0001213900-22-011478.txt : 20220310 0001213900-22-011478.hdr.sgml : 20220310 20220310101020 ACCESSION NUMBER: 0001213900-22-011478 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220310 DATE AS OF CHANGE: 20220310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Minerals Corp CENTRAL INDEX KEY: 0001703785 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 820820780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 22727825 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125065938 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Osprey Energy Acquisition Corp DATE OF NAME CHANGE: 20170413 DEFA14A 1 ea156614-8k_falcon.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 10, 2022

 

 

 

FALCON MINERALS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-38158   82-0820780
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer 
Identification Number)

 

510 Madison Avenue, 8th Floor
New York
, NY
  10022
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (212) 506-5925

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. 

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On March 10, 2022, Falcon Minerals Corporation (the “Company”) issued a press release regarding its financial results for the fourth quarter and full year 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.  The information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

 (d) Exhibits

 

Exhibit No.   Description of Exhibit
99.1   Press release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Forward-Looking Statements

 

This Current Report contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. The Company cautions readers not to place any undue reliance on these forward-looking statements as forward-looking information is not a guarantee of future performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, future dividends paid, the tax treatment of dividends paid, The Company’s plans, initiatives, objectives, expectations and intentions, the anticipated impact and timing of the proposed Desert Peak transaction, [including the combined company’s expected performance,] and other statements that are not historical facts. While forward-looking statements are based on assumptions and analyses made by the Company that it believes to be reasonable under the circumstances, whether actual results and developments will meet the Company’s expectations and predictions depend on a number of risks and uncertainties which could cause the Company’s actual results, performance, and financial condition to differ materially from its expectations. See “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended on Form 10-K/A, and in Falcon’s Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) for a discussion of risk factors that affect our business. Any forward-looking statement made in this Current Report speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Neither Desert Peak nor the Company undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

 

Additional Information and Where to Find It

 

In connection with the proposed transaction, the Company has filed with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”) and will file other documents with the SEC regarding the proposed transaction. The Proxy Statement will be sent or given to the Company’s stockholders and will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the Proxy Statement and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. You may also obtain the Company’s documents on its website at www.falconminerals.com. The references to the SEC's website and our website are for the convenience of investors and shall not be deemed to be incorporated into any of the Company’s filings. All website addresses in this prospectus are intended to be inactive textual references only.

 

Participants in the Solicitation

 

The Company, Desert Peak and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction and may have direct or indirect interests in the proposed transaction. Information about the Company’s directors and executive officers is set forth in the Company’s Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed with the SEC on April 23, 2021, its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 12, 2020, as amended on Form 10-K/A, filed with the SEC on May 5, 2021, and its other documents which are filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement. Other relevant materials will be filed with the SEC regarding the proposed transaction when they become available. Investors should read the Proxy Statement carefully before making any voting or investment decisions. Investors may obtain free copies of these documents using the sources indicated above.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 10, 2022 FALCON MINERALS CORPORATION
     
  By: /s/ Matthew Ockwood
  Name: Matthew Ockwood
  Title: Chief Financial Officer

 

 

2

 

 

EX-99.1 2 ea156614ex99-1_falcon.htm PRESS RELEASE

Exhibit 99.1

 

 

 

FALCON MINERALS CORPORATION REPORTS FOURTH QUARTER AND
FULL YEAR 2021 FINANCIAL RESULTS

 

HOUSTON, TX – March 9, 2022 Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the fourth quarter and full year ending December 31, 2021.

 

Falcon Highlights

 

Net production of 4,067 barrels of oil equivalent per day (“Boe/d”) for the fourth quarter 2021 and 4,438 Boe/d for the full year 2021
   
48 gross wells (0.30 net) turned in line during the fourth quarter 2021 and 225 gross wells (2.35 net) turned in line for the full year 2021
   
126 gross line-of-sight wells (1.39 net) permitted and in active development as of March 3, 2022 on the Company’s Eagle Ford position
   
Received $0.8 million of lease bonus revenue in the Marcellus Shale during the fourth quarter 2021
   
Fourth quarter 2021 net income of $9.3 million and full year 2021 net income of $27.5 million (1)
   
Adjusted EBITDA of $13.7 million for the fourth quarter 2021, excluding $2.2 million of expenses associated with the announced transaction with Desert Peak Minerals (“Desert Peak”) ($11.6 million inclusive of all transaction expenses) (2)
   
Adjusted EBITDA of $51.7 million for full year 2021(3)
   
Pro-forma Free Cash Flow of $13.0 million in the fourth quarter 2021, excluding $2.2 million of expenses associated with the announced Desert Peak transaction ($10.9 million of Pro-forma Free Cash Flow inclusive of transaction expenses) (2)
   
Fourth quarter 2021 dividend of $0.145 per share declared on February 17, 2022
   
Dividend paid on March 9, 2022 to all shareholders of record as of February 28, 2022
   
Falcon announced on January 12, 2022 that the Company had entered into a definitive agreement to combine in an all-stock transaction with Desert Peak; it is anticipated that the transaction will close in the second quarter 2022

 

(1)Net income shown above includes amounts attributable to non-controlling interests.

