Plan.

Stockholder Performance Graph

The performance graph below compares the cumulative total returns of our Class A common stock over the period from July 21, 2017 through December 31, 2021 with the cumulative total returns for the same period for the Standard and Poor’s (“S&P”) 500 Index and the SPDR S&P Oil & Gas Exploration & Production ETF (“XOP”).  XOP is a weighted composite of 59 oil and gas exploration and productions companies.  The cumulative total stockholder return assumes that $100 was invested, including reinvestment of dividends, if any, in our Class A common stock on July 21, 2017, and in the S&P 500 Index and XOP on the same date.  The results shown in the graph below are not necessarily indicative of future performance.  

38

 

ITEM 6.

[Reserved]

 

 

39

 

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our historical performance and financial condition together with Part II, Item 6. “Selected Financial Data,” the description of the business appearing in Part I, Item 1. “Business,” and the consolidated financial statements and the related notes in Part II, Item 8. of this Annual Report.

This discussion may contain forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in Part I, Item 1A. “Risk Factors” and under “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We were formed to own and acquire Royalties in oil and natural gas properties in North America, substantially all of which are located in the Eagle Ford Shale. These Royalties entitle the holder to a portion of the production of oil and natural gas from the underlying acreage at the sales price received by the operator, net of any applicable post-production expenses and taxes. The holder of these interests has no obligation to fund exploration and development costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life, which we believe results in low breakeven costs. As such, we have historically operated with high cash margins, converting a large percentage of revenue to free cash flow, the majority of which can be distributed to our stockholders. 

Recent Developments

On January 11, 2022, Falcon, Merger Sub and Desert Peak entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions in the Merger Agreement, Merger Sub will merge with and into Desert Peak, with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of OpCo.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the Merger Effective Time, the DPM Membership Units issued and outstanding immediately prior to the Merger Effective Time will be converted into the right to receive an aggregate of (a) 235,000,000 shares of Class C common stock, (b) 235,000,000 OpCo Common Units and (c) additional shares of Falcon Class C common stock (and a corresponding number of OpCo Common Units) equal to (i) the sum of (x) the difference between $140,000,000 and the Sierra Net Debt plus (y) the amount by which the Indebtedness for borrowed money of Falcon and its subsidiaries exceeds $45,000,000 as of immediately prior to the Merger Effective Time divided by (ii) $5.15.

Completion of the Merger is subject to certain customary conditions, including, among others, the following: (a) the affirmative vote of the holders of at least (i) a majority of the votes cast at the Falcon Stockholder Meeting on the approval of the issuance of the Merger Consideration and (ii) a majority of the voting power of the outstanding capital stock of Falcon entitled to vote on the approval of the Falcon Reverse Stock Split; (b) there being no law or injunction prohibiting consummation of the Transactions; (c) approval for listing on the Nasdaq Capital Market of the Class A common stock issuable upon exchange of the Merger Consideration; (d) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the HSR Act, applicable to the Transactions, and any commitment to, or agreement (including any timing agreement) with, any government entity to delay the consummation of, or not to close before a certain date, the Transactions; (e) the effectiveness of the Falcon Reverse Stock Split and the adoption of a reverse unit split of the OpCo Common Units prior to the Merger Effective Time, at a ratio of four to one; (f) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (g) compliance by each party in all material respects with its covenants included in the Merger Agreement; (h) each of the Registration Rights Agreement and the Director Designation Agreement being in full force and effect; and (i) the Available Liquidity is no less than $65,000,000 and the Sierra Net Debt is not in excess of $140,000,000.

Factors Impacting the Comparability of Our Financial Results

 

COVID-19 Pandemic.  The outbreak of COVID-19 caused a continuing disruption to the oil and natural gas industry and to our business by, among other things, contributing to a significant decrease in global crude oil demand and the price for oil in 2020. This disruption has somewhat been alleviated in 2021. However, the current price environment remains uncertain as responses to the COVID-19 pandemic and newly emerging variants of the virus continue to evolve. Given the dynamic nature of these events, the Company cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist. The decline in commodity prices adversely affected the revenues we received for our mineral and royalty interests and could impact our ability to access capital markets on terms favorable to us. Market volatility has continued, and we expect it will continue for the foreseeable future. Additionally, many operators of our mineral and royalty interests announced reductions to their capital budgets for 2021 and beyond, which has and will adversely affect the near-term development pace of our properties. However, many operators have resumed or increased drilling and completion activities compared to activity levels in 2020 in connection with the increase in commodity prices in late 2020 and 2021. In connection with the market and commodity price challenges resulting from the COVID-19 pandemic, our acquisition activity saw a significant decline in 2020 as we experienced a meaningful difference in sellers’ pricing expectations and the

40

 

prices we were willing to offer for assets. We cannot predict the extent and potential duration of these and other impacts on our business from the COVID-19 pandemic, efforts to fight the pandemic and other market events.

 

Sources of Our Revenue

Our revenues were derived from royalty payments we received from our operators based on the sale of crude oil, natural gas, natural gas liquids that are extracted from natural gas during processing, and lease bonuses. As of December 31, 2021, our Royalties represented the right to receive an average of 1.25% from the producing wells on the underlying acreage at the sales price received by our operators net of any applicable post-production expenses and taxes. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.  Oil, NGLs and natural gas prices have historically been volatile therefore, from time to time, we have entered into derivative instruments to partially mitigate the impact of commodity price volatility on our cash generated from operations. Such instruments may include variable-to-fixed-price swaps, fixed price contracts, costless collars, and other contractual agreements.  The impact of these derivative instruments could affect the amount of revenue we ultimately realize.  We intend to continuously monitor the production from our assets and the commodity price environment, and will, from time to time, add additional hedges in the future.  We do not enter into derivative instruments for speculative purposes.  Our open commodity derivative contracts as of December 31, 2021 are detailed in “Note 4—Commodity Derivative Financial Instruments” to our audited consolidated financial statements included elsewhere in this Annual Report.

During the year ended December 31, 2021, the West Texas Intermediate average monthly posted prices ranged from $52.10 to $81.22 per Bbl for crude oil and the average monthly Henry Hub settlement price of natural gas ranged from $2.47 to $6.20 per MMBtu for natural gas. During the year ended December 31, 2020, West Texas Intermediate average monthly posted prices ranged from $16.70 to $57.86 per Bbl for crude oil and the average monthly Henry Hub settlement price of natural gas ranged from $1.50 to $3.00 per MMBtu.  During the year ended December 31, 2019, West Texas Intermediate average monthly posted prices ranged from $51.55 to $63.87 per Bbl for crude oil and the average monthly Henry Hub settlement price of natural gas ranged from $2.14 to $3.64 per MMBtu.

The following table presents the breakdown of our revenue for the following periods:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Royalty Income:

 

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

 

69

%

 

 

75

%

 

 

77

%

Natural gas sales

 

 

19

%

 

 

18

%

 

 

14

%

Natural gas liquids sales

 

 

10

%

 

 

7

%

 

 

7

%

Lease bonus

 

 

2

%

 

 

0

%

 

 

2

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

Commodity prices are inherently volatile, and changes in such prices have historically had an impact on our revenue.  Lower prices may not only decrease our revenues, but also potentially the amount of oil and natural gas that our operators can produce economically. Lower oil and natural gas prices may also result in a reduction in the borrowing base under our credit agreement, which may be redetermined at the discretion of our lenders.

The following table sets forth the average realized prices for oil, natural gas and natural gas liquids for the years ended December 31, 2021, 2020 and 2019:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Oil (Bbls)

 

$

66.39

 

 

$

35.84

 

 

$

59.85

 

Natural gas (Mcf)

 

$

3.59

 

 

$

2.01

 

 

$

2.62

 

Natural gas liquids (Bbls)

 

$

30.52

 

 

$

12.28

 

 

$

15.45

 

 

Principal Components of Our Cost Structure

Production and Ad Valorem Taxes 

Production taxes are paid on produced oil and natural gas based on a percentage of revenues from products sold at fixed rates established by federal, state, and local taxing authorities. Where available, we have historically benefited from tax credits and exemptions in our various taxing jurisdictions. We also directly paid ad valorem taxes in the counties where our production was located. Ad valorem taxes were generally based on the state government’s appraisal of our oil and natural gas properties.

41

 

Marketing and Transportation

Marketing and transportation expenses include the costs to process and transport our production to applicable sales points.  Generally, the terms of the lease governing the development of our properties permit the operator to pass through these expenses to us by deducting a pro rata portion of such expenses from our production revenues.

Amortization

Our Royalties are recorded at cost and capitalized as tangible assets. Acquisition costs related to proved properties are amortized on a units of production basis over the life of the proved reserves.

General and Administrative

General and administrative expenses are costs not directly associated with the production of oil, natural gas and NGLs and include the cost of executives and employees and related benefits (including stock-based compensation expenses), office expenses and fees for professional services.  In addition, we incur incremental G&A expenses relating to expenses associated with SEC reporting requirements, including annual and quarterly reports to shareholders, tax return preparation and dividend expenses, Sarbanes-Oxley Act compliance expenses, expenses associated with listing our securities, independent auditor fees, legal expenses, and investor relations expenses.

Interest Expense

We finance a portion of our working capital requirements and acquisitions with borrowings under our credit facility.  As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions.  We reflect interest paid to the lenders under our credit facility in interest expense on our statement of operations.  Please read “—Liquidity and Capital Resources—Indebtedness” for further details of our credit facility.    

Income Tax Expense

Income taxes reflect the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or settled. Deferred income taxes are also recognized for tax credits that are available to offset future income taxes. Deferred income taxes are measured by applying current tax rates to the differences between financial statement and income tax reporting. In assessing the realization of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, projected future taxable income based on proved and risk adjusted unproved oil and gas reserves and forecasted commodity pricing, and tax planning strategies in making this assessment. We will continue to evaluate whether the valuation allowance is needed in future reporting periods. We are subject to taxation in many jurisdictions, and the calculation of our income tax liabilities involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. We recognize certain income tax positions that meet a more-likely-than not recognition threshold. If we ultimately determine that the payment of these liabilities will be unnecessary, we will reverse the liability and recognize an income tax benefit during the period in which we determine the liability no longer applies.

42

 

Overview of Our Results of Operations

The following table summarizes our revenue and expenses and production data for the periods indicated (in thousands, except production data).

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$

72,838

 

 

$

40,081

 

 

$

68,463

 

Loss on commodity derivative instruments

 

 

(4,830

)

 

 

(1,200

)

 

 

-

 

Total revenue

 

 

68,008

 

 

 

38,881

 

 

 

68,463

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

 

3,935

 

 

 

2,807

 

 

 

4,262

 

Marketing and transportation

 

 

1,752

 

 

 

1,993

 

 

 

2,396

 

Amortization of royalty interests in oil and natural gas properties

 

 

15,233

 

 

 

14,103

 

 

 

12,737

 

General, administrative, and other

 

 

14,130

 

 

 

11,997

 

 

 

11,912

 

Total operating expenses

 

 

35,050

 

 

 

30,900

 

 

 

31,307

 

Operating income

 

 

32,958

 

 

 

7,981

 

 

 

37,156

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liability

 

 

467

 

 

 

5,128

 

 

 

6,069

 

Other income

 

 

50

 

 

 

125

 

 

 

165

 

Interest expense

 

 

(1,924

)

 

 

(2,197

)

 

 

(2,489

)

Total other income (expense)

 

 

(1,407

)

 

 

3,056

 

 

 

3,745

 

Income before income taxes

 

 

31,551

 

 

 

11,037

 

 

 

40,901

 

Provision for income taxes

 

 

4,059

 

 

 

589

 

 

 

3,918

 

Net income

 

 

27,492

 

 

 

10,448

 

 

 

36,983

 

Net income attributable to non-controlling interests

 

 

(14,336

)

 

 

(2,748

)

 

 

(16,564

)

Net income attributable to common shareholders

 

$

13,156

 

 

$

7,700

 

 

$

20,419

 

Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (1)

 

$

47,884

 

 

$

26,737

 

 

$

52,682

 

 

(1)

Adjusted EBITDA is a non-GAAP financial measure. For additional information regarding our calculation of Adjusted EBITDA as well as a reconciliation of net income to Adjusted EBITDA, please see “Overview of Our Results of Operations—Adjusted EBITDA” below.

 

43

 

 

 

 

 

For the Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Production Data:

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls)

 

 

756,236

 

 

 

835,545

 

 

 

879,288

 

Natural gas (BOE)

 

 

633,515

 

 

 

588,025

 

 

 

598,019

 

Natural gas liquids (Bbls)

 

 

230,093

 

 

 

247,536

 

 

 

296,813

 

Combined volumes (BOE)

 

 

1,619,844

 

 

 

1,671,106

 

 

 

1,774,120

 

Average daily combined volume (BOE/d)

 

 

4,438

 

 

 

4,566

 

 

 

4,861

 

% Oil

 

 

47

%

 

 

50

%

 

 

50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Average sales prices:

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls)

 

$

66.39

 

 

$

35.84

 

 

$

59.85

 

Natural gas (Mcf)

 

$

3.59

 

 

$

2.01

 

 

$

2.62

 

Natural gas liquids (Bbls)

 

$

30.52

 

 

$

12.28

 

 

$

15.45

 

Combined per (BOE)

 

$

43.75

 

 

$

23.98

 

 

$

37.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Costs ($/BOE):

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

$

2.43

 

 

$

1.68

 

 

$

2.40

 

Marketing and transportation expense

 

$

1.08

 

 

$

1.19

 

 

$

1.35

 

General and administrative

 

$

8.72

 

 

$

7.18

 

 

$

6.71

 

Interest expense, net

 

$

1.19

 

 

$

1.31

 

 

$

1.40

 

Depletion

 

$

9.40

 

 

$

8.44

 

 

$

7.18

 

Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020

Oil and Gas Revenues

Oil and gas revenues increased $32.8 million, or 82%, to $72.8 million for the year ended December 31, 2021, from $40.1 million for the year ended December 31, 2020. The increase in oil and gas revenues was attributable to an 85% increase in realized oil prices and a 79% increase in realized natural gas prices partially offset by a 3% decrease in production.   We received an average price of $66.39 per Bbl of oil and $3.59 per Mcf of gas sold during the year ended December 31, 2021 compared to $35.84 per Bbl of oil and $2.01 per Mcf of gas sold during the year ended December 31, 2020.  The Company also had an increase of $2.0 million in lease bonus revenue during the year ended December 31, 2021 compared to same period during 2020. In addition, the Company recognized a $3.6 million increase in its loss from our commodity derivative instruments as compared to our realized loss during 2020.  

Production and Ad Valorem Taxes

Production and ad valorem taxes increased $1.1 million, or 40%, to $4.0 million for the year ended December 31, 2021, from $2.8 million for the year ended December 31, 2020. As a percentage of oil and gas revenues, production and ad valorem taxes were 5% for the year ended December 31, 2021 compared to 7% for the year ended December 31, 2020.  This decrease, as a percentage of revenues, was partially due to the approximately 85% and 79% increase, respectively, in the average realized price of oil and natural gas as compared to 2020.  

Marketing and Transportation Expense

Marketing and transportation expense decreased $0.2 million or 12%, to $1.8 million for the year ended December 31, 2021, from $2.0 million for the year ended December 31, 2020. As a percentage of revenues, marketing and transportation expense was 2% during the year ended December 31, 2021 as compared to 5% for the prior year.  The decrease in marketing and transportation expense as a percentage of revenues during 2021 was attributable to fixed transportation costs incurred under our leases that do not increase along with the realized price on the sale of oil and natural gas.    

Amortization of Royalty Interests in Oil and Natural Gas Properties Expense

Amortization of royalty interests in oil and natural gas properties expense increased $1.1 million, or 8%, to $15.2 million for the year ended December 31, 2021, from $14.1 million for the year ended December 31, 2020. The increase in amortization of royalty interests in oil and gas properties expense was primarily attributable to the impact of higher depletion rates which was partially offset by lower production.  The higher depletion rates were primarily driven by decreases in estimated proved developed producing reserve quantities in the Eagle Ford as adjusted in our 2021 year-end reserve reports.  

General, Administrative, and Other Expense

General, administrative, and other expense increased by $2.1 million, or 18%, to $14.1 million for the year ended December 31, 2021, from $12.0 million for the year ended December 31, 2020. The increase in general, administrative, and other expense was

44

 

attributable to an increase of $2.2 million of transaction expenses related to the Desert Peak Minerals transaction, an increase of $2.5 million of payroll expense and other expenses associated with the departure of the Company’s former CEO and $0.2 million attributable to the restatement of the Company’s financial statements included in its 2020 Annual Report on Form 10-K.  This increase was partially offset by a $3.2 million decrease in stock based compensation expense associated with forfeitures.

Change in Fair Value of Warrant Liability

The change in the fair value of warrant liability decreased by $4.7 million, or 91% to a $0.5 million gain for the year ended December 31, 2021, from a $5.1 million gain for the year ended December 31, 2020.  The change in the fair value of the warrant liability was primarily attributable to the increase in the Company’s stock price and the decrease in the remaining term used as inputs in determining the fair value of the Private Placement Warrant liability.

Interest Expense

Interest expense decreased by $0.3 million, or 12%, to $1.9 million for the year ended December 31, 2021, from $2.2 million for the year ended December 31, 2020.  The decrease in interest expense was attributable to lower average outstanding borrowings under our Credit Facility as well as lower average interest rates.

Income Taxes

Income tax expense increased to $4.1 million for the year ended December 31, 2021, compared to $0.6 million for the year ended December 31, 2020.  The increase in income taxes was attributed to an increase in taxable income during the year ended December 31, 2021 as compared to the same period during 2020 attributable to higher average realized prices during 2021.    

Comparison of Year Ended December 31, 2020 to Year Ended December 31, 2019

Oil and Gas Revenues

Oil and gas revenues decreased $28.4 million, or 41%, to $40.1 million for the year ended December 31, 2020, from $68.5 million for the year ended December 31, 2019. The decrease in oil and gas revenues was attributable to a decrease in oil and natural gas production in addition to a 40% decrease in realized oil and a 23% decrease in realized natural gas prices.  We received an average price of $35.84 per Bbl of oil and $2.01 per Mcf of gas sold during the year ended December 31, 2020 compared to $59.85 per Bbl of oil and $2.62 per Mcf of gas sold during the year ended December 31, 2019.  The Company also had a decrease of $1.9 million in lease bonus revenue during the year ended December 31, 2020 compared to the same period in 2020.  In addition, during 2020, we recognized a $1.2 million loss from our commodity derivative instruments.  We did not enter into any commodity derivative instruments during 2019.  

Production and Ad Valorem Taxes

Production and ad valorem taxes decreased $1.5 million, or 34%, to $2.8 million for the year ended December 31, 2020, from $4.3 million for the year ended December 31, 2019. The decrease in production and ad valorem taxes was attributable to the decrease in production.  As a percentage of oil and gas revenues, production and ad valorem taxes were 7% for the year ended December 31, 2020 compared to 6% for the year ended December 31, 2019.  This increase, as a percentage of revenues, was partially due to the approximately 40% and 23% decrease, respectively, in the average realized price of oil and natural gas as compared to 2019.  

Marketing and Transportation Expense

Marketing and transportation expense decreased $0.4 million or 17%, to $2.0 million for the year ended December 31, 2020, from $2.4 million for the year ended December 31, 2019. As a percentage of revenues, marketing and transportation expense was 5% during the year ended December 31, 2020 as compared to 4% for the prior year.  The increase in marketing and transportation expense as a percentage of revenues during 2020 was attributable to fixed transportation costs incurred under our leases that do not decrease along with the realized price on the sale of oil and natural gas.    

Amortization of Royalty Interests in Oil and Natural Gas Properties Expense

Amortization of royalty interests in oil and natural gas properties expense increased $1.4 million, or 11%, to $14.1 million for the year ended December 31, 2020, from $12.7 million for the year ended December 31, 2019. The increase in amortization of royalty interests in oil and gas properties expense was primarily attributable to the impact of higher depletion rates which was partially offset by lower production.  The higher depletion rates were primarily driven by decreases in estimated proved developed producing reserve quantities in the Eagle Ford as adjusted in our 2020 year-end reserve reports.  

General, Administrative, and Other Expense

General, administrative, and other expense increased by $0.1 million, or 1%, to $12.0 million for the year ended December 31, 2020, from $11.9 million for the year ended December 31, 2019. The increase in general, administrative, and other expense was attributable to $0.8 million of expenses incurred as a part of the strategic review process which management had begun during the third

45

 

quarter of 2020 and an increase of $0.9 million in stock-based compensation.  These increases were partially offset by cost cutting measures implemented by management during the first quarter of 2020 due to the effects of the pandemic.  

Change in Fair Value of Warrant Liability

The change in the fair value of warrant liability decreased by $0.9 million, or 16% to $5.1 million for the year ended December 31, 2020, from $6.1 million for the year ended December 31, 2019.  The decrease in the fair value of the warrant liability is attributable to the decrease in the Company’s stock price that was used in determining the fair value of the warrant liability.  

Interest Expense

Interest expense decreased by $0.3 million, or 12%, to $2.2 million for the year ended December 31, 2020, from $2.5 million for the year ended December 31, 2019.  The decrease in interest expense was attributable to lower average outstanding borrowings under our Credit Facility as well as lower average interest rates.

Income Taxes

Income tax expense decreased to $0.6 million for the year ended December 31, 2020, compared to $3.9 million for the year ended December 31, 2019.  The decrease in income taxes was attributed to a decrease in taxable income during the year ended December 31, 2020 as compared to the same period during 2019 attributable to lower production and lower average realized prices during 2020.

Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure used by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We believe Adjusted EBITDA is useful because it allows us to evaluate our performance and compare the results of our operations period to period without regard to our financing methods or capital structure. In addition, management uses Adjusted EBITDA to evaluate cash flow available to pay dividends to our common stockholders.

We define Adjusted EBITDA as net income before interest expense, net, depletion expense, provision for income taxes, depreciation, unrealized gains and losses on commodity derivative instruments, non-cash gains and losses on revaluation of warrant liability, and non-cash equity-based compensation. Adjusted EBITDA is not a measure of net income as determined by GAAP. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets, none of which are components of Adjusted EBITDA.

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, royalty income, cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of net income to Adjusted EBITDA, our most directly comparable GAAP financial measure for the periods indicated (in thousands).

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Net income

 

$

27,492

 

 

$

10,448

 

 

$

36,983

 

Interest expense, net

 

 

1,924

 

 

 

2,197

 

 

 

2,489

 

Depletion

 

 

15,233

 

 

 

14,103

 

 

 

12,737

 

Income taxes

 

 

4,059

 

 

 

589

 

 

 

3,918

 

Depreciation

 

 

105

 

 

 

104

 

 

 

75

 

Unrealized (gain) loss on commodity derivative instruments

 

 

(694

)

 

 

944

 

 

 

-

 

Change in fair value of warrant liability

 

 

(467

)

 

 

(5,128

)

 

 

(6,069

)

Share-based compensation

 

 

232

 

 

 

3,480

 

 

 

2,549

 

Adjusted EBITDA

 

$

47,884

 

 

$

26,737

 

 

$

52,682

 

 

Liquidity and Capital Resources

Overview

Our primary sources of liquidity have historically been cash flows from operations and equity and debt financings, and our primary uses of cash are for dividends and for the acquisition of additional Royalties.  We intend to finance potential future acquisitions through a combination of cash on hand, borrowings under our Credit Facility and, subject to market conditions and other factors, proceeds from one or more capital market transactions, which may include debt or equity offerings. Our ability to generate cash is subject to a number

46

 

of factors, some of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory, and other factors, including weather.

Our shareholders agreement does not require us to distribute any of the cash we generate from operations. Cash dividends are made to the common stockholders of record on the applicable record date, generally within 60 days after the end of each quarter. Available cash for each quarter’s dividend is determined by the Board of Directors following the end of such quarter. Available cash for each quarter generally equals Adjusted EBITDA reduced for cash needed for debt service, income tax requirements and other contractual obligations and fixed charges that the Board of Directors deems necessary or appropriate, if any.

The effects of the COVID-19 outbreak and recent oil price volatility could have significant adverse consequences for general economic, financial and business conditions, as well as for our business and financial position and the business and financial position of the operators of our mineral interests and may, among other things, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all, and affect our future need or ability to borrow under our Credit Facility.  In addition to our potential sources of funding, the effects of such global events may impact our liquidity or need to alter our allocation or sources of capital, implement further cost reduction measures, and change our financial strategy.  Although the COVID-19 outbreak and recent oil price volatility could have a broad range of effects on our sources and uses of liquidity, the ultimate effect thereon, if any, will depend on future developments, which cannot be predicted at this time.

The following table presents cash distributions approved by the Board of Directors of our general partner for the periods presented.

Quarter Ended

 

Total

Quarterly

Dividend

Per Share

 

 

Total Cash

Dividends

 

 

Payment Date

 

Shareholders

Record Date

December 31, 2021

 

$

0.1450

 

 

$

6,817

 

 

March 9, 2022

 

February 28, 2022

September 30, 2021

 

$

0.1550

 

 

$

7,190

 

 

December 8, 2021

 

November 23, 2021

June 30, 2021

 

$

0.1500

 

 

$

6,957

 

 

September 8, 2021

 

August 25, 2021

March 31, 2021

 

$

0.1000

 

 

$

4,621

 

 

June 8, 2021

 

May 25, 2021

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

 

 

Indebtedness

Falcon Credit Facility

On the Closing Date, OpCo entered into a credit facility with Citibank, N.A., as administrative agent and collateral agent for the lenders from time-to-time party thereto (the “Credit Facility”). The Credit Facility provides for a maximum credit amount of $500.0 million and a borrowing base based on our oil and natural gas reserves and other factors of $70.0 million, subject to scheduled semi-annual and other borrowing base redeterminations and matures on the fifth anniversary of the Closing Date. As of December 31, 2021, OpCo had borrowings of $40.0 million under the Credit Facility at an interest rate of 2.60% and $30.0 million available for future borrowings under the Credit Facility.

Principal amounts borrowed are payable on the maturity date. OpCo has a choice of borrowing at the base rate or LIBOR, with such borrowings bearing interest, payable quarterly in arrears for base rate loans and one month, two-month, three month or six-month periods for LIBOR loans. LIBOR loans bear interest at a rate per annum equal to the rate appearing on the Reuters Reference LIBOR01 or LIBOR02 page as the LIBOR, for deposits in dollars at 12:00 noon (London, England time) for one, two, three, or six months plus an applicable margin ranging from 200 to 300 basis points. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one-month LIBOR loans plus 1%, plus an applicable margin ranging from 100 to 200 basis points. The scheduled redeterminations of OpCo’s borrowing base take place on April 1st and October 1st of each year. 

Obligations under the Credit Facility are guaranteed by OpCo and each of our existing and future, direct and indirect domestic subsidiaries (the “Credit Parties”) and are secured by all of the present and future assets of the Credit Parties, subject to customary carve-outs.

The Credit Facility contains certain customary representations and warranties, affirmative covenants, negative covenants, and events of default. As of December 31, 2021, OpCo was in compliance with such covenants. The negative covenants include restrictions

47

 

on the Company’s ability to incur additional indebtedness, acquire and sell assets, create liens, enter into certain lease agreements, make investments, and make distributions.

Cash Flows

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020   

A summary of the changes in cash flow data for the years ended December 31, 2021 and 2020 are set forth in the following table (in thousands, except percentages):

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Net cash flows provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

42,985

 

 

$

27,434

 

 

$

15,551

 

 

57%

 

Investing activities

 

 

(1,272

)

 

 

(2,431

)

 

 

1,159

 

 

-48%

 

Financing activities

 

 

(41,669

)

 

 

(24,822

)

 

 

(16,847

)

 

68%

 

 

Cash Flow from Operating Activities. Our operating cash flow has historically been sensitive to many variables, the most significant of which is the volatility of prices for the oil and natural gas for which we receive royalty revenue. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict.

The increase in cash flow provided by operating activities for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily related to an 85% increase in realized oil prices, and a 79% increase in natural gas realized prices partially offset by a 9% decrease in oil production period over period.  In addition, the Company experienced a decrease in working capital primarily driven by the timing of collection of accounts receivables and the timing of payments of accounts payable and accrued expenses as well as additional accrued severance expenses.

Cash Flow from Investing Activities. Investing activities are primarily related to the acquisition and disposition of oil and natural gas interests. Cash used in investing activities for the year ended December 31, 2021 was $1.3 million and was related to the acquisition of certain royalty interests in oil and natural gas properties.  Cash used in investing activities for the year ended December 31, 2020 was $2.4 million and the majority of which was related to the acquisition of certain royalty interests in oil and natural gas properties.

Cash Flow from Financing Activities. Cash used in financing activities for the year ended December 31, 2021 was $41.7 million, primarily related to dividends and distributions totaling $41.6 million and a net increase in borrowings under our Credit Facility of $0.2 million.  Cash used in financing activities for the year ended December 31, 2020 was $24.8 million, primarily related to dividends and distributions totaling $21.9 million and a net decrease in borrowings under our Credit Facility of $2.7 million.  Repayment of the borrowings under our Credit Facility was paid from cash flow generated by our operations during the period.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019  

A summary of the changes in cash flow data for the years ended December 31, 2020 and 2019 are set forth in the following table (in thousands, except percentages):

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

Net cash flows provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

27,434

 

 

$

55,229

 

 

$

(27,795

)

 

 

-50

%

Investing activities

 

 

(2,431

)

 

 

(23,353

)

 

 

20,922

 

 

 

-90

%

Financing activities

 

 

(24,822

)

 

 

(36,650

)

 

 

11,828

 

 

 

-32

%

Cash Flow from Operating Activities. Our operating cash flow has historically been sensitive to many variables, the most significant of which is the volatility of prices for the oil and natural gas for which we receive royalty revenue. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict.

The decrease in cash flow provided by operating activities for the year ended December 31, 2020 as compared to the year ended December 31, 2019 was primarily related to a 5% decrease in oil production, a 2% decrease in natural gas production coupled with a 40% decrease in realized oil prices and a 23% decrease in realized natural gas prices period over period.  In addition, the Company experienced a decrease in working capital primarily driven by the timing of collection of accounts receivables and the timing of payments of accounts payable and accrued expenses.

Cash Flow from Investing Activities. Investing activities are primarily related to the acquisition and disposition of oil and natural gas interests. Cash used in investing activities for the year ended December 31, 2020 was $2.4 million and the majority was related to

48

 

the acquisition of certain royalty interests in oil and natural gas properties.  Cash used in investing activities for the year ended December 31, 2019 was $23.4 million and the majority was related to the acquisition of certain royalty interests in oil and natural gas properties.

Cash Flow from Financing Activities. Cash used in financing activities for the year ended December 31, 2020 was $24.8 million, primarily related to dividends and distributions totaling $21.9 million and a net decrease in borrowings under our Credit Facility of $2.7 million.  The repayment of borrowings under our Credit Facility was paid from cash flow generated by our operations during the period.  Cash used in financing activities for the year ended December 31, 2019 was $36.7 million, primarily related to dividends and distributions totaling $58.0 million partially offset by a net increase in borrowings under our Credit Facility of $21.5 million.  The borrowings under our Credit Facility were primarily used to fund the acquisition of certain royalty interests in oil and gas properties during the period.

Contractual Obligations

We have contractual obligations that are required to be settled in cash. Our contractual obligations as of December 31, 2021 were as follows (in thousands):

 

 

Payments Due by Period

 

 

 

 

 

 

 

Less than

 

 

1 to 3

 

 

3 to 5

 

 

More than

 

 

 

Total

 

 

1 year

 

 

years

 

 

years

 

 

5 years

 

Long-term debt obligations

 

$

40,000

 

 

$

-

 

 

$

40,000

 

 

$

-

 

 

$

-

 

Operating lease obligations

 

 

720

 

 

 

228

 

 

 

395

 

 

 

87

 

 

 

10

 

Total

 

$

40,720

 

 

$

228

 

 

$

40,395

 

 

$

87

 

 

$

10

 

 

 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements that will affect us, see “Note 2—Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements” to our accompanying consolidated financial statements for the fiscal year ended December 31, 2021.

Critical Accounting Policies and Estimates

Management Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to amortization calculations, and estimates of fair value for long-lived assets, and reserves for contingencies and litigation. Management based its estimates on historical experience and on various other assumptions that were believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Royalty Interests in Oil and Natural Gas Properties

Royalty interests include acquired interests in production, development, and exploration stage properties. We follow the successful efforts method of accounting. Under this method, costs to acquire mineral and royalty interests in oil and natural gas properties are capitalized when incurred.

Acquisition costs of proven royalty interests are amortized using the units of production method over the life of the property, which is estimated using proven reserves. Acquisition costs of royalty interests on exploration stage properties, where there are no proven reserves, are not amortized. At such time as the associated unproved interests are converted to proven reserves, the cost basis is amortized using the units of production methodology over the life of the property, using proven reserves. For purposes of amortization, interests in oil and natural gas properties are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic condition.

Oil and Natural Gas Reserve Quantities

Our independent engineers and technical staff prepare our estimates of oil and natural gas reserves and associated future net cash flows. The SEC has defined proved reserves as the estimated quantities of oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The process of estimating oil and natural gas reserves is complex, requiring significant decisions in the evaluation of available geological, geophysical, engineering, and economic data. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time

49

 

to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various properties increase the likelihood of significant changes in these estimates. If such changes are material, they could significantly affect future amortization of capitalized costs and result in impairment of assets that may be material.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

Impairment of Royalty Interests in Oil and Natural Gas Properties

We review and evaluate our royalty interests in oil and natural gas properties for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. When such events or changes in circumstances occur, we estimate the undiscounted future cash flows expected in connection with the properties and compare such future cash flows to the carrying amounts of the properties to determine if the carrying amounts are recoverable. If the carrying value of the properties is determined to not be recoverable based on the undiscounted cash flows, an impairment charge is recognized by comparing the carrying value to the estimated fair value of the properties. The factors used to determine fair value include, but are not limited to, estimates of proved, probable and possible reserves, future commodity prices, the timing of future production and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and gas properties. No such impairment expense was recorded for the years ended December 31, 2021 or 2020.

Commodity Derivative Financial Instruments

Our ongoing operations expose us to changes in the market price for oil and natural gas. To mitigate the price risk associated with our operations, we, use commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed price swaps, costless collars, fixed-price contracts, and other contractual arrangements. We do not enter into derivative instruments for speculative purposes. The impact of these derivative instruments could affect the amount of revenue we ultimately record.

Derivative instruments are recognized at fair value. If a right of offset exists under master netting arrangements and certain other criteria are met, derivative assets and liabilities with the same counterparty are netted on the consolidated balance sheets. Gains and losses arising from changes in the fair value of derivatives are recognized on a net basis in the accompanying consolidated statements of operations within gain (loss) on commodity derivative instruments. Although these derivative instruments may expose us to credit risk, we mitigate that risk by monitoring the creditworthiness of our counterparties.

Warrant Liability

We account for the Warrants issued in connection with our IPO and private placement in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants was estimated utilizing a binomial lattice model.  

Revenue Recognition

Revenues from our Royalties represent the right to receive revenues from oil, natural gas and NGL sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index. Royalty interest and revenue recognition related accounting policies are defined and described more fully in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk 

Our major market risk exposure is in the pricing applicable to the oil and natural gas production of our operators. Realized pricing was primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil and natural gas production has been volatile and unpredictable for several years and we expect this volatility to continue in the future. The prices that our operators receive for production depend on many factors outside of our or their control. To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we may use commodity derivative instruments to reduce our exposure to the price volatility of oil and natural gas.  The counterparties to these contracts are unrelated third parties. The contracts settle monthly in cash based on a designated floating price. The designated floating price is based on the MEH benchmark for oil and NYMEX for natural gas. We have not designated any of our contracts as fair value or cash flow hedges. Accordingly, the changes in fair value of the contracts are included in net income in the period of the change. 

50

 

As of December 31, 2021, we had a net liability derivative position related to our commodity price derivatives of $250 thousand.    Utilizing actual derivative contractual volumes under our fixed price swap contracts and costless collar contracts as of December 31, 2021, a 10% increase in forward curves associated with the underlying commodity would have increased the net liability position to $343 thousand, an increase of $0.1 million, while a 10% decrease in forward curves associated with the underlying commodity would have created a net liability position of $179 thousand, a decrease of $0.1 million.  However, any cash derivative gain or loss would be partially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.  

Revenue Concentration Risk 

We are subject to risk resulting from the concentration of oil and gas revenues in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2021, we received approximately 47%, 19%, and 15% of our revenue from ConocoPhillips, EOG, and Devon, respectively. For the year ended December 31, 2020, we received approximately 42%, 20%, and 16% of our revenue from ConocoPhillips, EOG, and Devon, respectively. We do not believe the loss of any single purchaser would materially impact our operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

Interest Rate Risk

We have exposure to changes in interest rates on our indebtedness. As of December 31, 2021, we had total borrowings under our Credit Facility of $40.0 million. The impact of a 1% increase in the interest rate on this amount of debt would result in an increase in interest expense of approximately $0.4 million annually, assuming that our indebtedness remained constant throughout the year. We do not currently have any interest rate hedges in place.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and supplementary financial data required by this Item are set forth on pages F-1 of this Annual Report and are incorporated herein by reference.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is properly and timely reported and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial reporting. Furthermore, effectiveness of an internal control system in future periods cannot be guaranteed because the design of any system of internal controls is based in part upon assumptions about the likelihood of future events. There can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time certain controls may become inadequate because of changes in business conditions, or the degree of compliance with policies and procedures may deteriorate. As such, misstatements due to error or fraud may occur and not be detected.

We have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021 with the participation, and under the supervision, of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements.  Also, projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

51

 

As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.  Based on the assessment, management believes that we maintained effective internal control over financial reporting as of December 31, 2021, based on those criteria.

Remediation of the Material Weakness in Internal Control Over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in our Annual Report on Form 10-K/A for the year ended December 31, 2021 and enhanced our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our consolidated financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of December 31, 2021. 

Changes in Internal Control Over Financial Reporting

Other than the changes made to remediate the material weakness described above, there has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2021 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

ITEM 9B.

OTHER INFORMATION

None.  

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

 

52

 

 

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table shows information for the executive officers, certain significant employees, and directors of the Company, as of March 3, 2022. Directors hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification.

Name

 

Age (as of March 3, 2022)

 

Position with Falcon

Bryan C. Gunderson

 

41

 

President, Chief Executive Officer and Director

Matthew B. Ockwood

 

38

 

Chief Financial Officer

Jeffrey F. Brotman

 

58

 

Chief Legal Officer and Secretary

Michael J. Downs

 

44

 

Chief Operating Officer

Stephen J. Pilatzke

 

43

 

Chief Accounting Officer

Claire R. Harvey

 

42

 

Chairman

Steven R. Jones

 

49

 

Director

William D. Anderson, PE

 

67

 

Director

Alan J. Hirshberg

 

60

 

Director

Erik C. Belz

 

36

 

Director

Adam M. Jenkins

 

38

 

Director

Mark C. Henle

 

36

 

Director

Set forth below is a description of the backgrounds of our executive officers, certain significant employees and directors.

Bryan C. Gunderson has been our President and Chief Executive Officer and served on its Board of Directors since June 2021. Prior to his current role, Mr. Gunderson served as our Chief Financial Officer beginning in June 2019.  He previously served as the Executive Vice President, Finance of Nine Point Energy, a private exploration and production company where he was responsible for finance, budgeting and financial controls. Before that, from 2013 to 2016, he served as Vice President, Office of the CEO, of Triangle Petroleum, a public oil and gas business. From 2011 to 2013 he was an Associate in the Energy Financial Services division of General Electric. Before that he was a Financial Analyst in the Global Upstream division of Chevron and an investment banking analyst in the natural resources group at Lehman Brothers. Mr. Gunderson received a BA from Bard College and a MBA in finance from The Wharton School, University of Pennsylvania.

Matthew B. Ockwood has been our Chief Financial Officer since June 2021. Prior to joining Falcon, Mr. Ockwood served as Managing Director and member of the Investment Committee of Chambers Energy Capital, a Houston based investment firm focused on opportunistic credit and equity investments in the energy industry. While at Chambers Energy, Mr. Ockwood served on the boards of directors of numerous companies, both private and publicly listed, during his 12-year tenure with the firm. Prior to Chambers Energy’s founding in 2009, Mr. Ockwood was employed by Lehman Brothers where he worked in the Natural Resources investment banking group. Mr. Ockwood holds a B.B.A in Finance, summa cum laude, and a Certificate in Leadership Study and Development from Texas A&M University where he served as the Commander of the Corps of Cadets.

Jeffrey F. Brotman has been our Chief Legal Officer and Secretary since April 2017. He previously served as our Chief Financial Officer from April 2017 to June 2019. Mr. Brotman has been Vice Chairman and Chief Operating Officer of Hepco Capital Management, LLC since its formation in September 2016. Hepco is a private investment firm that sponsors principal capital investments in diverse business sectors. He also was the Chief Financial Officer, Chief Legal Officer and Secretary of Osprey Technology Acquisition Corp. (NYSE: SFTW), a blank check company, from June 2019 until its merger with BlackSky Technologies, Inc (NYSE: BKSY) in September 2021. He has been the Chief Legal Officer and Secretary of Broadscale Acquisition Corp. (NASDAQ: SCLE), a blank check company since December 2020. Mr. Brotman was Chief Operating Officer and Executive Vice President at Resource America, Inc., formerly a publicly traded asset manager investing in real estate, financial services and credit until its sale to C-III Capital Partners, until September 2016. He joined Resource America in 2007, and while at Resource America also served as Executive Vice President of Resource Capital Corp., now known as  ACRES Commercial Realty Corp., a publicly-traded real estate investment trust, Chairman of the Board of Directors of Primary Capital Mortgage, Director of Leaf Commercial Capital and sat on various investment committees across all product lines. Mr. Brotman was the President and Chief Executive Officer of Access to Money, Inc. (f/k/a TRM Corp.), one of the world’s largest non-bank ATM operators, from March 2006 to June 2007, and served as the Chairman of its Board of Directors from September 2006 through September 2008. Mr. Brotman was a co-founder, and served as Managing Member, of Ledgewood, PC, a Philadelphia based business law firm, from June 1992 to March 2006, and was of counsel until June 2007. He was a Trustee of Resource Real Estate Diversified Income Fund from its inception in March 2013 until September 2016. He has been an adjunct Professor of Law at the University of Pennsylvania Law School since 1990, where he has taught courses in accounting and lending transactions. He is also a Certified Public Accountant (currently inactive) and a licensed Real Estate Broker.