 

(2)Please refer to the disclosure on pages 8-9 for a reconciliation of the identified non-GAAP measures to net income, the most comparable financial measure prepared in accordance with GAAP.

 

(3)Excludes expenses associated with the announced Desert Peak transaction and executive leadership transition ($47.9 million of Adjusted EBITDA inclusive of expenses associated with the announced Desert Peak transaction and executive leadership transition).

 

Management Commentary

 

Bryan C. Gunderson, President and Chief Executive Officer of Falcon Minerals commented, “We are pleased with the way Falcon ended 2021, with Pro-forma Free Cash Flow per share above our guidance range. We are also excited about the way we entered 2022 by delivering on our core strategic objective to add scale and diversity without sacrificing asset quality or Free Cash Flow on a per share basis.” Mr. Gunderson continued, “Falcon’s previously announced fourth quarter dividend of $0.145 per share allows Falcon’s shareholders to participate in the strong macro environment for commodities as we work to finalize the transformational combination with Desert Peak. Following the closing of the Desert Peak transaction, we believe that Falcon will be positioned extremely well, as the combined company will benefit from owning best-in-class assets in the most active U.S. basins, a strong balance sheet, and a supportive commodity backdrop.”

 

 

 

 

Matthew B. Ockwood, Falcon’s Chief Financial Officer added, “Falcon’s assets performed well during the fourth quarter. Adjusted Pro-forma Free Cash Flow per share of $0.15 exceeded our guidance range of $0.13 - $0.14 per share, allowing Falcon to declare a quarterly dividend of $0.145 per share, which represents a payout ratio of 97%. Falcon entered 2022 with no oil hedges in place and is currently benefitting from our asset quality and favorable proximity to markets in Texas.” Mr. Ockwood continued, “The Marcellus Shale asset portfolio again contributed meaningfully to quarterly results both in production and in new lease bonus revenue. We expect this trend to continue into early 2022, as activity in the Marcellus continues at a robust pace.”

 

Financial Results

 

Falcon realized prices of $76.51 per barrel (“bbl”) for crude oil, $4.68 per thousand cubic feet (“mcf”) for natural gas and $38.54/bbl for natural gas liquids (“NGL”) during the fourth quarter 2021.

 

Falcon reported net income of $9.3 million, or $0.11 of net income per Class A common share, for the fourth quarter 2021, which includes amounts attributable to non-controlling interests. Falcon generated royalty revenue of $18.6 million (approximately 64% oil) and lease bonus revenue of $0.8 million for the fourth quarter 2021. The Company reported Adjusted EBITDA (a non-GAAP measure defined and reconciled on pages 8-9) of $11.6 million for the fourth quarter 2021, or $13.7 million excluding the transaction expenses associated with the Desert Peak merger incurred during the fourth quarter 2021.

 

Cash operating costs consisting of production and ad valorem taxes and marketing and transportation expenses for the fourth quarter 2021 were $1.4 million, or $3.67/Boe on a combined basis. General and administrative expense for the third quarter 2021, excluding non-cash stock-based compensation of $0.4 million and $2.2 million of expenses associated with the Desert Peak transaction, was approximately $2.5 million.

 

As of December 31, 2021, the Company had $40.0 million of borrowings on its revolving credit facility, and $2.8 million of cash on hand, resulting in net debt of approximately $37.2 million at the end of the quarter. Falcon’s net debt / LTM EBITDA ratio was 0.72x as of December 31, 2021. (4)

 

(4)Calculated by dividing the sum of total debt outstanding less cash on hand as of December 31, 2021 by Adjusted EBITDA for the trailing 12-month period. Please refer to the disclosure on pages 8-9 for the Reconciliation of net income to Non-GAAP Measures.