53

 

Michael J. Downs has been our Chief Operating Officer since February 2020, and before that served as our VP of Operations since October 2018, where he oversaw our royalty production, land administration, reservoir engineering and ongoing minerals acquisition efforts. He previously served as VP Operations at Titan Energy, LLC and its predecessors, oil and gas exploration and production companies, from April 2014 until September 2018, where he managed Titan’s Eagle Ford position. From July 2011 until March 2014, Mr. Downs was Director, Strategic operations for Atlas Energy, LP. Prior to this, Mr. Downs was JV Coordinator for Atlas, responsible for managing a $1.7 billion joint venture in the Marcellus Shale between Atlas Energy, Inc and Reliance Industries of India. Mr. Downs graduated from Drexel University with a Bachelor of Science in Business Administration, Accounting.

Stephen J. Pilatzke has been our Chief Accounting Officer since October 2018. From January 2010 to September 2018, Mr. Pilatzke served in multiple positions, most recently as Chief Accounting Officer, of Lightfoot Capital Partners GP, LLC, a private equity company with a focus on the energy sector. From October 2013 until its sale in December 2017, Mr. Pilatzke was also Chief Accounting Officer of Arc Logistics GP, LLC, the general partner of Arc Logistics Partners LP, formerly a publicly traded company and portfolio company of Lightfoot Capital Partners. Prior to joining Lightfoot Capital Partners, Mr. Pilatzke served as Chief Financial Officer and Controller of Paramount BioSciences LLC, a venture capital firm specializing in the pharmaceutical and biotechnology sector and was responsible for all of the accounting and reporting functions of the company and related portfolio companies, from 2005 to 2010. Prior to Paramount BioSciences LLC, Mr. Pilatzke worked as an auditor at Eisner LLP, an accounting and advisory firm, from 2001 to 2005. Mr. Pilatzke is a Certified Public Accountant and received his BS in Accounting from Binghamton University.

Claire R. Harvey has been a director and Chairman of the Board of Directors since May 2020. Ms. Harvey is the President of ARM Resources, the upstream oil and gas division of ARM Energy, a premier producer services firm providing innovative solutions across the energy value chain. Ms. Harvey has a long history of investing in and owning oil and gas assets. From May 2019 to August 2020, she led Gryphon Oil and Gas, a private equity-sponsored company focused on acquiring non-operated interests in the Permian Basin. Prior to Gryphon, Ms. Harvey made upstream oil and gas investments on behalf of two private equity funds, Pine Brook Partners from March 2014 to May 2019, and TPH Partners from May 2010 to February 2014. Earlier in her career, she worked as an investment banker at Lehman Brothers and Barclays Capital, primarily focused on corporate finance and mergers and acquisitions for oil and gas companies. Ms. Harvey has served as a director on several private oil and gas company boards and also currently serves on the Board of Directors of Tellurian Inc. (NYSE American: TELL), the Board of Advisors for the Texas A&M University Finance Department as well as the Texas A&M University Petroleum Ventures Program. Ms. Harvey earned a BBA in Finance at Texas A&M University, where she was also a four-year letterman and co- captain for the Texas Aggie Volleyball Team. In addition, Ms. Harvey earned an MBA from the Jones Graduate School of Business at Rice University where she was the Jones Scholar and M.A. Wright Award winner. We believe that Ms. Harvey’s extensive experience in the oil and gas industry qualifies her for service on our Board.

Steven R. Jones has been a Director since October 2017. Mr. Jones is the Executive Vice President and Chief Financial Officer of WaterBridge Resources LLC, a privately held company focused on building and operating water pipelines and related infrastructure to serve oil and gas producers. From November 216 to March 2018, Mr. Jones was the Founder, President and Chief Executive Officer of Core Midstream, a venture-stage energy company focused on acquiring and developing companies and projects engaged in midstream services for natural gas and crude oil producers. From February 2014 to October 2016, he founded and served as the Senior Vice President and Chief Financial Officer of PennTex Midstream Partners, a former Nasdaq listed limited partnership focused on owning, operating, acquiring and developing midstream energy infrastructure assets in North America. Prior to that, from March 2008 to January 2014, Mr. Jones served as the Managing Director and Head of Midstream Investment Banking of Tudor, Pickering, Holt & Company, an integrated investment and merchant bank providing high quality advice and services to the energy industry. In addition, from June 2004 to March 2008, he served as Vice President, Global Natural Resources of Lehman Brothers, Inc., a global financial services fi rm. Prior to that, from June 2000 to June 2004, Mr. Jones served as Director of Corporate Development of El Paso Corporation, a provider of natural gas and related energy products. We believe that Mr. Jones’ extensive experience in the oil and gas industry qualifies him for service on our Board.

William D. Anderson, PE has been a Director since July 2018. Mr. Anderson is the founding member and Managing Partner of Anderson King Energy Consultants, LLC (“AK”) and has been since 2012. In 2005 and prior to the formation of AK, Mr. Anderson formed Anderson O&G, Inc. (“AOG”), a boutique energy sector advisory and consulting business oriented towards acquisition and divestiture activities. Prior to forming AOG, Mr. Anderson served as the Executive Vice President and Chief Operating Officer for Wynn-Crosby Energy, Inc. Mr. Anderson is a registered petroleum engineer and is a former Senior Vice President and Partner of Netherland, Sewell & Associates, Inc. At Netherland Sewell he served as team leader for major projects in the Mid-Continent, Permian, North & South Louisiana, and South Texas basins, as well as for projects in Europe, SE Asia, and Africa. Prior to joining Netherland Sewell in 1983, Mr. Anderson held several positions with Exxon Company U.S.A. including Supervising Reservoir Engineer managing five large off shore fields. Mr. Anderson received a B.S. in civil engineering from the University of Connecticut, an M.S. in civil engineering from Columbia University and a Master of Engineering in Petroleum Engineering from Tulane University.  We believe that Mr. Anderson’s extensive experience in the oil and gas industry qualifies him for service on our Board.

Alan J. Hirshberg has been a director since April 2019. Mr. Hirshberg has worked with Blackstone as a Senior Advisor since January 2019. He joined ConocoPhillips in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Executive Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips’ worldwide operations, as well as supply chain, aviation, marine, major projects and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in

54

 

upstream research, production operations, major projects and strategic planning. Mr. Hirshberg earned Bachelor and Master of Science degrees in Mechanical Engineering from Rice University. We believe that Mr. Hirshberg’s extensive experience in the oil and gas industry qualifies him for service on our Board.

Erik C. Belz has been a director since April 2021. Mr. Belz is a Managing Director in the Private Equity Group at Blackstone. Since joining Blackstone in 2014, Mr. Belz has focused on investments in the natural resource space, including metals & mining, agriculture, and water, in addition to energy transition and sustainability opportunities. Mr. Belz has been involved in the execution of several Blackstone’s investments in the energy assets and natural resources sectors, including Cheniere, Cliff Swallow, EagleClaw Grand Prix, Guidon Energy, Permian Highway Pipeline, Primexx Energy Partners, Rover and Swallowtail among others. Before joining Blackstone, from 2011 to 2014, Mr. Belz was a Vice President at Blue Water Energy, a natural resources-focused private equity fund based in London. Prior to that, Mr. Belz was an Associate at the First Reserve Corporation, an energy-focused private equity firm. Mr. Belz began his career as an Investment Banking Analyst at Lehman Brothers in the Natural Resources, Mergers and Acquisitions Group. Mr. Belz received an A.B. in Economics with a concentration in Government from Harvard College, where he graduated cum laude. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr. Belz is well qualified to serve on our Board.

Adam M. Jenkins has been a director since August 2018. Mr. Jenkins is a Managing Director and Chief Operating Officer of the Portfolio Operations Group at Blackstone, focusing on financial and operational performance monitoring across the global portfolio, supporting the strategic prioritization of Blackstone’s operational resources at scale, and driving integration of Blackstone’s portfolio operating model in the investment process. Mr. Jenkins joined Blackstone in July 2013, previously focusing on private equity investments in the energy sector.  He has been involved with Blackstone’s investments in Beacon Offshore Energy, Brix Oil & Gas, Kosmos Energy, LLOG Bluewater, Royal Resources, Siccar Point Energy, and Vine Oil & Gas. From August 2011 until June 2013, Mr. Jenkins was an Associate at WL Ross & Co. From July 2006 until July 2008, he worked at Lazard Ltd. Mr. Jenkins received a BA summa cum laude in Philosophy from Yale College, and a JD magna cum laude from Harvard Law School. He is a member of the New York State Bar. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr. Jenkins is well qualified to serve on our Board.

 

Mark C. Henle has been a director since July 2021. Mr. Henle is a Principal in the Private Equity Group at Blackstone. Since joining Blackstone in 2019, Mr. Henle has focused on investments in the upstream, oilfield and energy transition service sectors and has been involved in Blackstone’s investments in Beacon Offshore Energy, Primexx Energy Partners, Rock Ridge Royalty, Ulterra and Waterfield Midstream. Before joining Blackstone, from 2014 to 2019, Mr. Henle was a Vice President at White Deer Energy, an energy-focused private equity fund based in Houston and New York. Prior to that, Mr. Henle was an Associate at Lazard in the Power, Energy and Infrastructure Group. Mr. Henle began his career as an Analyst at Goldman Sachs in the Equities Division. Mr. Henle received an MBA from Harvard Business School and a BA in Economics and Computer Science summa cum laude from Dartmouth College. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr. Henle is well qualified to serve on our Board.

Information Concerning Our Board of Directors, Committees and Governance

Corporate Profile

Our shares of Class A common stock are listed on the Nasdaq Capital Market under the symbol “FLMN” and we are subject to Nasdaq listing standards. Our Board is divided into three classes with only one class of directors being elected each year. The term of office of the Class II directors, consisting of Messrs. Anderson, Henle and Jenkins, will expire at the 2022 annual meeting. The term of office of the Class III directors, consisting of Claire R. Harvey and Bryan C. Gunderson, will expire at the 2023 annual meeting. The term of office of the Class I directors, consisting of Messrs. Hirshberg, Jones and Belz, will expire at the 2024 annual meeting. The Nasdaq listing standards require that a majority of our Board be independent. The Board has determined that Messrs. Anderson, Hirshberg, Belz, Jenkins, Henle, and Jones, and Ms. Harvey, are independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and the rules and regulations promulgated by the Securities and Exchange Commission, or “SEC.”

We have adopted corporate governance guidelines and charters for the audit, compensation and nominating and corporate governance committees of the Board intended to satisfy Nasdaq listing standards. We have also adopted a code of business conduct and ethics for our directors, officers and employees intended to satisfy Nasdaq listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of business conduct and ethics and committee charters are available on our website at www.falconminerals.com. The information on our website is not part of this proxy statement.

 

The Board held 14 meetings during 2021. During 2021, each of our incumbent directors attended at least 75% of the meetings of the Board and the meetings of the committees of the Board on which that director served (in each case, which were held during the period for which such incumbent director was a director). We do not have a policy regarding director attendance at annual meetings but encourage the directors to attend if possible. One of our directors virtually attended the 2021 annual meeting of stockholders.

 

 

55

 

 

Board Committees

The standing committees of the Company’s Board consist of an audit committee, a compensation committee, and a nominating and corporate governance committee. In 2021, the audit committee held five meetings, the compensation committee held six meetings and the nominating and corporate governance committee held two meeting. In 2021 the Board also established an ad hoc transaction advisory committee. Each of the committees reports to the Board. The composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Nasdaq rules and Section 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. We have established an audit committee of the board of directors, which currently consists of Messrs. Jones and Anderson, and Ms. Harvey. Each of Messrs. Jones and Anderson, and Ms. Harvey, meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Jones serves as Chairman of the Audit Committee.

The audit committee’s duties, which are specified in the Audit Committee Charter, which is available on the Company’s website, include, but are not limited to:

 

 

•

 

review of the Company’s audited financial statements;

 

 

•

 

the integrity of the Company’s financial statements;

 

 

•

 

the Company’s process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;

 

 

•

 

the qualifications, engagement, compensation, independence and performance of the Company’s independent auditor; and

 

 

•

 

the performance of the Company’s internal audit function.

Financial Expert on Audit Committee

Under the Nasdaq listing standards, the audit committee must at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. We have determined that Mr. Jones satisfies Nasdaq’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-K promulgated by the SEC.

Compensation Committee

We have established a compensation committee of the board of directors, which currently consists of Messrs. Jenkins and Belz, and Ms. Harvey. Each of Messrs. Jenkins and Belz, and Ms. Harvey, meets the independent director standard under Nasdaq listing standards. Mr. Belz serves as Chairman of our compensation committee.

 

The compensation committee’s duties, which are specified in the Compensation Committee Charter, which is available on the Company’s website, include, but are not limited to:

 

 

•

 

determining and approving the compensation of executive officers; and

 

 

•

 

reviewing and approving incentive compensation and equity compensation policies and programs.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Frederic W. Cook & Co., Inc., an independent compensation consultant (“FW Cook”), has been engaged by the compensation committee to provide compensation consulting services and benchmarking information to executive management. This information may also be provided to the compensation committee, from time to time, in making certain compensation determinations. Such consultant provided advice and recommendations for employee and director compensation for fiscal 2021 and did not provide any services to us unrelated to executive or director compensation.

56

 

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors, which consists of Messrs. Henle, Hirshberg, Jenkins and Jones. Each of Messrs. Henle, Hirshberg, Jenkins and Jones meet the independent director standard under Nasdaq listing standards. Mr. Henle currently serves as Chairman of our nominating and corporate governance committee.

The nominating and corporate governance committee’s duties, which are specified in the Nominating and Corporate Governance Committee Charter, which is available on the Company’s website, include, but are not limited to:

 

 

•

 

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board;

 

 

•

 

developing, recommending to the Board and overseeing implementation of the Company’s corporate governance guidelines;

 

 

•

 

coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the company; and

 

 

•

 

reviewing on a regular basis the Company’s overall corporate governance and recommending improvements as and when necessary.

The nominating and corporate governance committee also develops and recommends to the Board corporate governance principles and practices and assists in implementing them, including conducting a regular review of our corporate governance principles and practices.

In addition to the rights set forth in the Shareholders Agreement discussed elsewhere in this proxy statement, the nominating and corporate governance committee expects to use a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to the Board apart from those nominees designated pursuant to the Shareholders Agreement, the committee expects it will solicit candidate recommendations from its own members, other directors and management. It also may engage the services and pay the fees of a professional search firm to assist it in identifying potential director nominees. The committee will assess the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, and the designation provisions of the Shareholders Agreement are waived or do not apply, the committee will consider whether to fill those vacancies and, if applicable, will consider various potential director candidates. The committee expects to evaluate any such candidates at regular or special meetings of the committee and may be considered at any point during the year.

The nominating and corporate governance committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a nominating committee-recommended nominee. The committee will seek to ensure that the membership of the Board and each committee of the Board satisfies all relevant Nasdaq listing standard requirements and applicable laws and regulations and all requirements of our governance documents. The nature of the specific qualifications, qualities, experience or skills (including international versus domestic background, diversity, age, and legal and regulatory requirements) that the committee may look for in any particular director nominee who is not a designee under the Shareholders Agreement will depend on the qualifications, qualities and skills of the rest of the directors at the time of any vacancy on the Board. The committee does not have a formal policy regarding the consideration of diversity in identifying director nominees beyond being committed to ensuring that no person would be excluded from consideration for service as a director as a result of their sex, race, religion, creed, sexual orientation or disability.

The nominating and corporate governance committee will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting. Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our certificate of incorporation and bylaws.

Transaction Advisory Committee

In September 2020, the Board established a transaction advisory committee consisting of Messrs. Jones and Anderson, and Ms. Harvey. Ms. Harvey served as Chairman of the committee. The transaction advisory committee was an ad hoc committee established by the Board for the purpose of identifying, evaluating, negotiating and overseeing one or more potential transactions including, but not limited to, asset or business purchases and sales, business combinations and capital raises. The transaction advisory committee’s duties included:

  

•

 

review and evaluation of potential transactions;

  

•

 

establishment and oversight of a process to solicit expressions of interest and to review and evaluate alternative transactions;

  

•

 

negotiate (or oversee and direct negotiations of) the terms and conditions of a transaction;

  

•

 

determine whether the transactions are beneficial to the Company and its stockholders;

  

•

 

recommend to the Board what actions, if any, should be taken by the Board with respect to the transaction, provided, however, that the committee did not have the authority of the Board to approve a transaction;

  

•

 

determine insider conflicts with respect to a potential transaction;

57

 

 

•

 

assist in the preparation and filing of any documents as may be required with respect to a potential transaction;

  

•

 

report regularly to the Board or any other committee thereof as the committee deems appropriate.

The transaction advisory committee served until April 2021, at which time it was disbanded.

In August 2021, the Board re-established a transaction committee, again consisting of Messrs. Jones and Anderson, and Ms. Harvey. Ms. Harvey served as Chairman of the committee. The transaction advisory committee was an ad hoc committee established by the Board for the purpose of identifying, evaluating, negotiating, and overseeing a potential transaction in which Blackstone may have a competing interest, as well as to review and evaluate additional asset or business purchases and sales or business combinations in which Blackstone may have an interest. The transaction committee’s duties again included:

  

•

 

review and evaluation of a potential transaction in which Blackstone may have a competing interest as well as additional potential asset or business purchases and sales or business combinations in which Blackstone may have an interest;

  

•

 

establishment and oversight of a process to solicit expressions of interest and to review and evaluate alternative transactions;

  

•

 

negotiate (or oversee and direct negotiations of) the terms and conditions of a transaction;

  

•

 

determine whether the transactions are beneficial to the Company and its stockholders;

  

•

 

recommend to the Board what actions, if any, should be taken by the Board with respect to the transaction, provided, however, that the committee did not have the authority of the Board to approve a transaction;

  

•

 

determine insider conflicts with respect to a potential transaction;

  

•

 

assist in the preparation and filing of any documents as may be required with respect to a potential transaction;

  

•

 

report regularly to the Board or any other committee thereof as the committee deems appropriate.

The re-constituted transaction committee served until September 29, 2021, at which time it was suspended. On November 12, 2021, the transaction committee was reinstated in response to the receipt of a business combination proposal received on November 11, 2021. The transaction committee’s responsibilities were clarified and expanded by the Board on December 16, 2021 to include the following:

  

•

 

review and evaluate the terms and conditions certain proposed transactions and any alternatives that may arise the foregoing, and determine whether, such transactions is advisable, fair to and in the best interests of the Corporation and its stockholders (other than Blackstone);

  

•

 

establish, oversee, and direct a process for the review and evaluation of such transactions;

  

•

 

negotiate (or oversee and direct negotiations of) the terms and conditions of such transactions or any alternative that may arise out of the undertaking such transactions;

  

•

 

determine whether such transactions or any alternative that may arise out of such transactions is in the best interests of the Falcon and its stockholders (other than Blackstone);

  

•

 

determine if any director or executive officer is actually or potentially conflicted with respect to any of such transactions or any alternatives that may arise therefrom;

  

•

 

determine whether or not to approve such transactions that may arise out of the Corporation undertaking the foregoing and to undertake any action with respect thereto that may otherwise be taken by the Board, other than those actions required by the DGCL to be undertaken by the Board, and

  

•

 

recommend to the Board what actions, if any, should be taken by the Board with respect to any such transaction and any alternatives that may arise therefrom, including, without limitation, to take no action with respect to or not to pursue such transaction.

 

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees intended to satisfy Nasdaq listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our code of business conduct and ethics is available on the Company’s website. We intend to disclose amendments to and waivers, if any, from our Code of Business Conduct and Ethics and Financial Code of Ethics, as required, on our website, www.falconminerals.com, promptly following the date of any such amendment or waiver.

Board Leadership Structure and Role in Risk Oversight

Claire R. Harvey serves as Chairman of the Board. We believe that the most effective leadership structure at the present time is to have separate Chairman and Chief Executive Officer positions because this allows the Board to benefit from having multiple strong voices bringing separate views and perspectives to meetings.

Our Board is responsible for overseeing the overall risk management process at our company. Risk management is considered a strategic activity within our company and, responsibility for managing risk currently rests with executive management while the Board participates in the oversight of the process. The oversight responsibility of our Board is enabled by management reporting processes designed to provide visibility to the Board about the identification, assessment, and management of critical risks. Those areas of focus include strategic, operational, financial and reporting, compliance and other risks. Our audit committee enhances the Board’s oversight of risk management and discusses with management, the independent auditor and the internal auditor policies with respect to risk assessment and risk management, including significant operating and financial risk exposures and the steps management has taken to

58

 

monitor, control and report such exposures. Further, our compensation committee enhances the Board’s oversight of risk management by considering the impact of the Company’s compensation plans, and the incentives created by the Company’s compensation plans, on the Company’s risk profile. In 2020, the compensation committee retained F.W. Cook, a third-party company, to provide consulting services related to our risk management policies attributable to our compensation plans.

Stockholder and Interested Party Communications

Stockholders are invited to communicate to the Board or its committees by writing to: Falcon Minerals Corporation, Attention: Board of Directors, c/o Jeffrey F. Brotman, Chief Legal Officer and Secretary, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103. In addition, interested parties may communicate with the Chairman of the Board or with the non-management and independent directors of the Company as a group by writing to: Falcon Minerals Corporation, Attention: Chairman of the Board of Directors, c/o Jeffrey F. Brotman, Chief Legal Officer and Secretary, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.

Executive Sessions of Non-Management Directors

Our Board holds regular executive sessions in which the non-management directors meet without any members of management present, no less frequently than two times per year. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. In the event that the non-management directors include directors who are not independent under the listing requirements of Nasdaq, then at least once a year, there may be an executive session including only independent directors.

Committee Reports

Audit Committee Report

In connection with its function to oversee and monitor our financial reporting process, the audit committee has done the following:

 

 

•

 

reviewed and discussed our financial statements for the fiscal year ended December 31, 2021 with our management and our independent registered public accounting firm, Deloitte & Touche LLP;

 

 

•

 

discussed with our independent registered public accounting firm those matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard 1301 (Communications with Audit Committees); and

 

 

•

 

received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding our accountant’s communications with the audit committee concerning independence, and discussed with their independence.

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in the annual report.

 

 

The Audit Committee of the Board of Directors:

William D. Anderson

Claire R. Harvey

Steven R. Jones

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Messrs. Jenkins and Belz, and Ms. Harvey. None of such persons was an officer or employee of the Company or any of its subsidiaries during fiscal 2021 or was formerly an officer or employee of the Company. During fiscal 2021, none of the Company’s executive officers served as a director or on the compensation committee of another entity, one of whose executive officers served on the Compensation Committee. During fiscal 2021, none of the Company’s executive officers served on the compensation committee of another entity, any one of whose executive officers served on the Company’s Board.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely upon a review of Section 16 Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal year, except for the following, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December 31, 2021.  Mr. Gunderson filed one late Form 4 relating to a withholding of shares to cover tax obligations in connection with vesting of restricted stock; and Ms. Harvey filed one late Form 4 relating to a grant of shares of restricted stock.  

59

 

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The tables and narrative disclosure below provide compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the JOBS Act.

In this section, we provide disclosure relating to the compensation of our named executive officers paid by the Company for fiscal years 2020 and 2021. The tables and narrative disclosure below provide compensation information for the following individuals:

 

 

•

 

Bryan C. Gunderson, our President and Chief Executive Officer;

 

 

 

 

 

 

•

 

Daniel C. Herz, our former President and Chief Executive Officer;

 

 

 

•

 

Matthew B. Ockwood, our Chief Financial Officer;

 

 

•

 

Michael J. Downs, our Chief Operating Officer.

We refer to Messrs. Gunderson, Herz, Ockwood and Downs herein collectively as our “Named Executive Officers.” The compensation of our Named Executive Officers in 2021 was determined after consultation with FW Cook and in connection with the compensation study they performed.

Name and Principal Position

 

Year

 

Salary

 

 

Bonus

 

 

Stock

Awards (1)(2)

 

 

All Other

Compensation (3)

 

 

Total

 

Bryan C. Gunderson

 

2021

 

$

300,000

 

 

$

300,617

 

 

$

801,994

 

 

$

77,214

 

 

$

1,479,826

 

President and Chief Executive Officer

 

2020

 

$

275,000

 

 

$

206,250

 

 

$

173,802

 

 

$

29,620

 

 

$

684,672

 

Daniel C. Herz (4)

 

2021

 

$

250,000

 

 

$

643,836

 

 

$

1,256,482

 

 

$

1,202,705

 

 

$

3,353,023

 

Former President and Chief Executive Officer

 

2020

 

$

500,000

 

 

$

375,000

 

 

$

434,507

 

 

$

40,166

 

 

$

1,349,673

 

Matthew B. Ockwood (5)

 

2021

 

$

140,625

 

 

$

140,890

 

 

$

299,400

 

 

$

31,752

 

 

$

612,667

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Downs

 

2021

 

$

250,000

 

 

$

250,000

 

 

$

439,771

 

 

$

48,645

 

 

$

988,416

 

Chief Operating Officer

 

2020

 

$

246,875

 

 

$

187,500

 

 

$

150,515

 

 

$

18,677

 

 

$

603,568

 

 

(1)

Represents the aggregate grant date fair value of restricted stock and performance-based stock unit awards granted during the year in accordance with FASB ASC Topic 718, based on the average daily share price of the Company’s Class A common stock at the date of grant, adjusted for the absence of future dividends, and assuming full (maximum) achievement of applicable performance criteria over the performance period. See Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2021, located in Part IV of this report , for further discussion of the assumptions used in determining these values.

 

 

(2)

The “Stock Awards” column represents the grant date fair value of (i) the 2021 and 2020 Performance Stock Units (“PSU”) based upon the probable outcomes of the performance conditions; and (ii) Restricted Share Awards (“RSA”) granted to certain named executives that vest based upon continued service through the performance period. The 2021 PSUs and RSAs were granted under the Falcon Minerals Corporation 2018 Long-Term Incentive Plan. The following table presents the grant date fair value of the 2021 and 2020 PSUs at the target and maximum levels of performance:

 

Name

 

2020 PSUs Target ($)

 

 

2020 PSUs Maximum ($)

 

2021 PSUs Target ($)

 

 

2021 PSUs Maximum ($)

 

Bryan C. Gunderson

 

$

55,284

 

 

$

92,863

 

$

192,507

 

 

$

350,047

 

Daniel C. Herz

 

$

-

 

 

$

-

 

$

-

 

 

$

-

 

Matthew B. Ockwood

 

$

-

 

 

$

-

 

$

-

 

 

$

-

 

Michael J. Downs

 

$

48,374

 

 

$

79,695

 

$

168,444

 

 

$

306,292

 

Mr. Herz forfeited all of his unvested PSU’s as a part of the Separation and General Release Agreement entered into with the Company in June 2021.  

 

(3)

Amounts reported as All Other Compensation include: (i) dividend payments on shares of unvested restricted stock, (ii) payment of matching contributions made by the Company for 2020 and 2021, respectively, under the Company’s 401(k) plan for: Mr. Gunderson, $18,347 and $19,492; Mr. Herz $19,499 and $12,500; Mr. Ockwood, $0 and $13,452; and Mr. Downs,

60

 

 

$9,859 and $18,973, and (iii) $1,125,000 in severance to Mr. Herz of which $1,000,000 is to be paid in equal installments on June 28, 2022 and June 28, 2023.  

 

 

(4)

In connection with the mutual agreement of Mr. Herz and the Company to terminate his employment, Mr. Herz and the Company entered into a Separation and General Release Agreement in June 2021.  

 

 

(5)

Mr. Ockwood joined the Company in June 2021.

Narrative Disclosure to Summary Compensation Table

Falcon Minerals Corporation 2018 Long-Term Incentive Plan

In connection with the closing of the Business Combination, the Board and the Company’s stockholders adopted the Falcon Minerals Corporation 2018 Long-Term Incentive Plan and material terms thereunder (the “Incentive Plan”). The purpose of the Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its common stock. The Incentive Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining, and motivating key personnel through the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and/or other stock-based awards consistent with the terms of the Incentive Plan. An aggregate of 8,600,000 shares of Class A common stock has been reserved for issuance under the Incentive Plan. Our 2021 equity grants were determined in consultation with FW Cook and the compensation study they performed.

Retirement and Other Benefits

We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. We currently maintain a retirement plan pursuant to which employees, including our Named Executive Officers, are permitted to contribute portions of their base compensation to a tax-qualified retirement account. The Company provides matching contributions equal to 100% of elective deferrals up to 5% of eligible compensation, subject to the applicable contribution limits. Matching contributions are immediately fully vested. We also maintain various other employee benefit plans, including medical, dental, and life insurance, in which the executive officers participate. We also provide our executive officers long-term disability insurance subject to the compensation committee’s ongoing review.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards held by each of our Named Executive Officers as of December 31, 2021:

 

 

 

 

 

Share Awards

 

Name and Principal Position

 

Grant Date

 

Number of Shares that Have Not

Vested (#)

 

 

Market Value of Shares that

Have Not Vested ($) (2)

 

Bryan C. Gunderson, Chief Executive Officer

 

6/18/2019

 

 

15,000

 

(1)

$

73,050

 

 

 

6/18/2019

 

 

30,000

 

(3)

$

146,100

 

 

 

3/13/2020

 

 

24,089

 

(1)

$

117,313

 

 

 

3/13/2020

 

 

36,134

 

(3)

$

175,973

 

 

 

2/15/2021

 

 

38,425

 

(1)

$

187,130

 

 

 

2/15/2021

 

 

38,424

 

(3)

$

187,125

 

 

 

6/28/2021

 

 

60,000

 

(1)

$

292,200

 

Daniel C. Herz, former Chief Executive Officer

 

3/13/2020

 

 

30,111

 

(1)

$

146,641

 

 

 

2/15/2021

 

 

32,020

 

(1)

$

155,937

 

Matthew B. Ockwood, Chief Financial Officer

 

6/28/2021

 

 

60,000

 

(1)

$

292,200

 

Michael J. Downs, Chief Operating Officer

 

5/14/2019

 

 

15,000

 

(3)

$

73,050

 

 

 

3/13/2020

 

 

21,078

 

(1)

$

102,650

 

 

 

3/13/2020

 

 

31,617

 

(3)

$

153,975

 

 

 

2/15/2021

 

 

33,622

 

(1)

$

163,739

 

 

 

2/15/2021

 

 

33,621

 

(3)

$

163,734

 

 

 

(1)

The award provides for vesting based upon continued service through the performance period.

 

(2)

Based on a share price of $4.87, the closing price of our common stock on December 31, 2021.

 

(3)

The number and market or payout of these performance-based awards is based on achieving per-established goals across certain financial objectives over the performance period.  

Equity Compensation Plan Information

61

 

The following table sets forth shares of the Company’s Class A common stock that may be issued under the Incentive Plan as of December 31, 2021. The Incentive Plan has been approved by our stockholders. We do not maintain any equity incentive plans that have not been approved by stockholders.

 

 

(a)

 

 

(b)

 

 

(c)

 

 

 

Number of Shares to be

Issued Upon Exercise

of Outstanding Stock

Options and Rights

 

 

Weighted Average

Exercise Price

Of Outstanding Stock

Options and Rights

 

 

Number of Shares

Remaining Available

For Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (a))

 

Plan Category

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Long Term Incentive Plan (1)

 

 

1,800,015

 

 

 

-

 

 

 

4,025,418

 

Equity compensation plans not approved by stockholders:

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

 

1,800,015

 

 

 

-

 

 

 

4,025,418

 

 

(1)

The Falcon Minerals Corporation 2018 Long-Term Incentive Plan was adopted by our Board and our stockholders in 2018.

Director Compensation

Our non-employee directors are entitled to receive compensation for services they provide us consisting of retainers, fees and equity-based compensation as described below. Directors that also provide services to the Company or its affiliates as employees do not receive compensation for their service on our Board.

The table below summarizes the compensation paid by the Company to each non-employee director for the year ended December 31, 2021:

Name

 

Fees Earned

or Paid in Cash

 

 

Restricted Stock

Awards (1)

 

 

All Other

Compensation (2)

 

 

Total

 

Claire Harvey (5)

 

$

326,500

 

 

$

250,001

 

 

$

18,908

 

 

$

595,409

 

Steven R. Jones (5)

 

$

208,358

 

 

$

50,001

 

 

$

6,522

 

 

$

264,881

 

William D. Anderson, PE (5)

 

$

166,358

 

 

$

50,001

 

 

$

6,522

 

 

$

222,881

 

Alan Hirshberg

 

$

93,750

 

 

$

50,001

 

 

$

6,332

 

 

$

150,083

 

Adam M. Jenkins (3)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Jonathan R. Hamilton (3)(4)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Erik C. Belz (3)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Mark C. Henle (3)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

(1)

Represents the grant date fair value of restricted shares in 2021 determined in accordance with FASB ASC 718, based on the closing sale price of the Company’s Class A common stock on the grant date.

 

(2)

Represents dividend payments on shares of unvested restricted stock.

 

(3)

Messrs. Jenkins, Hamilton, Belz and Henle are employees of Blackstone and therefore do not receive additional compensation for their services as directors of the Company.

 

(4)

Mr. Hamilton resigned as a director of the Company in July 2021.

 

(5)

“Fees Earned or Paid in Cash” includes the following amounts received for serving on the transaction advisory committee: Ms. Harvey — $211,500; Mr. Jones — $104,608; Mr. Anderson — $72,608.  

Narrative Disclosure to Director Compensation Table

Through March 2021, non-employee directors of the Company received an annual cash retainer in the amount of $75,000 and an annual restricted stock award of Class A common stock having a grant date fair value equal to $50,000, provided that the number of shares of Class A common stock underlying such award did not exceed 25,000 shares. The Chairman of the Board and Chairman of the audit committee each received an additional annual retainer in the amount of $10,000. Members of the transaction advisory committee were each, additionally compensated for their service on the committee in the amount of $5,000 per month, an additional $2,500 per month to the Chairman of the committee plus additional amounts based on participating in meetings. 

Starting in April 2021, non-employee directors of the Company received an annual cash retainer in the amount of $100,000 and an annual restricted stock award of Class A common stock having a grant date fair value equal to $50,000, provided that the number of shares of Class A common stock underlying such award did not exceed 25,000 shares.  The Chairman of the Board received an additional annual retainer in the amount of $25,000 and an annual restricted stock award of Class A common stock having a grant date fair value equal to $50,000.  The Chairman of the audit committee received an additional annual retainer in the amount of $10,000.  

Non-employee directors are reimbursed for all out-of-pocket expenses in connection with attending meetings of the Board or committees. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.

62

 

Employment Agreements

Chief Executive Officer

In connection with Bryan Gunderson’s appointment as CEO, the Company entered into an Employment Agreement with Mr. Gunderson setting forth certain terms of Mr. Gunderson’s appointment (the “Gunderson Employment Agreement”). The Gunderson Employment Agreement, effective as of the Effective Date, has an initial term ending on June 28, 2022 (the “Gunderson Initial Term”) that will automatically renew for successive one-year periods until terminated. The Gunderson Employment Agreement provides for (i) an annual base salary of $325,000, (ii) a target annual bonus amount of $750,000 (the “Gunderson Target Annual Bonus”) consisting of (a) an annual cash bonus (the “Gunderson Annual Cash Bonus”) upon the attainment of one or more pre-established performance goals established in good faith by the Board, or Compensation Committee thereof, in its sole discretion, with a target of $325,000 (provided that the Gunderson Annual Cash Bonus may, at the Company’s election, be paid in fully-vested and freely tradeable shares of common stock of the Company), and (b) an annual equity award grant under the Incentive Plan with a target grant date fair market value of $425,000.

 

Pursuant to the Gunderson Employment Agreement, in the event Mr. Gunderson’s employment is terminated (i) by the Company without “cause,” (ii) by Mr. Gunderson for “good reason” (each quoted term as defined in the Employment Agreement) or (iii) as a result of the Company’s non-extension of the Gunderson Employment Agreement, where the notice of such non-extension provided by the Company pursuant to the Gunderson Employment Agreement does not include notice that the Company is waiving enforcement of the noncompetition provision of the Gunderson Employment Agreement, he would be entitled to (A) the “Accrued Benefits” (as defined in the Gunderson Employment Agreement), (B) a lump-sum cash payment equal to the “Gunderson Severance Multiple” (as defined below) multiplied by the sum of (I) his base salary and (II) the Gunderson Target Annual Bonus, (C) a pro-rata portion of the Gunderson Target Annual Bonus for the fiscal year in which termination occurs (the “Gunderson Pro Rata Bonus”), (D) if Mr. Gunderson were to elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of COBRA premiums for the number of years equal to the Severance Multiple (but not to exceed eighteen months) (the “Gunderson COBRA Reimbursement”) and (E) the prior year’s bonus, to the extent unpaid. The “Gunderson Severance Multiple” means one. In the event Mr. Gunderson is terminated by reason of death or “disability” (as such term is defined in the Gunderson Employment Agreement), he would be entitled to the Gunderson Accrued Benefits, the Gunderson Pro Rata Bonus and the Gunderson COBRA Reimbursement. The Gunderson Employment Agreement also contains customary restrictive covenants regarding confidential information non-competition, non-solicitation and non-disparagement.

 

Additionally, in the event Mr. Gunderson employment is terminated (i) (A) by the Company without cause or (B) by Mr. Gunderson for good reason, in each case, on the effective date of or during the twelve-month period following a Change in Control (as defined in the Incentive Plan) or (ii) by reason of Mr. Gunderson death or disability at any time, any restricted stock units that have not yet vested would immediately vest. In the event Mr. Gunderson employment is terminated at any time (i) by the Company without cause, (ii) by Mr. Gunderson for good reason or (iii) by reason of Mr. Gunderson death or disability, any performance stock units would time vest as of the date of termination and performance vest, to the extent not yet performance vested, if the applicable performance conditions were achieved on or within 30 days following the date of termination.

Chief Financial Officer

In connection with Mr. Ockwood’s appointment as CFO, the Company entered into an Employment Agreement with Mr. Ockwood (the “Ockwood Employment Agreement”), outlining the terms of his employment as Chief Financial Officer of the Company. The Ockwood Employment Agreement, effective as of June 28, 2021, has an initial term ending on June 28, 2022 (the “Ockwood Initial Term”) that will automatically renew for successive one-year periods until terminated. The Ockwood Employment Agreement provides for (i) an annual base salary of $275,000, (ii) a target annual bonus amount of $725,000 (the “Ockwood Target Annual Bonus”) consisting of (a) an annual cash bonus (the “Ockwood Annual Cash Bonus”) upon the attainment of one or more pre-established performance goals established in good faith by the Board, or Compensation Committee thereof, in its sole discretion, with a target of $275,000 (provided that the Ockwood Annual Cash Bonus may, at the Company’s election, be paid in fully-vested and freely tradeable shares of common stock of the Company), and (b) an annual equity award grant under the Incentive Plan with a target grant date fair market value of $450,000.

 

Pursuant to the Ockwood Employment Agreement, in the event Mr. Ockwood’s employment is terminated (i) by the Company without “cause,” (ii) by Mr. Ockwood for “good reason” (each quoted term as defined in the Employment Agreement) or (iii) as a result of the Company’s non-extension of the Ockwood Employment Agreement, where the notice of such non-extension provided by the Company pursuant to the Ockwood Employment Agreement does not include notice that the Company is waiving enforcement of the noncompetition provision of the Ockwood Employment Agreement, he would be entitled to (A) the “Accrued Benefits” (as defined in the Ockwood Employment Agreement), (B) a lump-sum cash payment equal to the “Ockwood Severance Multiple” (as defined below) multiplied by the sum of (I) his base salary and (II) the Ockwood Target Annual Bonus, (C) a pro-rata portion of the Ockwood Target Annual Bonus for the fiscal year in which termination occurs (the “Ockwood Pro Rata Bonus”), and (D) the prior year’s bonus, to the extent unpaid. The “Ockwood Severance Multiple” means two (2) minus a fraction, the numerator of which is the number of days of the Mr. Ockwood’s employment during the “Employment Term” (as defined in the Ockwood Employment Agreement) and the

63

 

denominator of which is 365, in the event Mr. Ockwood’s termination of employment occurs during the Ockwood Initial Term and one (1) if Mr. Ockwood’s termination of employment occurs after the expiration of the Ockwood Initial Term and during the Employment Term. In the event Mr. Ockwood is terminated by reason of death or “disability” (as such term is defined in the Ockwood Employment Agreement), he would be entitled to the Ockwood Accrued Benefits, the Ockwood Pro Rata Bonus and the Ockwood COBRA Reimbursement. The Ockwood Employment Agreement also contains customary restrictive covenants regarding confidential information non-competition, non-solicitation and non-disparagement.

 

Additionally, in the event Mr. Ockwood employment is terminated (i) (A) by the Company without cause or (B) by Mr. Ockwood for good reason, in each case, on the effective date of or during the twelve-month period following a Change in Control (as defined in the Incentive Plan) or (ii) by reason of Mr. Ockwood’s death or disability at any time, any restricted stock units that have not yet vested would immediately vest. In the event Mr. Ockwood employment is terminated at any time (i) by the Company without cause, (ii) by Mr. Ockwood for good reason or (iii) by reason of Mr. Ockwood’s death or disability, any performance stock units would time vest as of the date of termination and performance vest, to the extent not yet performance vested, if the applicable performance conditions were achieved on or within 30 days following the date of termination.

Former Chief Executive Officer

We entered into an employment agreement (the “ Herz Employment Agreement”) with our former Chief Executive Officer, Daniel C. Herz, outlining the terms of his employment as Chief Executive Officer and President of the Company. The Herz Employment Agreement, effective as of April 19, 2019 (the “Effective Date”), had an initial term ending on August 24, 2021 and automatically renewed for successive one-year periods until terminated.

In connection with the mutual agreement of Mr. Herz and the Company to terminate his employment, Mr. Herz and the Company entered into a Separation and General Release Agreement (the “Herz Separation Agreement”) which became effective July 6, 2021 (the “Release Effective Date”). Under the Herz Separation Agreement, Mr. Herz received (i) a pro-rata bonus for 2021 in the amount of $643,835.61 in cash on the earlier of the first payroll coincident or following the Release Effective Date and August 1, 2021, and (ii) severance in the amount of (x) $125,000 paid in cash on the earlier of the first payroll coincident or following the Release Effective Date and August 1, 2021, (y) $500,000 payable in cash on the first anniversary of the date of the Release Effective Date and (z) $500,000 payable on the second anniversary of the Release Effective Date, in each case less standard tax and other applicable withholdings. In addition, for a period of twelve months from the Release Effective Date, the Company provides health insurance to Mr. Herz under the Company’s plan pursuant to and subject to Mr. Herz’s right to COBRA continuation coverage if Mr. Herz timely elects such coverage.