 

Fourth Quarter 2021 Dividend

 

Falcon’s Board of Directors declared a dividend of $0.145 per Class A share for the fourth quarter 2021 on February 17, 2022. During the fourth quarter 2021, the Company generated Pro-forma Free Cash Flow of $13.0 million, or $0.15 per share excluding expenses associated with the Desert Peak transaction. Inclusive of expenses associated with the Desert Peak transaction, Falcon generated Pro-forma Free Cash Flow of $10.9 million, or $0.13 per share (5) (as described and reconciled on page 8-9). The dividend for the fourth quarter 2021 was paid on March 9, 2022 to all Class A shareholders of record on February 28, 2022.

 

As a result of this dividend, Falcon has declared and paid $0.55 per share in dividends over the trailing 365-day period, resulting in an adjustment to the exercise price of the Falcon warrants downward to $11.29 per warrant.

 

The Company expects that approximately 63% of its 2021 dividends will not constitute taxable dividend income and instead will result in a non-taxable reduction to the tax basis of the shareholders’ common stock. The reduced tax basis will increase a shareholders’ capital gain (or decrease shareholders’ capital loss) when shareholders sell their common stock.

 

(5)The pro-forma adjustments assume that the non-controlling interests are converted to Class A common shares, such that approximately 86.9 million Class A shares would be outstanding. The pro-forma Class A shares reflects dilution from 0.5 million unvested restricted stock awards which receive dividend equivalent rights (“DER”) when dividends are paid to Class A common stockholders.

 

2

 

 

Operational Results

 

Falcon’s production averaged 4,067 Boe/d during the fourth quarter 2021, of which approximately 42% was oil and approximately 75% was from the Eagle Ford. Eagle Ford production was approximately 56% oil during the fourth quarter 2021. During the fourth quarter 2021, Falcon’s gas sales volumes reflected a material increase in Marcellus production, which led to lower than anticipated percentage of oil contribution to the total production mix. Falcon expects that this ratio will normalize to an oil mix of 45%-50%. Falcon had 48 gross wells turned in line (0.30 net wells) with an average net royalty interest (“NRI”) of approximately 0.6% during the fourth quarter 2021. Falcon averaged three rigs running on its Eagle Ford position during the fourth quarter 2021.

 

Falcon currently has 2,328 gross producing Eagle Ford wells, and the Company’s average NRI for all producing wells is approximately 1.25%. As of March 3, 2022 the Company had 126 line-of-sight wells (1.39 net wells) with an average NRI of 1.11% in various stages of development on Falcon’s Eagle Ford minerals position. These wells are comprised of the following:

 

Line-of-Sight Wells (As of March 3, 2022)

 

Stage of Activity  Gross Wells   Net Wells   NRI % 
Permitted   75    0.95    1.27%
Waiting on completion   44    0.29    0.67%
Waiting on connection   7    0.15    2.13%
Total line-of-sight   126    1.39    1.11%

 

Reserve Summary for the Year Ended December 31, 2021

 

As of December 31, 2021, net proved oil and gas reserves were approximately 17.2 million barrels of oil equivalent (MMboe), based on the Securities and Exchange Commission (“SEC”) average net realized price assumptions of $66.56/bbl for oil, $25.96/bbl for NGL, and $3.60/mcf for natural gas. Falcon’s year end 2021 proved reserves were valued at a PV-10 amount of approximately $372 million, and approximately 58% of the Company’s proved reserves were oil and NGLs.

 

3

 

 

Summary of proved reserves as of December 31, 2021:

 

   Oil (Mbbl)   Gas (MMcf)   NGLs (Mbbl)   Total
MBoe
 
Proved developed reserves   2,738    19,098    1,183    7,104 
Proved undeveloped reserves   5,025    24,339    1,059    10,141 
Total proved reserves at December 31, 2021   7,763    43,437    2,242    17,245 

 

Reconciliation of proved reserves for full year 2021:

 

   Oil (Mbbl)   Gas (MMcf)   NGLs (Mbbl)   Total
MBoe
 
Proved reserves at 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 
Reivisions of previous estimates   (1,571)   (3,109)   159    (1,930)
Production   (756)   (3,801)   (230)   (1,620)
Proved reserves at December 31, 2021   7,763    43,437    2,242    17,245 
                     
Changes in reserves net of production   (1,223)   (1,298)   286    (1,153)

 

About Falcon Minerals

 