Pursuant to the Herz Separation Agreement, with respect to Mr. Herz’s restricted stock awards (i) the remaining 66,667 shares issued under the April 2019 Restricted Stock Award vested on June 28, 2021, subject to the occurrence of the Release Effective Date, (ii) 15,055.50 shares issued under the March 2020 Restricted Stock Award will vest on the first anniversary of the Release Effective Date and the remaining 15,055.50 shares issued under the March 2020 Restricted Stock Award will vest on the second anniversary of the Release Effective Date, and (iii) 16,010 shares issued under the February 2021 Restricted Stock Award will vest on the first anniversary of the Release Effective Date and the remaining 16,010.15 shares issued under the February 2021 Restricted Stock Award will vest on the second anniversary of the Release Effective Date.

The Herz Separation Agreement contains a general release and waiver of claims pursuant to which Mr. Herz agreed to release the Company and certain other parties from any and all claims, charges, causes of action and damages arising on or prior to his execution of the Herz Separation Agreement. In connection with his termination, the Company released Mr. Herz from certain non-competition restrictions set forth in his employment agreement; however, Mr. Herz continues to be bound by the non-solicitation, confidentiality and other post-termination provisions set forth in the Herz Employment Agreement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

The following table sets forth information known to us regarding beneficial ownership of shares of our voting common stock as of March 3, 2022 by:

 

 

•

 

each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of any class of our common stock;

 

 

•

 

each current executive officer, director and director nominee of the Company; and

 

 

•

 

all current executive officers, directors and director nominees of the Company, as a group.

Pursuant to the Company’s amended and restated certificate of incorporation, each share of Class C common stock, representing a non-economic interest in the Company, entitles the holder to one vote per share. The table below represents beneficial ownership of Class A common stock, Class C common stock and Class A common stock and Class C common stock voting together as a single class, and is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such

64

 

ownership within 60 days. Accordingly, shares of the Company’s Class A common stock issuable pursuant to outstanding warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

The beneficial ownership of the Company’s voting common stock is based on 47,061,505 shares of Class A common stock outstanding and 39,387,782 shares of Class C common stock outstanding, except as otherwise indicated.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

 

 

Shares Beneficially Owned by Certain Beneficial Owners and Management

 

 

 

Class A Common Stock

 

 

Class C Common Stock

 

 

Combined Voting Power (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owners

 

Number

 

 

% of Class

 

 

Number

 

 

% of Class

 

 

Number

 

 

%

 

Directors and Executive Officers: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bryan C. Gunderson

 

 

154,207

 

 

*

 

 

 

-

 

 

—%

 

 

 

154,207

 

 

*

 

Daniel C. Herz (3)

 

 

1,807,987

 

 

 

3.8

%

 

 

-

 

 

—%

 

 

 

1,807,987

 

 

 

2.1

%

Matthew B. Ockwood

 

 

60,000

 

 

*

 

 

 

-

 

 

—%

 

 

 

60,000

 

 

*

 

Jeffrey F. Brotman (4)

 

 

462,177

 

 

*

 

 

 

-

 

 

—%

 

 

 

462,177

 

 

*

 

Stephen J. Pilatzke

 

 

74,118

 

 

*

 

 

 

-

 

 

—%

 

 

 

74,118

 

 

*

 

Michael J. Downs (5)

 

 

162,705

 

 

*

 

 

 

-

 

 

—%

 

 

 

162,705

 

 

*

 

Steven R. Jones

 

 

113,524

 

 

*

 

 

 

-

 

 

—%

 

 

 

113,524

 

 

*

 

William D. Anderson

 

 

43,524

 

 

*

 

 

 

-

 

 

—%

 

 

 

43,524

 

 

*

 

Alan J. Hirshberg

 

 

140,304

 

 

*

 

 

 

-

 

 

—%

 

 

 

140,304

 

 

*

 

Claire R. Harvey

 

 

70,553

 

 

*

 

 

 

-

 

 

—%

 

 

 

70,553

 

 

*

 

Adam M. Jenkins

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

Erik C. Belz

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

Mark C. Henle

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

 

 

-

 

 

—%

 

All named executive officers and directors as a group (13 persons)

 

 

3,089,099

 

 

 

6.4

%

 

 

-

 

 

—%

 

 

 

3,089,099

 

 

 

3.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5% or Greater Beneficial Owners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royal Resources L.P. (6)

 

 

-

 

 

—%

 

 

 

35,197,643

 

 

 

88.0

%

 

 

35,197,643

 

 

 

40.5

%

Nantahala Capital Management, LLC (7)

 

 

3,252,729

 

 

 

6.8

%

 

 

-

 

 

—%

 

 

 

3,252,729

 

 

 

3.7

%

Blackrock, Inc. (8)

 

 

3,082,972

 

 

 

6.5

%

 

 

-

 

 

—%

 

 

 

3,082,972

 

 

 

3.5

%

* - Less than 1%

(1)

Unless otherwise noted, the business address of each of the following individuals is c/o Falcon Minerals Corporation, 609 Main Street, Suite 3950, Houston, TX 77002

(2)

Represents the percentage voting power of our Class A common stock and Class C common stock voting together as a single class.  Each share of Class C common stock has no economic rights but entitles the holder thereof one vote for each share of Class C common stock held by such holder.

(3)

Includes 597,581 warrants to purchase an equivalent number of shares of Class A common stock.  Mr. Herz discontinued his employment with the Company in June 2021.

(4)

Includes 94,355 warrants to purchase an equivalent number of shares of Class A common stock.

(5)

Includes 48,387 warrants to purchase an equivalent number of shares of Class A common stock.

(6)

The general partner of Royal Resources L.P. is Royal Resources GP L.L.C. The managing members of Royal Resources GP L.L.C. are Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The sole member of Blackstone Energy Management Associates L.L.C. is Blackstone EMA L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman may be deemed to beneficially own the shares directly or indirectly controlled by such Blackstone entities or him, but

65

 

each (other than Royal Resources L.P.) disclaims beneficial ownership of such shares. The address of each of the foregoing entities is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(7)

Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2022. The Schedule 13G/A was filed by Nantahala Capital Management, LLC (“Nantahala”), Wilmot B. Harkey and Daniel Mack. Nantahala may be deemed to be the beneficial owner of the shares held by funds and separately managed accounts under its control. Messrs. Harkey and Mack are the managing members of Nantahala. The address of each reporting person is 130 Main St. 2nd Floor, New Canaan, CT 06840.

(8)

Based on information contained in a Schedule 13G/A filed with the SEC on February 3, 2022 by Blackrock, Inc., as a parent holding company or control person of certain named funds. Blackrock Inc.’s address is 55 East 52nd Street, New York, New York 10022.

ITEM 13.

Related Party Policy

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board (or the appropriate committee of the Board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. Our code of ethics is available on the Company’s website.

In addition, our audit committee, pursuant to the Audit Committee Charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. The Audit Committee Charter is available on the Company’s website. We also require each of our directors and officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

The Initial Business Combination

On August 23, 2018 (the “Closing Date”), the Company completed the acquisition of the equity interests in certain of the subsidiaries (the “Royal Entities”) of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”). The acquisition was made pursuant to the Contribution Agreement, dated as of June 3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C. and the Contributors. The acquisition of the Royal Entities pursuant to the Contribution Agreement is referred to herein as the “Business Combination.”

Pursuant to the Contribution Agreement, on the Closing Date, the Company contributed cash to Falcon Minerals Operating Partnership, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“Opco”), in exchange for (a) a number of common units representing limited partnership interests in Opco (the “Common Units”) equal to the number of shares of the Company’s Class A common stock outstanding as of the Closing Date and (b) a number of Opco warrants exercisable for Common Units equal to the number of the Company’s warrants outstanding as of the Closing Date. The Company controls Opco through Falcon Minerals GP, LLC, a Delaware limited liability company, and wholly owned subsidiary of the Company and the sole general partner of Opco. Each Common Unit, together with one share of the Company’s Class C

 

Common Stock is exchangeable for one share of Class A common stock at the option of the holder pursuant to the terms of the Company’s and Opco’s organizational documents, subject to certain restrictions.

Shareholders Agreement

In connection with the closing of the Business Combination, the Company entered into a Shareholders’ Agreement, dated as of August 23, 2018 (the “Shareholders Agreement”), with Osprey Sponsor, LLC (our “Sponsor”), Blackstone Management Partners, L.L.C. (“Blackstone”) and the other parties thereto. Under the Shareholders Agreement, the parties thereto agreed to use reasonable best efforts, and the Company agreed to take all permissible actions necessary, to carry out the restructuring of the Board pursuant to the Contribution Agreement.

The Shareholders Agreement also provides that Blackstone is entitled to designate for nomination by the Company for election (i) six (6) directors to serve on the Board so long as Blackstone and its controlled affiliates hold more than 40% of the voting power of the Company, with three (3) independent directors also serving on the Board, (ii) four (4) directors so long as Blackstone and its controlled affiliates hold between 20% and 40% of the voting power of the Company, with five (5) independent directors also serving on the Board, (iii) two (2) directors so long as Blackstone and its controlled affiliates hold between 10% and 20% of the voting power of the Company, with five (5) independent directors also serving on the Board and (iv) one (1) director so long Blackstone and its controlled affiliates hold between 5% and 10% of the voting power of the Company, with five (5) independent directors also serving on the Board. Once Blackstone and its controlled affiliates beneficially own in the aggregate less than 5% of the voting power of the

66

 

Company, it will no longer have any rights to designate any individuals for nomination to be elected to the Board under the Shareholders Agreement.

Until the termination of the Shareholders Agreement, the size of the Board will be fixed based on the number of individuals Blackstone is entitled to designate for nomination to be elected as directors, as described above. The number of Board seats is currently nine, one seat of which will remain vacant and may be filled by directors nominated by Blackstone.

The Shareholders Agreement will terminate upon the later of (x) such time Blackstone is no longer entitled to designate a director for nomination to the Board and (y) following the third annual meeting of stockholders of the Company following the closing of the Business Combination.

Registration Rights Agreement

Pursuant to the Contribution Agreement, the Company entered into a registration rights agreement (the “Royal Registration Rights Agreement”) with Royal and the Contributors, pursuant to which the Company has certain obligations to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of the Class A common stock that Royal and the Contributors hold as of the date of the Royal Registration Rights Agreement and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor. Royal and the Contributors are entitled to an unlimited number of underwritten offerings, provided that the gross proceeds of each underwritten offering is more than $30 million, and “piggyback” registration rights.

Royal Resources L.P.

Royal, which owns approximately 35.2 million shares of the Class C common stock of the Company, as well as an equivalent number of units of OpCo, entered into a Master Service Agreement (“MSA”) with the Company in December 2018. Under the MSA, the Company provides certain management services to Royal. For the year ended December 31, 2021, the Company received $0.3 million under this agreement.

 

Hepco Capital Management, LLC

Hepco Capital Management, LLC, of which Jeffrey Brotman is an officer, and its affiliates share certain employees and office space and reimburses the Company for a proportionate amount of the shared expenses on a monthly basis. For the year ended December 31, 2021, the Company received $0.1 million of such reimbursements.

Registration Rights

Pursuant to a registration rights agreement entered into in connection with our initial public offering, the holders of the founder shares and private placement warrants (and their underlying securities) are entitled to registration rights. The holders will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Director Independence

Information required by this Item is incorporated by reference from Item 10.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees and Services

The audit committee approved the engagement of Deloitte as the Company’s independent registered public accounting firm following the completion of the Business Combination described elsewhere in this proxy statement. We do not expect that representatives of Deloitte will be present at the annual meeting, however, if present, these representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. The following is a summary of fees paid to Deloitte for services rendered.

Audit Fees

During the years ended December 31, 2021 and 2020, audit fees for our independent registered public accounting firm were $656,323 and $550,277, respectively. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with regulatory filings.

Audit-Related Fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the years ended December 31, 2021 and 2020, there were no audit-related fees paid to our independent registered public accounting firm.

67

 

Tax Fees

During the years ended December 31, 2021 and 2020, tax fees paid to our independent registered public accounting firm were $130,567 and $151,095, respectively. These represent fees for professional services rendered in connection with tax compliance, tax advice and tax planning.

All Other Fees

During the years ended December 31, 2021 and 2020, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above.

Audit Committee Pre-Approval Policies and Procedures

Our audit committee, on at least an annual basis, reviews audit and non-audit services performed by our independent registered public accounting firm as well as the fees charged for such services. Our policy is that all audit and non-audit services must be pre-approved by the audit committee. All of such services and fees were pre-approved during the fiscal year ended December 31, 2021.

68

 

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

See “Index to Consolidated Financial Statements” set forth on Page F-1.

(a)(2) Financial Statement Schedules

All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.

(a)(3) Exhibits

The following documents are filed as part of this Annual Report or incorporated by reference:

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

2.1

 

Contribution Agreement, dated as of June 3, 2018, among Royal Resources L.P., Royal Resources GP L.L.C., Noble Royalties Acquisition Co. LP, Hooks Ranch Holdings LP, DGK ORRI Holdings, LP, DGK ORRI GP LLC, Hooks Holding Company GP, LLC and Osprey Energy Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed June 4, 2018).

 

 

 

3.1

 

Second Amended and Restated Certificate of Incorporation of Falcon Minerals Corporation, dated as of August 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed August 29, 2018).

 

 

 

3.2

 

Amended and Restated Bylaws of Falcon Minerals Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A (file No. 001-38158) filed January 23, 2019).

 

 

 

4.1

 

Shareholders’ Agreement dated as of August 23, 2018 by and among Falcon Minerals Corporation, Osprey Sponsor, LLC, Edward Cohen, Jonathan Z. Cohen, Daniel C. Herz, Jeffrey F. Brotman, Royal Resources L.P., Royal Resources GP L.L.C., Noble Royalties Acquisition Co. L.P., Hooks Ranch Holdings LP, DGK ORRI Holdings, LP and Blackstone Management Partners, L.L.C. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed August 29, 2018).

 

 

 

4.2

 

Registration Rights Agreement dated as of August 23, 2018 by and among Falcon Minerals Corporation, Royal Resources L.P., Noble Royalties Acquisition Co., L.P., Hooks Ranch Holdings LP, DGK ORRI Holdings, LP, DGK ORRI GP LLC and Hooks Holdings Company GP, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (file No 001-38158) filed August 29, 2018).

 

 

 

4.3

 

Registration Rights Agreement, dated July 20, 2017, by and among Falcon Minerals Corporation and Osprey Sponsor, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38158) filed on July 26, 2017).

 

 

 

4.4

 

Warrant Agreement, dated July 20, 2017, between Falcon Minerals Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38158) filed on July 26, 2017).

 

 

 

4.5

 

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-219025) filed on June 28, 2017).

 

 

 

4.6

 

Description of Falcon Minerals Corporation registered securities (incorporation by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No. 001-38158) filed on March 12, 2021).

 

 

 

10.1†

 

Falcon Minerals Corporation 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on August 29, 2018).

 

 

 

10.2

 

Credit Agreement, dated as of August 23, 2018 among Falcon Minerals Operating Partnership, LP, as the Borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and collateral agent for the lenders from time to time party thereto and each other issuing bank from time to time party thereto (“Credit Agreement:) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on August 29, 2018).

 

 

 

10.3†

 

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on August 29, 2018).

69

 

 

 

 

10.4

 

Second Amended and Restated Agreement of Limited Partnership of Falcon Minerals Operating Partnership, LP, dated as of August 23, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on August 29, 2018).

 

 

 

10.5

 

Form of Subscription Agreement, dated as of June 3, 2018, by and between Osprey Energy Acquisition Corp. and the subscriber named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed June 4, 2018).

 

 

 

10.6

 

Form of Lockup Agreement, dated as of June 3, 2018, by and between Osprey Energy Acquisition Corp. and the holder named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed June 4, 2018).

 

 

 

10.7

 

Voting Agreement, dated as of June 3, 2018, among Royal Resources L.P., Osprey Sponsor, LLC and certain other persons party thereto (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed June 4, 2018).

 

 

 

10.8†

 

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38158) filed on May 16, 2019).

 

 

 

10.9†

 

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 (File No. 333-228663) filed on December 4, 2018).

 

 

 

10.10†

 

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (File No. 333-228663) filed on December 4, 2018).

 

 

 

10.11†

 

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (File No. 333-228663) filed on December 4, 2018).

 

 

 

10.12

 

Master Management Services Agreement, dated as of December 10, 2016, by and among Royal Resources L.P., Riverbend Natural Resources, L.P., Blackstone Management Partners, LLC and Riverbend Oil & Gas, L.L.C. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on August 29, 2018).

 

 

 

10.13†

 

Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38158) filed on May 16, 2019).

 

 

 

10.14†

 

Employment Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on April 25, 2019).

 

 

 

10.15†

 

Restricted Stock Award Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on April 25, 2019).

 

 

 

10.16†

 

Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on April 25, 2019).

 

 

 

10.17†

 

Super Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 8-K (file No. 001-38158) filed on April 25, 2019).

 

 

 

10.18†

 

Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38158) filed on May 5, 2020).

 

 

 

10.19

 

First Amendment to Credit Agreement, dated as of May 1, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38158) filed on May 5, 2020).

 

 

 

10.20†

 

Separation and General Release Agreement, dated June 28, 2021, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on June 28, 2021).

 

 

 

10.21†

 

Employment Agreement, date June 28, 2021, by and between Falcon Minerals Corporation and Bryan C. Gunderson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on June 28, 2021).

 

 

 

10.22†

 

Employment Agreement, date June 28, 2021, by and between Falcon Minerals Corporation and Matthew B. Ockwood (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (file No. 001-38158) filed on June 28, 2021).

 

 

 

21.1*

 

Subsidiaries of the Company

 

 

 

70

 

23.1*

 

Consent of Deloitte & Touche LLP

 

 

 

23.2*

 

Consent of Ryder Scott Company, L.P.

31.1*

 

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1**

 

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.

 

 

 

32.2**

 

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.

 

 

 

99.1*

 

Reserve Report of Ryder Scott Company, L.P.

 

 

 

101.INS*

 

Inline XBRL Instance Document.

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104*

 

Cover Page Interactive Date File (embedded within the Inline XBRL document)

 

*

Filed herewith

**

Furnished herewith

†

Compensatory plan or arrangement.

 

 

ITEM 16.

FORM 10-K Summary

None.

 

71

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 11, 2022

 

 

 

 

 

 

 

 

By:

 

FALCON MINERALS CORPORATION

 

 

 

 

 

 

 

 

By:

 

/s/ Bryan C. Gunderson

 

 

 

 

 

 

Bryan C. Gunderson

 

 

 

 

 

 

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Bryan C. Gunderson

 

Bryan C. Gunderson

  

Chief Executive Officer, President, Director

(Principal Executive Officer)

  

March 11, 2022

 

 

 

/s/ Matthew B. Ockwood

 

Matthew B. Ockwood

  

Chief Financial Officer

(Principal Financial Officer)

  

March 11, 2022

 

 

 

/s/ STEPHEN J. PILATZKE

 

Stephen J. Pilatzke

  

Chief Accounting Officer

(Principal Accounting Officer)

  

March 11, 2022

 

 

 

/s/ Claire Harvey

 

Claire Harvey

  

Chairman

  

March 11, 2022

 

 

 

/s/ Steven R. Jones

 

Steven R. Jones

  

Director

  

March 11, 2022

 

 

 

/s/ William D. Anderson

 

William D. Anderson

  

Director

  

March 11, 2022

 

 

 

/s/ Alan Hirshberg

 

Alan Hirshberg

  

Director

  

March 11, 2022

 

 

 

/s/ Eric C. Belz

 

Eric C. Belz

 

Director

 

March 11, 2022

 

 

 

/s/ Adam M. Jenkins

 

Adam M. Jenkins

  

Director

  

March 11, 2022

 

 

 

 

 

/s/ Mark Henle

 

Mark Henle

  

Director

  

March 11, 2022

 

 

72

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

FALCON MINERALS CORPORATION

  

 

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID #34)

  

 

F-1

 

Consolidated Balance Sheets

  

 

F-3

 

Consolidated Statements of Operations

  

 

F-4

 

Consolidated Statements of Cash Flows

  

 

F-5

 

Consolidated Statements of Shareholders’ Equity

  

 

F-6

 

Notes to Consolidated Financial Statements

  

 

F-7

 

 

 

 

 

 

 

FALCON MINERALS CORPORATION

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the Board of Directors of Falcon Minerals Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Falcon Minerals Corporation and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Proved Oil and Gas Properties, Depletion, Impairment, and Deferred Tax Asset Valuation Allowance - Crude Oil and Condensate, NGLs, and Natural Gas Reserves — Refer to Notes 2, 5, and 11 to the financial statements

Critical Audit Matter Description

The Company’s proved oil and natural gas properties are depleted using the units of production method based on estimated proved oil and gas reserves developed under Securities and Exchange Commission guidelines and are evaluated for impairment by comparison of their carrying value to the undiscounted value of net future cash flows of the underlying proved and unproved oil and natural gas reserves. The Company’s deferred tax asset is evaluated for expected future realization through an undiscounted cash flow model using proved and unproved oil and gas reserves utilized in forecasting future taxable income. The development of the Company’s oil and natural gas reserve quantities and the related future net cash flows requires management to make significant assumptions related to the five-year development rule for proved undeveloped reserves, future commodity prices and the existence and timing of forecasted production. The Company engages an independent reserve engineer to estimate proved and support in estimating unproved oil and natural gas reserve quantities using engineering data, including the existence and timing of forecasted production. Changes in these assumptions could have a significant impact on the amount of depletion, any proved oil and gas impairment, or the expected future realization of the deferred tax asset. The proved oil and gas properties balance, net of accumulated amortization, was $165.8

F-1

 

million as of December 31, 2021. Depletion, depreciation, and amortization was $15.2 million for the year ended December 31, 2021. No impairment was recognized during 2021. The deferred tax asset was $52.1 million as of December 31, 2021. No valuation allowance was recorded as of December 31, 2021.