Falcon Minerals Corporation (NASDAQ: FLMN, FLMNW) is a C-Corporation formed to own and acquire high growth oil-weighted mineral rights. Falcon Minerals owns mineral, royalty, and over-riding royalty interests covering approximately 256,000 gross unit acres in the Eagle Ford Shale and Austin Chalk in Karnes, DeWitt, and Gonzales Counties in Texas. The Company also owns approximately 95,000 gross unit acres in the Marcellus Shale across Pennsylvania, Ohio, and West Virginia. For more information, visit our website at www.falconminerals.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Falcon cautions readers not to place any undue reliance on these forward-looking statements as forward-looking information is not a guarantee of future performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, future dividends paid, the tax treatment of dividends paid, Falcon’s plans, initiatives, objectives, expectations and intentions, the anticipated impact and timing of the proposed Desert Peak transaction, including the combined company’s expected performance, and other statements that are not historical facts. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in Falcon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended on Form 10-K/A, and in Falcon’s Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”), for a discussion of risk factors that affect our business. Any forward-looking statement made in this news release speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Neither Desert Peak nor Falcon undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

 

4

 

 

Additional Information and Where to Find It

 

In connection with the proposed Desert Peak transaction, the Company has filed with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”) and will file other documents with the SEC regarding the proposed transaction. The Proxy Statement will be sent or given to the Company’s stockholders and will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the Proxy Statement and other relevant documents filed by Falcon with the SEC at the SEC’s website at www.sec.gov. You may also obtain the Company’s documents on its website at www.falconminerals.com. The references to the SEC’s website and our website are for the convenience of investors and shall not be deemed to be incorporated into any of the Company’s filings. All website addresses in this prospectus are intended to be inactive textual references only.

 

Participants in the Solicitation

 

The Company, Desert Peak and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction and may have direct or indirect interests in the proposed transaction. Information about the Company’s directors and executive officers is set forth in the Company’s Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed with the SEC on April 23, 2021, its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 12, 2020, as amended on Form 10-K/A, filed with the SEC on May 5, 2021, and its other documents which are filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement. Other relevant materials will be filed with the SEC regarding the proposed transaction when they become available. Investors should read the Proxy Statement carefully before making any voting or investment decisions. Investors may obtain free copies of these documents using the sources indicated above.

 

5

 

 

FALCON MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

   Three Months Ended   Year Ended 
   December 31,   December 31, 
   2021   2020   2021   2020 
Revenues:                
Oil and gas sales  $18,642   $10,234   $70,868   $40,081 
Lease bonus and other revenue   807    -    1,970    - 
Gain (loss) on hedging activities   680    (737)   (4,830)   (1,200)
Total revenue   20,129    9,497    68,008    38,881 
Expenses:                    
Production and ad valorem taxes   950    602    3,935    2,807 
Marketing and transportation   423    426    1,752    1,993 
Amortization of royalty interests in oil & gas properties   4,151    3,619    15,233    14,103 
General, administrative and other   5,066    3,379    14,130    11,997 
Total expenses   10,590    8,026    35,050    30,900 
Operating income   9,539    1,471    32,958    7,981 
                     
Other income (expense):                    
Change in fair value of warrant liability   1,207    (1,728)   467    5,128 
Other income   13    31    50    125 
Interest expense   (473)   (491)   (1,924)   (2,197)
Total other income (expense)   747    (2,188)   (1,407)   3,056 
Income (loss) before income taxes   10,286    (717)   31,551    11,037 
Provision for income taxes   1,035    189    4,059    589 
Net income (loss)   9,251    (906)   27,492    10,448 
Net income attributable to non-controlling interests   (4,139)   (470)   (14,336)   (2,748)
Net income (loss) attributable to shareholders  $5,112   $(1,376)  $13,156   $7,700 
                     
Class A common shares - basic  $0.11   $(0.03)  $0.28   $0.17 
Class A common shares - diluted  $0.10   $(0.03)  $0.28   $0.11 

 

6

 

 

FALCON MINERALS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

   December 31,   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 & gas properties, net of accumulated amortization   193,544    207,505 
Property and equipment, net of accumulated depreciation   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 non-current liabilities   576    828 
Total liabilities   47,585    47,228 
           
Shareholders’ equity:          
Class A common stock   5    5 
Class C common stock   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 and shareholders’ equity  $261,841   $275,629 

 

7

 

 

Non-GAAP Financial Measures

 

Adjusted EBITDA and Pro-forma Free Cash Flow are supplemental non-GAAP financial measures used by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We believe Adjusted EBITDA and Pro-forma Free Cash Flow are useful because they allow 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 and Pro-forma Free Cash Flow to evaluate cash flow available to pay dividends to our common shareholders.