Given the significant judgments made by management and the reserve engineer, performing audit procedures to evaluate the Company’s oil and natural gas reserve quantities and the related net cash flows and future taxable income, including management’s estimates and assumptions related to the five-year development rule, future commodity prices and the existence and timing of forecasted production, requires a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and assumptions to oil and natural gas reserves quantities and estimates of the existence and timing of forecasted production and commodity price, included the following, among others:

•

We tested the design and implementation of controls related to the Company’s estimation of oil and natural gas reserve quantities and the related future net cash flows and future taxable income.

 

•

We assessed management’s reserve report assumptions related to the forecasted production, production taxes, commodity pricing and differential, and other such economic assumptions on the basis of the Company’s historical financial operating data.

 

•

We evaluated the reasonableness of management’s development plan by comparing the forecasts to:

 

-

Historical conversions of proved undeveloped reserves as compared to the number of proved undeveloped locations forecasted to be developed in the next five years.

 

-

Communications between management and the independent reserve engineer.

 

-

Investor presentations related to rig count and development timing of the Company’s major operators.

 

-

Publicly available data on the development status of certain wells reported to state regulatory agencies.

 

-

Our understanding obtained from inquiries with the Company’s external reserve engineer.

 

-

The reserve report published by the Company’s independent reserve engineer.

•

We evaluated the Company’s oil and natural gas reserve volumes by:

 

-

Comparing the Company’s forecasted production to historical production volumes.

 

-

Evaluating the reasonableness of the forecasted production decline curves.

 

-

Understanding the experience, qualifications, and objectivity of the Company’s reserve engineers.

 

-

Inspecting investor presentations and other disclosures from the Company’s major operators related to well shut in and/or curtailment activity due to adverse economic conditions.

 

-

Assessing the oil and natural gas reserves volumes used in each accounting estimate for consistency.

 

/s/ Deloitte & Touche LLP

 

Houston, Texas

March 11, 2022

 

We have served as the Company's auditor since 2012.

 

F-2

 

 

FALCON MINERALS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets:

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,768

 

 

$

2,724

 

Accounts receivable

 

 

10,018

 

 

 

5,419

 

Prepaid expenses

 

 

1,220

 

 

 

766

 

Total current assets

 

 

14,006

 

 

 

8,909

 

Royalty interests in oil and natural gas properties, net of accumulated amortization

   of $159,678 and $144,445 respectively

 

 

193,544

 

 

 

207,505

 

Property and equipment, net of accumulated depreciation of $284 and $179

 

 

322

 

 

 

427

 

Deferred tax asset, net

 

 

52,135

 

 

 

55,773

 

Other assets

 

 

1,834

 

 

 

3,015

 

Total assets

 

$

261,841

 

 

$

275,629

 

Liabilities and shareholders' equity:

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,471

 

 

$

1,540

 

Other current liabilities

 

 

502

 

 

 

1,557

 

Total current liabilities

 

 

3,973

 

 

 

3,097

 

Credit facility

 

 

40,000

 

 

 

39,800

 

Warrant liability

 

 

3,036

 

 

 

3,503

 

Other liabilities

 

 

576

 

 

 

828

 

Total liabilities

 

 

47,585

 

 

 

47,228

 

Commitments and contingencies (See Note 14)

 

 

 

 

 

 

 

 

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;

47,013,958 and 46,107,183 shares issued and outstanding as of December 31, 2021 and 2020, respectively

 

 

5

 

 

 

5

 

Class C common stock, $0.0001 par value; 120,000,000 shares authorized;

39,387,782 and 40,000,000 issued and outstanding as of December 31, 2021 and 2020, respectively

 

 

4

 

 

 

4

 

Additional paid in capital

 

 

121,029

 

 

 

121,053

 

Non-controlling interests

 

 

83,586

 

 

 

88,637

 

Retained earnings

 

 

9,632

 

 

 

18,702

 

Total shareholders' equity

 

 

214,256

 

 

 

228,401

 

Total liabilities, shareholders' equity

 

$

261,841

 

 

$

275,629

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-3

 

 

FALCON MINERALS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$

72,838

 

 

$

40,081

 

 

$

68,463

 

Loss on commodity derivative instruments

 

 

(4,830

)

 

 

(1,200

)

 

 

-

 

Total revenue

 

 

68,008

 

 

 

38,881

 

 

 

68,463

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Production and ad valorem taxes

 

 

3,935

 

 

 

2,807

 

 

 

4,262

 

Marketing and transportation

 

 

1,752

 

 

 

1,993

 

 

 

2,396

 

Amortization of royalty interests in oil and natural gas properties

 

 

15,233

 

 

 

14,103

 

 

 

12,737

 

General, administrative, and other

 

 

14,130

 

 

 

11,997

 

 

 

11,912

 

Total operating expenses

 

 

35,050

 

 

 

30,900

 

 

 

31,307

 

Operating income

 

 

32,958

 

 

 

7,981

 

 

 

37,156

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liability

 

 

467

 

 

 

5,128

 

 

 

6,069

 

Other income

 

 

50

 

 

 

125

 

 

 

165

 

Interest expense

 

 

(1,924

)

 

 

(2,197

)

 

 

(2,489

)

Total other income (expense)

 

 

(1,407

)

 

 

3,056

 

 

 

3,745

 

Income before income taxes

 

 

31,551

 

 

 

11,037

 

 

 

40,901

 

Provision for income taxes

 

 

4,059

 

 

 

589

 

 

 

3,918

 

Net income

 

 

27,492

 

 

 

10,448

 

 

 

36,983

 

Net income attributable to non-controlling interests

 

 

(14,336

)

 

 

(2,748

)

 

 

(16,564

)

Net income attributable to common shareholders/unitholders

 

$

13,156

 

 

$

7,700

 

 

$

20,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

$

0.28

 

 

$

0.17

 

 

$

0.44

 

Common shares - diluted

 

$

0.28

 

 

$

0.11

 

 

$

0.39

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

 

46,321

 

 

 

46,031

 

 

 

45,893

 

Common shares - diluted

 

 

46,321

 

 

 

86,031

 

 

 

85,893

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-4

 

 

FALCON MINERALS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

27,492

 

 

$

10,448

 

 

$

36,983

 

Adjustments to reconcile net income to net cash provided by

   (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (gain) loss on commodity derivative instruments

 

 

(694

)

 

 

944

 

 

 

-

 

Amortization of royalty interests in oil and natural gas properties

 

 

15,233

 

 

 

14,103

 

 

 

12,737

 

Change in fair value of warrant liability

 

 

(467

)

 

 

(5,128

)

 

 

(6,069

)

Amortization of right-of-use assets

 

 

523

 

 

 

492

 

 

 

-

 

Amortization of debt issuance costs

 

 

670

 

 

 

658

 

 

 

643

 

Deferred rent

 

 

-

 

 

 

-

 

 

 

473

 

Depreciation of property and equipment

 

 

105

 

 

 

104

 

 

 

75

 

Share based compensation

 

 

232

 

 

 

3,480

 

 

 

2,548

 

Deferred income taxes

 

 

3,638

 

 

 

579

 

 

 

2,421

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(4,599

)

 

 

2,470

 

 

 

3,383

 

Prepaid expenses

 

 

(454

)

 

 

416

 

 

 

342

 

Other assets

 

 

(12

)

 

 

-

 

 

 

10

 

Accounts payable and accrued expenses

 

 

1,931

 

 

 

(553

)

 

 

1,683

 

Other liabilities

 

 

(613

)

 

 

(579

)

 

 

-

 

Net cash provided by operating activities

 

 

42,985

 

 

 

27,434

 

 

 

55,229

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of oil and natural gas properties

 

 

(1,272

)

 

 

(2,417

)

 

 

(22,761

)

Purchase of property and equipment

 

 

-

 

 

 

(14

)

 

 

(592

)

Net cash provided by (used in) investing activities

 

 

(1,272

)

 

 

(2,431

)

 

 

(23,353

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

17,000

 

 

 

10,800

 

 

 

39,000

 

Repayments of long-term debt

 

 

(16,800

)

 

 

(13,500

)

 

 

(17,500

)

Deferred financing fees

 

 

-

 

 

 

(88

)

 

 

-

 

Dividends paid

 

 

(22,226

)

 

 

(11,734

)

 

 

(30,293

)

Distributions to non-controlling interests

 

 

(19,387

)

 

 

(10,200

)

 

 

(27,703

)

Dividend equivalent rights paid

 

 

(256

)

 

 

(100

)

 

 

(154

)

Net cash used in financing activities

 

 

(41,669

)

 

 

(24,822

)

 

 

(36,650

)

Net increase (decrease) in cash and cash equivalents

 

 

44

 

 

 

181

 

 

 

(4,774

)

Cash and cash equivalents, beginning of period

 

 

2,724

 

 

 

2,543

 

 

 

7,317

 

Cash and cash equivalents, end of period

 

$

2,768

 

 

$

2,724

 

 

$

2,543

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

1,254

 

 

 

1,539

 

 

 

1,846

 

Cash paid for income taxes

 

 

775

 

 

 

-

 

 

 

1,260

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Accrued bonus paid in stock

 

 

-

 

 

 

112

 

 

 

-

 

Right-of-use assets obtained in exchange for operating leases

 

 

-

 

 

 

1,547

 

 

 

-

 

 

The accompanying notes are an integral part of these consolidated financial statements

F-5

 

 

 

FALCON MINERALS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share amounts)

 

 

 

Class A Common Stock

 

 

Class C Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Additional

Paid In

Capital

 

 

Non-

controlling

interests

 

 

Retained

Earnings

 

 

Total

Stockholder's

Equity

 

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

 

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

 

Vested restricted stock grants

 

 

295

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Class C common stock converted to Class A common stock

 

 

612

 

 

 

-

 

 

 

(612

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

232

 

 

 

-

 

 

 

-

 

 

 

232

 

Dividend equivalent rights paid

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(256

)

 

 

-

 

 

 

-

 

 

 

(256

)

Distributions to non-controlling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,387

)

 

 

-

 

 

 

(19,387

)

Dividends to shareholders ($0.48 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,226

)

 

 

(22,226

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,336

 

 

 

13,156

 

 

 

27,492

 

Balance at December 31, 2021

 

 

47,014

 

 

$

5

 

 

 

39,388

 

 

$

4

 

 

$

121,029

 

 

$

83,586

 

 

$

9,632

 

 

$

214,256

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

F-6

 

 

FALCON MINERALS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1—Organization and Presentation

Organization and Description of Business

Falcon Minerals Corporation (the “Company” or “Falcon” and formerly named Osprey Energy Acquisition Corp.) was a blank check company, incorporated in Delaware in June 2016. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or assets (a “Business Combination”).

On July 26, 2017, the Company consummated an Initial Public Offering (“IPO”) issuing units consisting of common shares and warrants (“Unit”).  Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”), totaling 13,750,000 Public Warrants. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.  

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s sponsor, Osprey Sponsor, LLC (“Sponsor”), generating gross proceeds of $7,500,000.

On August 23, 2018 (the “Closing Date”), the Company completed the acquisition of the equity interests (the “Equity Interests”) in certain of the subsidiaries (the “Royal Entities”) of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”). The acquisition was made pursuant to the Contribution Agreement, dated as of June 3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C. (“Royal GP”) and the Contributors. The acquisition of the Royal Entities pursuant to the Contribution Agreement is referred to as the “Business Combination” and the Business Combination together with the other transactions contemplated by the Contribution Agreement are referred to herein as the “de SPAC Transactions.”

Pursuant to the Contribution Agreement, on the Closing Date, the Company contributed cash to Falcon Minerals Operating Partnership, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“OpCo”), in exchange for (a) a number of OpCo Common Units representing limited partnership interests in OpCo (the “OpCo Common Units”) equal to the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), outstanding as of the Closing Date and (b) a number of OpCo warrants exercisable for OpCo Common Units equal to the number of the Company’s warrants outstanding as of the Closing Date. The Company controls OpCo through Falcon Minerals GP, LLC, a Delaware limited liability company, a wholly owned subsidiary of the Company and the sole general partner of OpCo (“OpCo GP”).

On the Closing Date, Falcon completed the acquisition of the Equity Interests and in return the Contributors received (i) $400 million of cash and (ii) 40 million OpCo Common Units. The Company also issued to the Contributors 40 million shares of non-economic Class C Common Stock of the Company, which entitles each holder to one vote per share (the “Class C Common Stock”). The OpCo Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock at the option of the Contributors. Upon the redemption by any Contributor of OpCo Common Units for Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such Contributor will be cancelled.  

In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from “Osprey Energy Acquisition Corp.” to “Falcon Minerals Corporation.” The Company is now structured as an “Up-C,” meaning that substantially all the assets of the Company are held by OpCo, and the Company’s only operating asset is its equity interest in OpCo. Each OpCo Common Unit, together with one share of Class C Common Stock, is exchangeable for one share of Class A Common Stock at the option of the holder pursuant to the terms of the Company’s and OpCo’s organizational documents, subject to certain restrictions.

The Company’s assets, via its controlling interest in OpCo, consist of royalty interests, mineral interests, non-participating royalty interests and overriding royalty interests, or ORRIs (collectively, “Royalties”), underlying approximately 256,000 gross unit acres that are concentrated in what the Company believes is the “core-of-the-core” of liquids-rich condensate region of the Eagle Ford Share in Karnes, DeWitt and Gonzales Counties, Texas. The company owns additional assets of approximately 95,000 gross unit acres in Pennsylvania, Ohio and West Virginia that is prospective for Marcellus Shale.

These Royalties entitle the holder to a portion of the production of oil and natural gas from the underlying acreage at the sales price received by the operator, net of any applicable post-production expenses and taxes. The holder of these interests has no obligation to fund exploration and development costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life.

F-7

 

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).  All intercompany balances and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities; disclosure of contingent assets and liabilities at the date of the financial statements; the reported amounts of revenues and expenses during the reporting periods; and the quantities and values of proved oil, natural gas and NGLs reserves used in calculating depletion and assessing impairment of oil and natural gas properties. Actual results could differ significantly from these estimates. Significant estimates made by management include the quantities of proved oil, natural gas and NGLs reserves, related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, fair value of the Company’s warrants, and estimates of current and deferred income taxes. While management believes these estimates are reasonable, changes in facts and assumptions or the discovery of new information may result in revised estimates. Actual results could differ from these estimates and it is reasonably possible these estimates could be revised in the near term, and these revisions could be material.

Accounts Receivable

The Company’s accounts receivable balance results primarily from operators’ sales of oil and natural gas to their customers. Accounts receivable are recorded at the contractual amounts and do not bear interest. The Company reserves for specific accounts receivables when it is probable that all or a part of an outstanding balance will not be collected.  The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered doubtful.  As of December 31, 2021, and December 31, 2020, the Company had not recorded any reserves for uncollectible amounts or deemed any amounts to be uncollectible.

Commodity Derivative Financial Instruments

The Company’s ongoing operations expose it to changes in the market price for oil and natural gas.  To mitigate the price risk associated with its operations, the Company uses commodity derivative financial instruments.  From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts, and other contractual arrangements.  The Company does not enter into derivative instruments for speculative purposes.

Derivative instruments are recognized at fair value.  If a right of offset exists under master netting arrangements and certain other criteria are met, derivative assets and liabilities with the same counterparty are netted on the consolidated balance sheets.  The Company does not specifically designate derivative instruments as fair value or cash flow hedges, even though they reduce its exposure to changes in oil and natural gas prices; therefore, gains and losses arising from changes in the fair value of the derivative instruments are recognized on a net basis in the accompanying consolidated statements of operations within Gain (loss) on commodity derivative instruments.     

Royalty Interests in Oil and Natural Gas Properties 

The Company follows the successful efforts method of accounting for oil and natural gas operations. Under this method, costs to acquire mineral and royalty interests in oil and natural gas properties are capitalized when incurred. Acquisitions of royalty interests of oil and natural gas properties are considered asset acquisitions and are recorded at cost.

Acquisition costs of proven royalty interests are amortized using the units of production method over the life of the property, which is estimated using proven reserves. Acquisition costs of royalty interests on unproved properties, where there are no proven reserves, are not amortized. When the associated exploration stage interests are converted to proven reserves, the cost basis is amortized using the units of production methodology over the life of the property, using proven reserves. For purposes of amortization, interests in oil and natural gas properties are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic condition.  

We review and evaluate our royalty interests in oil and natural gas properties for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Proved oil and gas properties are reviewed for impairment when events and circumstances indicate a potential decline in the fair value of such properties below the carrying value, such as a downward revision of the reserve estimates or lower commodity prices. When such events or changes in circumstances occur, we estimate the undiscounted future cash flows expected in connection with the properties and compare such future cash flows to the

F-8

 

carrying amounts of the properties to determine if the carrying amounts are recoverable. If the carrying value of the properties is determined to not be recoverable based on the undiscounted cash flows, an impairment charge is recognized by comparing the carrying value to the estimated fair value of the properties. The factors used to determine fair value include, but are not limited to, estimates of proved, probable and possible reserves, future commodity prices, the timing of future production and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and gas properties. There was no such impairment of proved oil and natural gas properties for the years ended December 31, 2021 or 2020.

Unproved properties are also assessed for impairment periodically on a depletable unit basis when facts and circumstances indicate that the carrying value may not be recoverable, at which point an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. The carrying value of unproved properties, including unleased mineral rights, is determined based on management’s assessment of fair value using factors similar to those previously noted for proved properties, as well as geographic and geologic data. There was no impairment of unproved properties for the years ended December 31, 2021 and 2020.

Upon the sale of a complete depletable unit, the book value thereof, less proceeds or salvage value, is charged to income. Upon the sale or retirement of an individual well, or an aggregation of interests which make up less than a complete depletable unit, the proceeds are credited to accumulated DD&A, unless doing so would significantly alter the DD&A rate of the depletable unit, in which case a gain or loss would be recorded.

Debt Issuance Costs

Other assets include capitalized financing costs of $1.1 million and $1.8 million as of December 31, 2021 and 2020, respectively. The costs are associated with the Company’s credit agreement and are being amortized over the term of the credit agreement.  In May 2020, the Company entered into an amendment to the Credit Facility and capitalized an additional $0.1 million of associated costs which will be amortized over the remainder of the term of the Credit Facility.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value measurements are derived using inputs and assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. GAAP establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This three-tier hierarchy classifies fair value amounts recognized or disclosed in the consolidated financial statements based on the observability of inputs used to estimate such fair values. The classification within the hierarchy of an asset or liability is determined based on the lowest level input that is significant to the fair value measurement. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, the Company categorizes its assets and liabilities recorded at fair value using this hierarchy.

The amounts reported in the balance sheet for cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair value because of the short-term maturities of these instruments.  The Company’s Public Warrants also approximate their fair value because the publicly quoted prices on active, liquid and visible markets such as stock exchanges (Level 1). Because the Credit Facility (as defined in “Note 6 – Debt – Falcon Credit Facility” below) has a market rate of interest, its carrying amount approximated fair value (Level 2). The Company’s commodity derivative instruments are classified within Level 2.  The fair values of the Company’s commodity derivative instruments are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, publicly stated stock prices, volatility factors and discount rates, or can be corroborated from active markets.  The Company’s Private Placement Warrant liability is classified within Level 3 due to the significant unobservable inputs utilized in determining the fair value.  See “Note 7 – Warrants” for further information.  

Warrant Liability

The Company issued the Public and Private Placement Warrants in connection with its initial public offering in 2017.  Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815-40 – “Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815”), as either liabilities or as equity instruments depending on the specific terms of the warrant agreement.  The Company’s warrants were classified as liabilities and are recorded at fair value at issuance and are subject to remeasurement at each reporting period.  Any change in fair value has been recorded in the statement of operations.  

Revenue from Contracts with Customers

Revenues from royalty properties are recorded under the cash receipts approach as directly received from the remitters’ statement accompanying the revenue check. Since the revenue checks are generally received 30 to 90 days after the production month, the Company accrues for revenue earned but not received by estimating production volumes and product prices.  Revenues from lease bonus are recorded upon receipt. The lease bonus is separate from the lease itself and is recognized as revenue to the Company upon receipt of payment.

Transaction price allocated to remaining performance obligations

F-9

 

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.

Contract balances

Under the Company’s royalty income contracts, it would have the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities.

Prior-period performance obligations

The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and NGLs sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the quarter that payment is received from the producer. Identified differences between the Company’s revenue estimates and actual revenue received historically have not been significant. For the years ended December 31, 2021 and 2020, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material. The Company believes that the pricing provisions of its oil, natural gas and NGLs contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.

Income Taxes

The Company under ASC 740 uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Share-Based Compensation

Share-based compensation awards are measured at fair value on the date of grant and are expensed, net of any actual forfeitures, over the required service period.  See “Note 9—Share-Based Compensation” for additional information.  

Segment Reporting

The Company derives revenue from Royalties in oil and natural gas properties in North America. The Company operates in a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer has been determined to be the CODM and allocates resources and assesses performance based upon financial information at the consolidated level.

Recently Issued Accounting Pronouncements

The Company is an “emerging growth company” (“EGC”) as defined by the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this exemption and, as a result, its financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The standard was effective upon issuance and generally can be applied through December 31, 2022. An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued.

F-10

 

Once elected, the amendments in this update must be applied prospectively for all eligible contract modifications. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” This standard clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. Management has elected to apply this update subsequent to March 12, 2020 but has not elected to apply this update as of December 31, 2021. Management is currently evaluating the impact of this guidance but does not expect this update to have a material impact on the Company's financial statements.

Note 3—Leases

On January 1, 2020, the Company adopted ASU 2016-02, Leases (“ASC 842”) using the modified retrospective method.  The Company elected the package of practical expedients upon transition which will retain the lease classification for leases and any unamortized initial direct costs that existed prior to the adoption of this standard.

The adoption of the standard resulted in the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet as of January 1, 2020.  ROU assets represent less than 1% of the Company’s total assets and lease liabilities represent less than 5% of the Company’s total liabilities as of December 31, 2021 and 2020 and were not considered material to the Company.  The Company did not recognize a material cumulative adjustment to the consolidated statement of shareholders’ equity and did not have any material changes in the timing of expense recognition or the Company’s accounting policies.  The standard had no impact on the Company’s debt covenant compliance under existing agreements.  

ASC 842 requires the Company to identify its contractual arrangements that contain leases at the inception of such arrangements.  Specifically, the Company considered whether it can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset.  The Company’s leases are long-term operating leases with fixed payment terms and will terminate at various dates through April 2027. The Company’s ROU assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments.  ROU operating assets and operating lease liabilities are included in the accompanying consolidated balance sheet as of December 31, 2021 and 2020.  

ROU assets are recognized at commencement date and consist of the present value of the remaining lease payments over the lease term, initial direct costs, prepaid lease payments less any lease incentives.  Operating lease liabilities are recognized at commencement date based on the present value of the remaining lease payments over the lease term.  The Company uses the implicit rate, when readily determinable, or its incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments.  Since the Company’s leases do not provide an implicit rate that can readily be determined, the Company used a discount rate based on its incremental borrowing rate, which is determined by the information available in our Credit Facility.  The incremental borrowing rate reflects the estimated rate of interest the Company would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.  

Our lease obligations are primarily comprised of the main office spaces used for operations and are recorded as general, administrative, and other expenses in the consolidated statement of operations.  As of December 31, 2021 and 2020, our lease obligations were classified as operating leases.  The Company’s rental costs associated with these office spaces for the years ended December 31, 2021 and 2020 were $0.6 million and $0.6 million, respectively.

The lease terms may include periods covered by options to extend the lease when it is reasonably certain that the Company will exercise that option and periods covered by options to terminate the lease when it is not reasonably certain that the Company will exercise that option.  Lease cost for lease obligations is recognized on a straight-line basis over the lease term.  In the event that the Company’s assumptions and expectations change, it may have to revise its ROU assets and operating lease liabilities.  As of December 31, 2021, the weighted average remaining lease term is 3.4 years, and the weighted average discount rate is 4.26%.  

As of December 31, 2021, the Company had ROU assets of $0.5 million recorded as Other Assets, $0.3 million of corresponding obligations recorded as Other Current Liabilities and $0.6 million of corresponding obligations recorded as Other Liabilities on the Company’s consolidated balance sheet.  

Under ASC 840, rent expense recorded for the year ended December 31, 2019 was $0.3 million.

As of December 31, 2021, the undiscounted cash flows for operating lease liabilities are as follows (in thousands):  

 

 

Payments Due by Period

 

 

 

Total

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

Thereafter

 

Lease obligations

 

$

720

 

 

$

228

 

 

$

196

 

 

$

199

 

 

$

57

 

 

$

30

 

 

$

10

 

Total

 

$

720

 

 

$

228

 

 

$

196

 

 

$

199

 

 

$

57

 

 

$

30

 

 

$

10

 

Under ASC 842, as of December 31, 2021, the Company has operating lease obligations expiring at various dates. There is an immaterial difference between undiscounted cash flows for operating leases and our $0.7 million of lease obligations due to the impact of the applicable discount rate.

F-11

 

Note 4—Commodity Derivative Financial Instruments

The Company’s ongoing operations expose it to changes in the market price for oil and natural gas.  To mitigate the inherent commodity price risk associated with its operations, the Company periodically uses oil and natural gas commodity derivative instruments.  From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts, and other contractual arrangements.  The Company enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.  The Company does not enter into derivative instruments for speculative purposes.  

As of December 31, 2021, the Company’s open derivative contracts consisted of fixed-price swap oil contracts and costless collar natural gas contracts.  A fixed-price swap contract between the Company and a counterparty specifies a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.  A costless collar contract between the Company and the counterparty specifies a floor and a ceiling commodity price over a specified period for a contracted volume.  The Company has not designated any of its contracts as fair value or cash flow hedges.  Accordingly, the changes in fair value of the contracts are included in the consolidated statements of operations in the period of the change.  All derivative gains and losses from the Company’s derivative contracts have been recognized in revenue in the Company’s accompanying consolidated statements of operations.  Derivative instruments that have not yet been settled in cash are reflected as either derivative assets or liabilities in the Company’s accompanying consolidated balance sheets as of December 31, 2021 and December 31, 2020.    

The Company’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period and its natural gas costless collar contracts are settled based upon the last day settlement price of the first nearby month futures contract of the contract period.  Payment for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are paid in the production month.  

The Company’s derivative contracts expose it to credit risk in the event of nonperformance by counterparties that may adversely impact the fair value of the Company’s commodity derivative assets.  While the Company does not require contract counterparties to post collateral, the Company does evaluate the credit standing on each counterparty as deemed appropriate.  The evaluation includes reviewing a counterparty’s credit rating and latest financial information.  As of December 31, 2021, the Company had one counterparty, which is rated Aa3 or better by Moody’s and is a lender under the Credit Facility.  

The Company utilizes the market approach in determining the fair value of its derivative positions by using either NYMEX, ICE or Magellan East Houston (“MEH”) published market prices, independent broker pricing data or broker/dealer valuations. The valuations of derivatives with pricing based on NYMEX, ICE or MEH published market prices may be considered Level 1 if they are settled through a NYMEX, ICE or MEH clearing broker account with daily margining. Over-the-counter derivatives with NYMEX, ICE or MEH based prices are considered Level 2 due to the impact of counterparty credit risk.  The Company’s derivatives are classified within Level 2.  

The table below summarizes the fair values and classifications of the Company’s derivative instruments as of December 31, 2021 and 2020 (in thousands):

 

 

 

 

As of December 31, 2021

 

Classification

 

Balance Sheet Location

 

Gross Fair Value

 

 

Effect of Netting

 

 

Net Carrying Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current asset

 

Other current assets

 

$

217

 

 

$

(217

)

 

$

-

 

Long-term asset

 

Other assets

 

 

-

 

 

 

-

 

 

 

-

 

Total assets

 

 

 

$

217

 

 

$

(217

)

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liability

 

Other current liabilities

 

$

467

 

 

$

(217

)

 

$

250

 

Long-term liability

 

Other non-current liabilities

 

 

-

 

 

 

-

 

 

 

-

 

Total liabilities

 

 

 

$

467

 

 

$

(217

)

 

$

250

 

F-12

 

 

 

 

 

 

 

As of December 31, 2020

 

Classification

 

Balance Sheet Location

 

Gross Fair Value

 

 

Effect of Netting

 

 

Net Carrying Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current asset

 

Other current assets

 

$

342

 

 

$

(342

)

 

$

-

 

Long-term asset

 

Other assets

 

 

-

 

 

 

-

 

 

 

-

 

Total assets

 

 

 

$

342

 

 

$

(342

)

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liability

 

Other current liabilities

 

$

1,286

 

 

$

(342

)

 

$

944

 

Long-term liability

 

Other non-current liabilities

 

 

-

 

 

 

-

 

 

 

-

 

Total liabilities

 

 

 

$

1,286

 

 

$

(342

)

 

$

944

 

 

Changes in the fair values of the Company’s derivative instruments are presented on a net basis in the accompanying consolidated statements of operations and consolidated statements of cash flows and consist of the following for the periods presented (in thousands):

 

 

Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Unrealized gain (loss) of open non-hedge derivative instruments

 

$

694

 

 

$

(944

)

 

$

-

 

Realized gain (loss) on settlement of non-hedge derivative instruments

 

 

(5,524

)

 

 

(256

)

 

 

-

 

Gain (loss) on commodity derivative instruments

 

$

(4,830

)

 

$

(1,200

)

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company had the following open derivative contracts for natural gas as of December 31, 2021:

 

 

 

 

 

 

Weighted Average

 

 

Weighted Average

 

Period and Type of Contract

 

Volume (MMBtu)

 

 

Floor Price (Per MMBtu)

 

 

Ceiling Price (Per MMBtu)

 

Natural Gas Collar Contracts:

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

 

450,000

 

 

$

4.20

 

 

$

5.52

 

 

Note 5—Oil and Natural Gas Interests

Oil and natural gas interest include the following (in thousands):

 

 

 

As of

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Oil and natural gas interests:

 

 

 

 

 

 

 

 

Subject to depletion

 

$

325,512

 

 

$

319,487

 

Not subject to depletion

 

 

27,710

 

 

 

32,463

 

Gross oil and natural gas interests

 

 

353,222

 

 

 

351,950

 

Accumulated depletion and impairment

 

 

(159,678

)

 

 

(144,445

)

Oil and natural gas interests, net

 

$

193,544

 

 

$

207,505

 

 

Note 6—Debt

Falcon Credit Facility

On the Closing Date, OpCo entered into a credit facility with Citibank, N.A., as administrative agent and collateral agent for the lenders from time-to-time party thereto (the “Credit Facility”). The Credit Facility provides for a maximum credit amount of $500.0 million and a borrowing base based on its oil and natural gas reserves and other factors which is currently $70 million, subject to scheduled semi-annual and other borrowing base redeterminations and expires on the fifth anniversary of the Closing Date. As of December 31, 2021, OpCo had borrowings of $40.0 million under the Credit Facility at an interest rate of 2.60% and $30.0 million

F-13

 

available for future borrowings under the Credit Facility. Unamortized deferred issuance costs were $1.1 million as of December 31, 2021.

Principal amounts borrowed are payable on the maturity date. The Company has a choice of borrowing at an alternative base rate (which is equal to the greatest of the federal funds rate plus one-half of 1.0%, the prime rate or the one-month LIBOR rate plus 1.0%) or LIBOR, with such borrowings bearing interest, payable quarterly in arrears for base rate loans and one month, two-month, three month or six-month periods for LIBOR loans. LIBOR loans bear interest at a rate per annum equal to the rate appearing on the Reuters Reference LIBOR01 or LIBOR02 page as the LIBOR, for deposits in dollars at 12:00 noon (London, England time) for one, two, three, or six months plus an applicable margin ranging from 200 to 300 basis points. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one-month LIBOR loans plus 1%, plus an applicable margin ranging from 100 to 200 basis points. The scheduled redeterminations of OpCo’s borrowing base take place on April 1st and October 1st of each year.

Obligations under the Credit Facility are guaranteed by OpCo and each of its existing and future, direct and indirect domestic subsidiaries (the “Credit Parties”) and are secured by all the present and future assets of the Credit Parties, subject to customary carve-outs.

The Credit Facility contains various affirmative, negative, and financial maintenance covenants.  These covenants, among other things, include restrictions on the Company’s ability to incur additional indebtedness, acquire and sell assets, create liens, enter into certain lease agreements, make investments, make distributions, and require the maintenance of the financial ratios described below.

 

Financial Covenant

 

Required Ratio

Ratio of total net debt to EBITDAX, as defined in the Credit Facility

 

Not greater than 4.0 to 1.0

Ratio of current assets to current liabilities, as defined in the Credit Facility

 

Not less than 1.0 to 1.0

As of December 31, 2021, the Company was in compliance with such covenants.

Note 7—Warrants

In July 2017, the Company consummated its initial public offering of units, each consisting of one share of Class A Common Stock and one-half of one warrant (“Public Warrant”).  Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at the initial price of $11.50 per share. Pursuant to the Warrant Agreement, to the extent that any common stock dividend paid by the Company, when combined with other common stock dividends paid in the prior 365 days, exceeds $0.50 cents, it is categorized as an Extraordinary Dividend.  Extraordinary Dividends reduce, penny for penny, the exercise price of the Company’s warrants.  For the quarters ending June 30, 2019 and September 30, 2019, the Company paid Extraordinary Dividends of $0.12 and $0.04, respectively.  Accordingly, the exercise price of the Company’s warrants was reduced to $11.38 after the Extraordinary Dividend paid for the quarter ended June 30, 2019 and was further reduced to $11.34 after the Extraordinary Dividend paid for the quarter ended September 30, 2019. Subsequent to the year ended December 31, 2021, the exercise price of the Company’s warrants was further reduced to $11.29 after the Extraordinary Dividend paid for the quarter ended December 31, 2021.  The Public Warrants will expire five years after the closing of the deSPAC Transactions or earlier upon redemption or liquidation.  The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant with not less than 30 days’ notice provided to the Public Warrant holders.  However, this redemption right can only be exercised if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period ending three business days before we send the notice of redemption to the Public Warrant holders.  

Upon closing of the Osprey initial public offering, the Sponsor purchased an aggregate of 7,500,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”).  Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.34.  The Private Placement Warrants are identical to the Public Warrants discussed above, except (i) they will not be redeemable by the Company so long as they are held by the Sponsor and (ii) they may be exercisable by the holders on a cashless basis.  

The Company accounts for the Public and Private Placement Warrants (the “Warrants”) in accordance with ASC 815.  ASC 815 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock.  This applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under ASC 815, including any freestanding financial instrument that is potentially settled in an entity’s own stock.

Due to certain circumstances that could require the Company to settle the Warrants in cash, the Warrants have been classified as derivative liabilities, as opposed to an equity contract.  Therefore, the Warrants were recorded at fair value upon issuance and remeasured at each reporting period with the change in fair value recorded in the statement of operations.  As of December 31, 2021 and 2020, there were

F-14

 

13,749,998 Public Warrants outstanding for each period.  As of December 31, 2021 and 2020, there were 7,500,000 Private Placement Warrants outstanding for each period.  The fair value of the Public Warrants was determined using the readily observable publicly traded price (Level 1) as of the end of each reporting period and the Private Placement Warrants were estimated utilizing a binomial lattice model using the following range of significant unobservable inputs (Level 3) for the respective periods:

 

 

2021

 

2020

Stock price

 

$4.49 - $5.08

 

$2.15 - $3.20

Volatility

 

55.2% - 65.2%

 

60.1% - 71.9%

Risk-free rate

 

0.24% - 0.61%

 

0.16% - 0.31%

Dividend yield

 

6.63% - 12.57%

 

8.17% - 9.00%

Term

 

1.60 - 2.40 years

 

2.65 - 3.40 years

The following is a reconciliation of the beginning and ending balance for the Private Placement Warrants measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021, 2020 and 2019 (in thousands):

 

 

Level 3

 

 

 

Warrant Liability

 

Fair value of warrant liability at January 1, 2019

 

$

6,450

 

Decrease in fair value

 

 

(2,700

)

Fair value of warrant liability at December 31, 2019

 

$

3,750

 

Decrease in fair value

 

 

(2,250

)

Fair value of warrant liability at December 31, 2020

 

$

1,500

 

Decrease in fair value

 

 

(375

)

Fair value of warrant liability at December 31, 2021

 

$

1,125

 

 

Note 8—Shareholders’ Equity and Dividends

Shares Outstanding

Prior to the deSPAC 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 deSPAC 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, 2021.

 

 

 

Class A

Common Stock

 

 

Class C

Common Stock

 

 

Warrants

 

Beginning Balance at December 31, 2020

 

 

46,107,183

 

 

 

40,000,000

 

 

 

21,249,998

 

Restricted stock grant vesting

 

 

294,557

 

 

 

-

 

 

 

-

 

Class C shares converted to Class A

 

 

612,218

 

 

 

(612,218

)

 

 

-

 

Shares outstanding at December 31, 2021

 

 

47,013,958

 

 

 

39,387,782

 

 

 

21,249,998

 

 

Preferred stock - At December 31, 2021, 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, 2021, there were 47,013,958 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, 2021, there were 39,387,782 shares of Class C Common Stock issued and outstanding. Class C Common Stock was issued to the Contributors in connection with the deSPAC 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 deSPAC 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. During the year ended December 31, 2021, 612,218 OpCo Common Units and shares of Class C Common Stock were redeemed for shares of Class A Common Stock.  

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).

F-15

 

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, 2021, 2020 and 2019, $19.4 million, $10.2 million, and $27.7 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, 2021

 

$

0.1450

 

 

$

6,817

 

 

March 9, 2022

 

February 28, 2022

September 30, 2021

 

$

0.1550

 

 

$

7,190

 

 

December 8, 2021

 

November 23, 2021

June 30, 2021

 

$

0.1500

 

 

$

6,957

 

 

September 8, 2021

 

August 25, 2021

March 31, 2021

 

$

0.1000

 

 

$

4,621

 

 

June 8, 2021

 

May 25, 2021

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

 

Note 9—Share-Based Compensation

In connection with the Closing, the Falcon Board of Directors adopted the Falcon Minerals Corporation 2018 Long-Term Incentive Plan (the “Plan”). An aggregate of 8.6 million shares of Class A Common Stock are available for issuance under the Plan.  The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.  Common shares that are cancelled, forfeited, or withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards.  Distribution equivalent rights (“DER”) are also available for grant under the Plan, either alone or in tandem with other specific awards, which will entitle the recipient to receive an amount equal to dividends paid on a Class A common share.  The Plan is administered by the Falcon Board of Directors or a committee thereof.  

Restricted Stock Grants

In accordance with the Plan, the Falcon Board of Directors is authorized to issue restricted stock awards (“RSA”) to eligible employees and directors.  The Company estimates the fair value of the RSAs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable vesting period.  Each RSA that has been granted has a DER included in each agreement.  Dividends paid in connection with the DERs are accounted for as a reduction in retained earnings for those awards that are expected to vest.  RSAs that are forfeited could cause a reclassification of any previously recognized DER payments from a reduction in retained earnings to additional compensation cost.  

Performance Stock Units

F-16

 

Under the Plan, the Falcon Board of Directors is authorized to issue performance stock units (“PSU”) to eligible employees and directors.  The Company estimates the fair value and the derived service period of the PSUs utilizing a lattice model since the vesting requirements are a market-based condition (indexed to the Falcon stock price).  The Company engaged a third-party consultant to calculate fair value and the derived service period of the grants at the time of issuance.  The fair value of the PSUs is then amortized over the longer of the service condition or the derived service period attributable to each grant.  All compensation cost for the PSUs will be recognized over the longer of the service condition or the derived service period, even if the market-condition is never satisfied as long as the award is not forfeited.  The PSUs that have been granted to date do not have any DERs included in the agreements.  PSUs that are forfeited could cause a reclassification of any previously recognized DER payments from a reduction in retained earnings to additional compensation cost.  

We utilized a lattice model pricing model to measure the fair value of the PSUs.  The derived service period equals the median time to achieve the hurdle in all simulations where the hurdle was achieved.  Volatility assumptions are based on the average historical volatility of Falcon stock over the derived service period of the PSU.  The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant over the derived service period of the PSU.  The dividend yield is based on an annual dividend yield, taking in account historical dividends, over the derived service period of the PSU.  The Company used the following weighted average assumptions to estimate the grant date fair value of the PSUs granted during the year ended December 31, 2021 and 2020:

 

 

 

2021

 

 

2020

 

Stock price

 

$

3.97

 

 

$

2.24

 

Volatility

 

 

68.6

%

 

 

53.4

%

Risk-free rate

 

 

0.30

%

 

 

0.60

%

Dividend yield

 

 

6.50

%

 

 

9.10

%

Derived service period

 

3.00 years

 

 

3.00 years

 

 

The following table summarizes the activity in our unvested RSAs and PSUs for the years ended December 31, 2021 and 2020:

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Weighted Average

 

 

 

Restricted

 

 

Grant-Date

 

 

Performance Stock

 

 

Grant-Date

 

 

 

Stock

 

 

Fair Value

 

 

Units

 

 

Fair Value

 

Unvested at December 31, 2019

 

 

283,917

 

 

$

8.10

 

 

 

1,413,334

 

 

$

3.45

 

Granted

 

 

337,744

 

 

$

2.48

 

 

 

751,286

 

 

$

0.64

 

Vested

 

 

(143,466

)

 

$

7.31

 

 

 

-

 

 

$

-

 

Forfeited

 

 

(1,958

)

 

$

6.00

 

 

 

-

 

 

$

-

 

Unvested at December 31, 2020

 

 

476,237

 

 

$

4.36

 

 

 

2,164,620

 

 

$

2.48

 

Granted

 

 

461,498

 

 

$

4.40

 

 

 

802,114

 

 

$

2.28

 

Vested

 

 

(294,558

)

 

$

5.23

 

 

 

(260,000

)

 

$

4.09

 

Forfeited

 

 

(113,780

)

 

$

3.58

 

 

 

(1,778,916

)

 

$

2.50

 

Unvested at December 31, 2021

 

 

529,397

 

 

$

4.07

 

 

 

927,818

 

 

$

1.82

 

 

For the years ended December 31, 2021, 2020 and 2019, the Company incurred $0.2 million, $3.5 million, and $2.5 million, respectively, of share-based compensation which is included in general, administrative, and other expenses in the accompanying consolidated statements of operations.  The unamortized estimated fair value of unvested RSAs and PSUs was $2.2 million at December 31, 2021.  These costs are expected to be recognized as expense over a weighted average period of 1.7 years. In addition, for the years ended December 31, 2021, 2020 and 2019, the Company paid $0.3 million, $0.1 million and $0.2 million, respectively, of DERs to RSA holders.