 

We define Adjusted EBITDA as net income before interest expense, net, depletion and depreciation expense, provision for income taxes, change in fair value of warrant liability, unrealized gains and losses on commodity derivative instruments and non-cash equity-based compensation. We define Pro-forma Free Cash Flow as net income before depletion and depreciation expense, provision for income taxes, change in fair value of warrant liability, unrealized gains and losses on commodity derivative instruments and non-cash equity-based compensation less interest expense and cash income taxes. Adjusted EBITDA and Pro-forma Free Cash Flow are not measures of net income as determined by GAAP. We exclude the items listed above from net income in calculating Adjusted EBITDA and Pro-forma Free Cash Flow 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 and Pro-forma Free Cash Flow 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 and Pro-forma Free Cash Flow.

 

Adjusted EBITDA and Pro-forma Free Cash Flow 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 and Pro-forma Free Cash Flow may not be comparable to other similarly titled measures of other companies.

 

8

 

 

Reconciliation of Net Income to Adjusted EBITDA and Pro-forma Free Cash Flow

(in thousands, except per share amounts):

 

       Fully
Converted
 
   Three Months   Per Share
Basis
Three Months
 
   Ended   Ended 
   December 31,
2021
   December 31,
2021 (1)
 
Net income  $9,251   $0.11 
Interest expense (2)   473    0.01 
Depletion and depreciation   4,177    0.05 
Share-based compensation   417    - 
Unrealized gain on commodity derivatives   (2,577)   (0.03)
Change in fair value of warrant liability   (1,207)   (0.01)
Income tax expense   1,035    0.01 
Adjusted EBITDA  $11,569   $0.14 
Interest expense (2)   (473)   (0.01)
Pro-forma cash income taxes (3)   (210)   - 
Pro-forma Free Cash Flow  $10,886   $0.13 

 

(1)Per share information is presented on a fully converted basis of 86.9 million common shares which is inclusive of 47.0 million Class A common shares, 39.4 million Class C common shares and 0.5 million unvested restricted stock awards that are outstanding as of December 31, 2021. As such, net income per fully converted share in this schedule is not comparable to net income per share of $0.11 for the period ended December 31, 2021 as shown on the Condensed Consolidated Statements of Operations.

 

(2)Interest expense includes amortization of deferred financing costs.

 

(3)Pro-forma cash income taxes are estimated on a pro-rata basis and therefore based upon net income before non-controlling interest considerations.

 

Calculation of cash available for dividends for the fourth quarter 2021 (in thousands):

 

   Three Months
Ended
 
   December 31, 
   2021 
Adjusted EBITDA  $11,569 
Interest expense (2)   (473)
Pro-forma cash taxes (3)   (210)
Net cash available for distribution  $10,886 
      
Cash to be distributed to non-controlling interests  $5,806 
Cash to be distributed to Falcon Minerals Corp. (4)  $6,931 
      
Dividends to be paid to Class A shareholders  $6,817 

 

(2)Interest expense includes amortization of deferred financing costs.

 

(3)Pro-forma cash income taxes are estimated on a pro-rata basis and therefore based upon net income before non-controlling interest considerations.

 

(4)Includes approximately $113k of cash for current income taxes at Falcon Minerals Corporation.

 

9

 

 

FALCON MINERALS CORPORATION

SELECTED OPERATING DATA

(Unaudited)

 

   Three Months Ended   Year Ended 
   December 31,   December 31, 
   2021   2020   2021   2020 
Production Data:                
Oil (bbls)   155,352    179,219    756,236    835,545 
Natural gas (Mcf)   959,920    885,186    3,801,087    3,528,150 
Natural gas liquids (bbls)   58,801    59,239    230,093    247,536 
Combined volumes (boe)   374,140    385,989    1,619,844    1,671,106 
Average daily combined volume (boe/d)   4,067    4,196    4,438    4,566 
                     
Average sales prices:                    
Oil (bbls)  $76.51   $40.21   $66.39   $35.84 
Natural gas (mcf)  $4.68   $2.42   $3.59   $2.01 
Natural gas liquids (bbls)  $38.54   $14.99   $30.52   $12.28 
Combined per boe  $49.83   $26.52   $43.75   $23.98 
                     
Average costs ($/boe):                    
Production and ad valorem taxes  $2.54   $1.56   $2.43   $1.68 
Marketing and transportation expense  $1.13   $1.10   $1.08   $1.19 
Cash general and administrative expense  $12.36   $6.37   $8.51   $5.03 
Interest expense, net  $1.26   $1.27   $1.19   $1.31 
Depletion  $11.09   $9.37   $9.40   $8.44 

 

Falcon Minerals Contact:

 

Matthew B. Ockwood

Chief Financial Officer

mockwood@falconminerals.com

 

 

10

 
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