Note 10—Earnings Per Share

Earnings per share is computed using the two-class method.  The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings.  Participating securities represent restricted stock awards in which the recipients have non-forfeitable rights to dividend equivalents during the performance period.  

F-17

 

The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders - basic

 

$

13,156

 

 

$

7,700

 

 

$

20,419

 

Plus: Net income attributable to non-controlling interests, net of taxes

 

 

-

 

 

 

2,236

 

 

 

12,936

 

Less: Earnings allocated to participating securities

 

 

(255

)

 

 

(64

)

 

 

(115

)

Net income attributable to common stockholders - diluted

 

$

12,901

 

 

$

9,872

 

 

$

33,240

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

46,321

 

 

 

46,031

 

 

 

45,893

 

Effect of dilutive securities

 

 

-

 

 

 

40,000

 

 

 

40,000

 

Weighted average shares outstanding - diluted

 

 

46,321

 

 

 

86,031

 

 

 

85,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - basic

 

$

0.28

 

 

$

0.17

 

 

$

0.44

 

Net income per common share - diluted

 

$

0.28

 

 

$

0.11

 

 

$

0.39

 

 

The Company had the following shares that were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive for the periods presented but could potentially dilute basic earnings per share in future periods (in thousands):

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

21,250

 

 

 

21,250

 

 

 

21,250

 

Class C common shares

 

 

39,388

 

 

 

-

 

 

 

-

 

Total

 

 

60,638

 

 

 

21,250

 

 

 

21,250

 

Diluted net income per share also excludes the effects of OpCo Common Units (and related Class C Common Stock) associated with the earn-out, which are convertible into Class A Common Stock, and the PSUs because each are considered contingently issuable shares and the conditions for issuance were not satisfied as of December 31, 2021.

Note 11—Income Taxes

The Company under ASC 740 uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

For the years ended December 31, 2021, 2020, and 2019, the Company recorded an income tax expense of $4.1 million, $0.6 million and $3.9 million, respectively.

As of December 31, 2021, and 2020, the Company had $52.1 million and $55.8 million, respectively, of net deferred tax assets. These net deferred tax assets relate to oil and gas assets and other temporary items where the tax basis differs from the GAAP carrying amounts.

As of December 31, 2021, and 2020, the Company had net operating loss carryforwards for federal income tax purposes of $0 million and $5.7 million, respectively, that, subject to limitation, may be available in future tax years to offset taxable income.  The federal net operating loss carryforwards do not expire but are subject to certain income limitations in future tax years.  In the event that the Company experiences an ownership change within the meaning of Section 382 of the Internal Revenue Code, our ability to utilize net operating losses, tax credits, and other tax attributes may be limited.

At December 31, 2021 and 2020, the Company had recorded a prepayment of income taxes of $0.4 million and $0 million, respectively.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

F-18

 

The components of the provision for income taxes for the years ended December 31, 2021, 2020, and 2019 are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Current income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

348

 

 

$

10

 

 

$

1,459

 

State

 

 

73

 

 

 

-

 

 

 

38

 

Total current income tax provision

 

 

421

 

 

 

10

 

 

 

1,497

 

Deferred income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

3,604

 

 

 

574

 

 

 

2,399

 

State

 

 

34

 

 

 

5

 

 

 

22

 

Total deferred income tax provision

 

 

3,638

 

 

 

579

 

 

 

2,421

 

Total provision for income taxes

 

$

4,059

 

 

$

589

 

 

$

3,918

 

A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:  

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Income tax expense at the federal statutory tax rate (21%)

 

$

6,645

 

 

$

2,318

 

 

$

8,589

 

Impact of net income attributable to the non-controlling interests

 

 

(3,020

)

 

 

(577

)

 

 

(3,478

)

State taxes, net of federal benefit

 

 

84

 

 

 

4

 

 

 

47

 

Non-deductible transaction costs

 

 

454

 

 

 

-

 

 

 

-

 

Warrant liability adjustment

 

 

(98

)

 

 

(1,077

)

 

 

(1,274

)

Other, net

 

 

(6

)

 

 

(79

)

 

 

34

 

Provision for (benefit from) income taxes

 

$

4,059

 

 

$

589

 

 

$

3,918

 

 

The components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows:

 

 

 

As of December 31,

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

(in thousands)

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Difference in carrying value and tax basis in oil and gas assets

 

$

51,227

 

 

$

52,790

 

 

 

Net operating loss

 

 

-

 

 

 

2,032

 

 

 

Share-based compensation

 

 

1,019

 

 

 

1,052

 

 

 

Total deferred tax assets

 

 

52,246

 

 

 

55,874

 

 

 

Valuation allowance

 

 

-

 

 

 

-

 

 

 

Net deferred tax assets

 

 

52,246

 

 

 

55,874

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Prepaid Expenses

 

 

111

 

 

 

101

 

 

 

Net deferred tax assets

 

$

52,135

 

 

$

55,773

 

 

 

 

Note 12—Related Party Transactions

Founder Shares

In June 2016, the Company issued an aggregate of 125,000 shares of Class B Common Stock to Osprey Sponsor, LLC (the “Sponsor”) for an aggregate purchase price of $25,000 (the “Founder Shares”). In March 2017, the Company effectuated a 57.5-for-1 stock split resulting in an aggregate of 7,187,500 Founder Shares outstanding and held by the Sponsor. The Founder Shares automatically converted into Class A Common Stock upon the consummation of the deSPAC Transactions on a one-for-one basis. Due to the underwriter’s election not to exercise the remaining portion of the over-allotment option related to the Osprey initial public offering, 312,500 Founder Shares were forfeited resulting in an aggregate of 6,875,000 Founder Shares held by the Sponsor prior to the deSPAC Transactions.    

F-19

 

Hepco Capital Management, LLC

Hepco Capital Management, LLC (“Hepco Capital”), which Company officer Jeffrey Brotman is also a director and officer of, and its affiliates share certain employees and office space and reimburses the Company for a proportionate amount of the shared expenses on a monthly basis. For the years ended December 31, 2021, 2020, and 2019, the Company received $0.1 million, $0.3 million, and $0.3 million, respectively.

Royal Resources L.P.

Royal, which owns 35.2 million shares of the Class C Common Stock of the Company, as well as 35.2 million OpCo Common Units, entered into a Master Service Agreement (“MSA”) with the Company in December 2018.  Under the MSA, the Company provides certain management services to Royal. For the years ended December 31, 2021, 2020, and 2019, the Company received $0.3 million, $1.1 million and $0.6 million, respectively, under this agreement.  

Note 13—Major Operators

The following table presents the percentage of revenues with the Company’s significant operators (those that have accounted for 10% or more of the Company’s revenues in a given period) for the periods indicated:

 

 

 

 

 

 

For the Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Conoco Phillips

 

 

47

%

 

 

42

%

 

 

33

%

EOG

 

 

19

%

 

 

20

%

 

 

29

%

Devon

 

 

15

%

 

 

16

%

 

 

18

%

Total

 

 

81

%

 

 

78

%

 

 

80

%

 

Note 14—Commitments and Contingencies

The Company could be subject to various possible loss contingencies which arise primarily from interpretation of federal and state laws and regulations affecting the natural gas and crude oil industry. Such contingencies include differing interpretations as to the prices at which natural gas and crude oil sales may be made, the prices at which royalty owners may be paid for production from their leases, environmental issues, and other matters. Management believes it has complied with the various applicable laws and regulations, administrative rulings, and interpretations.

Note 15—Subsequent Events

Cash Dividends

In February 2022, the Company declared a quarterly cash dividend of $0.145 per share of Class A Common Stock totaling approximately $6.8 million for all shares of Class A Common Stock outstanding. The dividend is for the period from October 1, 2021 through December 31, 2021. The dividend was paid on March 9, 2022 to all Class A shareholders of record on February 28, 2022.

OpCo Distribution

In March 2022, OpCo made distributions totaling $12.7 million to its unitholders. Of the $12.7 million distributed by OpCo, the Company received $6.9 million.

Merger Agreement

On January 11, 2022, Falcon, OpCo, Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of OpCo (“Merger Sub”), and DPM HoldCo, LLC, a Delaware limited liability company (“Desert Peak”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions in the Merger Agreement, Merger Sub will merge with and into Desert Peak (the “Merger”), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of OpCo.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger (the “Merger Effective Time”), the limited liability company interests in Desert Peak (the “DPM Membership Units”) issued and outstanding immediately prior to the Merger Effective Time will be converted into the right to receive an aggregate of (a) 235,000,000 shares of Class C common stock, (b) 235,000,000 OpCo Common Units and (c) additional shares of Falcon Class C common stock (and a corresponding number of OpCo Common Units) equal to (i) the sum of (x) the difference between $140,000,000 and the Sierra Net Debt (as defined in the Merger Agreement) plus (y) the amount by which the Indebtedness (as defined in the Merger Agreement) for borrowed money of Falcon and its subsidiaries exceeds $45,000,000 as of immediately prior to the Merger Effective Time divided by (ii) $5.15 (collectively, the “Merger Consideration”).

Completion of the Merger is subject to certain customary conditions, including, among others, the following: (a) the affirmative vote of the holders of at least (i) a majority of the votes cast at Falcon’s stockholder meeting (the “Falcon Stockholder Meeting”) on the

F-20

 

approval of the issuance of the Merger Consideration (the “Stock Issuance Proposal”) and (ii) a majority of the voting power of the outstanding capital stock of Falcon entitled to vote on the approval of the adoption of certain amendments to Falcon’s certificate of incorporation providing for a reverse stock split of the Class C common stock and the Class A common stock prior to the Merger Effective Time, at a ratio of four to one (the “Falcon Reverse Stock Split” and, together with the Stock Issuance Proposal, the “Required Falcon Stockholder Proposals”); (b) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement (the “Transactions”); (c) approval for listing on the Nasdaq Capital Market of the Class A common stock issuable upon exchange of the Merger Consideration; (d) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Transactions, and any commitment to, or agreement (including any timing agreement) with, any government entity to delay the consummation of, or not to close before a certain date, the Transactions; (e) the effectiveness of the Falcon Reverse Stock Split and the adoption of a reverse unit split of the OpCo Common Units prior to the Merger Effective Time, at a ratio of four to one; (f) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (g) compliance by each party in all material respects with its covenants included in the Merger Agreement; (h) each of the Registration Rights Agreement (as defined in the Merger Agreement) and the Director Designation Agreement (as defined in the Merger Agreement) being in full force and effect; and (i) the Available Liquidity (as defined in the Merger Agreement) is no less than $65,000,000 and the Sierra Net Debt is not in excess of $140,000,000.

 

Note 16 – Quarterly Financial Data (Unaudited)

 

(in thousands, except per share data)

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

12,504

 

 

$

16,161

 

 

$

19,214

 

 

$

20,129

 

Operating income

 

$

4,680

 

 

$

8,185

 

 

$

10,551

 

 

$

9,542

 

Net income (loss) attributable to common shareholders

 

$

(1,407

)

 

$

3,642

 

 

$

5,808

 

 

$

5,113

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

$

(0.03

)

 

$

0.08

 

 

$

0.12

 

 

$

0.11

 

Common shares - diluted

 

$

(0.03

)

 

$

0.07

 

 

$

0.11

 

 

$

0.10

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

 

46,125

 

 

 

46,214

 

 

 

46,335

 

 

 

46,606

 

Common shares - diluted

 

 

46,125

 

 

 

86,214

 

 

 

86,335

 

 

 

86,386

 

 

(in thousands, except per share data)

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

13,600

 

 

$

6,115

 

 

$

9,669

 

 

$

9,497

 

Operating income (loss)

 

$

5,602

 

 

$

(1,104

)

 

$

2,014

 

 

$

1,469

 

Net income (loss) attributable to common shareholders

 

$

7,883

 

 

$

(368

)

 

$

1,560

 

 

$

(1,375

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

$

0.17

 

 

$

(0.01

)

 

$

0.03

 

 

$

(0.03

)

Common shares - diluted

 

$

0.11

 

 

$

(0.01

)

 

$

0.02

 

 

$

(0.03

)

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares - basic

 

 

45,967

 

 

 

46,001

 

 

 

46,055

 

 

 

46,099

 

Common shares - diluted

 

 

85,967

 

 

 

46,001

 

 

 

86,055

 

 

 

46,099

 

 

Note 17 – Supplemental Information on Oil and Natural Gas Operations (Unaudited)

The Company’s oil and natural gas reserves are attributable solely to properties within the United States.  Discontinued operations information comprising of the RNR interests which were not acquired in the Transactions have not been included in the Supplemental Information for Crude Oil Producing Activities for each period presented below.  

F-21

 

Capitalized oil and natural gas costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Proved royalty interest

 

$

325,512

 

 

$

319,487

 

Unproved royalty interests

 

 

27,710

 

 

 

32,463

 

Accumulated amortization

 

 

(159,678

)

 

 

(144,445

)

Net royalty interests in oil and natural gas properties

 

$

193,544

 

 

$

207,505

 

 

Costs incurred in oil and natural gas activities

Costs incurred in oil and natural gas property acquisitions, exploration and development activities are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Acquisition costs:

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

$

485

 

 

$

1,066

 

 

$

4,011

 

Unproved properties

 

 

787

 

 

 

1,351

 

 

 

18,750

 

Total

 

$

1,272

 

 

$

2,417

 

 

$

22,761

 

 

Results of operations from oil and natural gas producing activities

The following table sets forth the revenues and expenses related to the production and sale of oil and natural gas.  It does not include any interest costs or general and administrative costs and, therefore, is not necessarily indicative of the contribution to the net operating results of the Company’s oil, natural gas and natural gas liquids operations.  

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Royalty income

 

$

72,838

 

 

$

40,081

 

 

$

68,463

 

Production and ad valorem taxes

 

 

(3,935

)

 

 

(2,807

)

 

 

(4,262

)

Marketing and transportation

 

 

(1,752

)

 

 

(1,993

)

 

 

(2,396

)

Depletion

 

 

(15,233

)

 

 

(14,103

)

 

 

(12,737

)

Income tax expense

 

 

(4,059

)

 

 

(589

)

 

 

(3,918

)

Results of operations from oil, natural gas and natural gas liquids

 

$

47,859

 

 

$

20,589

 

 

$

45,150

 

Oil and Natural Gas Reserves

Proved oil and gas reserve estimates as of December 31, 2021, 2020 and 2019 were prepared by Ryder Scott Company, L.P. independent petroleum engineers.  Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon the 12-month unweighted average of the first-day-of-the-month prices.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

F-22

 

The changes in estimated proved reserves are as follows:

 

 

Oil

 

 

Natural Gas

 

 

Natural Gas

Liquids

 

 

Total

 

 

 

(MBbls)

 

 

(MMcf)

 

 

(MBbls)

 

 

(MBOE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed and Undeveloped Reserves:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018

 

 

15,212

 

 

 

56,185

 

 

 

3,163

 

 

 

27,740

 

Purchase of reserves in place

 

 

32

 

 

 

70

 

 

 

12

 

 

 

56

 

Extensions and discoveries

 

 

215

 

 

 

553

 

 

 

71

 

 

 

378

 

Revisions of previous estimates

 

 

(1,984

)

 

 

(6,950

)

 

 

(230

)

 

 

(3,373

)

Production

 

 

(879

)

 

 

(3,588

)

 

 

(297

)

 

 

(1,774

)

As of December 31, 2019

 

 

12,596

 

 

 

46,270

 

 

 

2,719

 

 

 

23,027

 

Purchase of reserves in place

 

 

62

 

 

 

62

 

 

 

-

 

 

 

72

 

Extensions and discoveries

 

 

34

 

 

 

797

 

 

 

12

 

 

 

179

 

Revisions of previous estimates

 

 

(2,114

)

 

 

4,935

 

 

 

(298

)

 

 

(1,590

)

Production

 

 

(836

)

 

 

(3,528

)

 

 

(247

)

 

 

(1,671

)

As of December 31, 2020

 

 

9,742

 

 

 

48,536

 

 

 

2,186

 

 

 

20,017

 

Purchase of reserves in place

 

 

22

 

 

 

34

 

 

 

5

 

 

 

33

 

Extensions and discoveries

 

 

326

 

 

 

1,777

 

 

 

122

 

 

 

744

 

Revisions of previous estimates

 

 

(1,571

)

 

 

(3,109

)

 

 

159

 

 

 

(1,930

)

Production

 

 

(756

)

 

 

(3,801

)

 

 

(230

)

 

 

(1,620

)

As of December 31, 2021

 

 

7,763

 

 

 

43,437

 

 

 

2,242

 

 

 

17,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

3,900

 

 

 

18,016

 

 

 

1,230

 

 

 

8,133

 

December 31, 2020

 

 

3,291

 

 

 

19,755

 

 

 

1,164

 

 

 

7,747

 

December 31, 2021

 

 

2,738

 

 

 

19,098

 

 

 

1,183

 

 

 

7,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Undeveloped Reserves:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

8,696

 

 

 

28,254

 

 

 

1,489

 

 

 

14,894

 

December 31, 2020

 

 

6,451

 

 

 

28,781

 

 

 

1,022

 

 

 

12,270

 

December 31, 2021

 

 

5,025

 

 

 

24,339

 

 

 

1,059

 

 

 

10,141

 

 

Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs, or development costs.

During the year ended December 31, 2021, the Company’s negative revisions of previous estimates of 1,930 MBOE resulted primarily due to a change in development timing.  The purchase of reserves in place of 33 MBOE were due to multiple acquisitions located within the Eagle Ford Shale.

During the year ended December 31, 2020, the Company’s negative revisions of previous estimates of 1,590 MBOE resulted primarily from reducing the existing PUD locations by 269 wells due to a change in development timing and lower commodity prices.  The purchase of reserves in place of 72 MBOE were due to multiple acquisitions located within the Eagle Ford Shale.  

During the year ended December 31, 2019, the Company’s negative revisions of previous estimates of 3,373 MBOE resulted primarily from reducing the existing PUD locations by 314 wells due to a change in development timing and lower commodity prices.  The purchase of reserves in place of 56 MBOE were due to multiple acquisitions primarily located within the Eagle Ford Shale.

Standardized Measure of Discounted Cash Flows

The standardized measure of discounted future net cash flows are based on the unweighted average, first-day-of-the-month price. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary.

F-23

 

The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2021, 2020 and 2019:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Future cash inflows

 

$

708,450

 

 

$

476,315

 

 

$

882,076

 

Future production costs

 

 

(51,256

)

 

 

(41,770

)

 

 

(70,956

)

Future income tax expense

 

 

(42,787

)

 

 

(6,431

)

 

 

(48,040

)

Future net cash flows

 

 

614,407

 

 

 

428,114

 

 

 

763,080

 

10% discount to reflect timing of cash flows

 

 

(267,005

)

 

 

(176,302

)

 

 

(304,730

)

Standardized measure of discounted cash flows

 

$

347,402

 

 

$

251,812

 

 

$

458,350

 

 

In the table below the average first-day-of–the-month price for oil, natural gas and natural gas liquids is presented, all utilized in the computation of future cash inflows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Unweighted Arithmetic Average

 

 

 

First-Day-of-the-Month Prices

 

Oil (per Bbl)

 

$

66.56

 

 

$

39.57

 

 

$

55.69

 

Natural gas (per Mcf)

 

$

3.60

 

 

$

1.99

 

 

$

2.58

 

Natural gas liquids (per Bbl)

 

$

25.96

 

 

$

12.27

 

 

$

13.37

 

 

Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:

 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Standardized measure of discounted future net cash flows at the

   beginning of the period

 

$

251,812

 

 

$

458,350

 

 

$

608,870

 

Purchase of minerals in place

 

 

1,026

 

 

 

2,134

 

 

 

1,256

 

Sales of oil and natural gas, net of production costs

 

 

(65,181

)

 

 

(35,281

)

 

 

(59,949

)

Extensions and discoveries

 

 

15,048

 

 

 

1,462

 

 

 

9,711

 

Net changes in prices and production costs

 

 

186,943

 

 

 

(148,892

)

 

 

(91,386

)

Revisions of previous quantity estimates

 

 

(29,572

)

 

 

(72,896

)

 

 

(92,479

)

Divestiture of reserves

 

 

-

 

 

 

-

 

 

 

-

 

Net changes in income taxes

 

 

(20,810

)

 

 

25,419

 

 

 

20,613

 

Accretion of discount

 

 

25,553

 

 

 

44,279

 

 

 

65,863

 

Net changes in timing of production and other

 

 

(17,417

)

 

 

(22,763

)

 

 

(4,149

)

Standardized measure of discounted future net cash flows at the

   end of the period

 

$

347,402

 

 

$

251,812

 

 

$

458,350

 

 

F-24