Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Document Information [Line Items] | ||
Entity Registrant Name | Falcon Minerals Corp | |
Entity Central Index Key | 0001703785 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38158 | |
Entity Tax Identification Number | 82-0820780 | |
Entity Address, Address Line One | 510 Madison Avenue | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 506-5925 | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A common stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | FLMN | |
Security Exchange Name | NASDAQ | |
Entity Common Stock Shares Outstanding | 46,094,183 | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each to purchase one share of Class A Common Stock | |
Trading Symbol | FLMNW | |
Security Exchange Name | NASDAQ | |
Class C common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 40,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,501 | $ 2,543 |
Account receivable | 4,676 | 7,889 |
Prepaid expenses | 1,035 | 1,182 |
Total current assets | 8,212 | 11,614 |
Royalty interests in oil and natural gas properties, net of accumulated amortization of $140,827 and $130,342 respectively | 210,808 | 219,192 |
Property and equipment, net | 453 | 517 |
Deferred tax asset, net | 55,962 | 56,352 |
Other assets | 3,357 | 2,530 |
Total assets | 278,792 | 290,205 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,162 | 2,206 |
Other current liabilities | 829 | |
Total current liabilities | 2,991 | 2,206 |
Credit facility | 39,000 | 42,500 |
Other non-current liabilities | 984 | 473 |
Total liabilities | 42,975 | 45,179 |
Commitments and contingencies (See Note 13) | ||
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid in capital | 125,239 | 129,127 |
Non-controlling interests | 110,569 | 115,890 |
Total shareholders' equity | 235,817 | 245,026 |
Total liabilities and shareholders' equity | 278,792 | 290,205 |
Class A common stock [Member] | ||
Shareholders' equity: | ||
Common stock, value | 5 | 5 |
Total shareholders' equity | 5 | 5 |
Class C common stock [Member] | ||
Shareholders' equity: | ||
Common stock, value | 4 | 4 |
Total shareholders' equity | $ 4 | $ 4 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated amortization | $ 140,827 | $ 130,342 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 46,094,183 | 45,963,716 |
Common stock, shares outstanding | 46,094,183 | 45,963,716 |
Class C common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 40,000,000 | 40,000,000 |
Common stock, shares outstanding | 40,000,000 | 40,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Oil and gas sales | $ 9,942 | $ 15,908 | $ 29,848 | $ 55,411 |
Gain (loss) on commodity derivative instruments | (273) | (463) | ||
Total revenue | 9,669 | 15,908 | 29,385 | 55,411 |
Operating expenses: | ||||
Production and ad valorem taxes | 745 | 891 | 2,205 | 2,940 |
Marketing and transportation | 562 | 584 | 1,567 | 1,933 |
Amortization of royalty interests in oil and natural gas properties | 3,542 | 3,184 | 10,485 | 9,624 |
General, administrative, and other | 2,806 | 3,168 | 8,618 | 8,728 |
Total operating expenses | 7,655 | 7,827 | 22,875 | 23,225 |
Operating income | 2,014 | 8,081 | 6,510 | 32,186 |
Other income (expense): | ||||
Other income | 31 | 58 | 94 | 134 |
Interest expense | (490) | (650) | (1,706) | (1,838) |
Total other income (expense) | (459) | (592) | (1,612) | (1,704) |
Income before income taxes | 1,555 | 7,489 | 4,898 | 30,482 |
Provision for income taxes | 243 | 1,132 | 400 | 3,920 |
Net income | 1,312 | 6,357 | 4,498 | 26,562 |
Net income attributable to non-controlling interests | (723) | (3,473) | (2,278) | (14,540) |
Net income attributable to common shareholders | $ 589 | $ 2,884 | $ 2,220 | $ 12,022 |
Earnings per common share: | ||||
Common shares (basic and diluted) | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.26 |
Weighted average number of shares outstanding: | ||||
Common shares (basic and diluted) | 46,055 | 45,899 | 46,008 | 45,871 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities: | ||
Net income | $ 4,498 | $ 26,562 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of royalty interests in oil and natural gas properties | 10,485 | 9,624 |
Depreciation of property and equipment | 78 | 46 |
Amortization of debt issuance costs | 491 | 482 |
Amortization of right-of-use assets | 365 | |
Unrealized (gain) loss on commodity derivative instruments | 224 | |
Stock-based compensation | 2,586 | 1,830 |
Deferred income taxes | 390 | 2,302 |
Changes in operating assets and liabilities | ||
Accounts receivable | 3,213 | 3,242 |
Prepaid expenses | 147 | 232 |
Other assets | (51) | 10 |
Accounts payable and accrued expenses | 69 | 1,454 |
Other liabilities | (430) | 476 |
Net cash provided by operating activities | 22,065 | 46,260 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (14) | (542) |
Acquisition of oil and natural gas properties | (2,101) | (20,903) |
Net cash used in investing activities | (2,115) | (21,445) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 10,000 | 30,000 |
Repayments of long-term debt | (13,500) | (13,000) |
Dividends paid | (8,738) | (24,089) |
Distributions to non-controlling interests | (7,600) | (22,302) |
Deferred financing fees | (85) | |
Distribution equivalent rights paid | (69) | (114) |
Net cash used in financing activities | (19,992) | (29,505) |
Net increase (decrease) in cash and cash equivalents | (42) | (4,690) |
Cash and cash equivalents, beginning of period | 2,543 | 7,317 |
Cash and cash equivalents, end of period | 2,501 | 2,627 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,216 | 1,356 |
Cash paid for income taxes | $ 1,260 | |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating leases | 1,547 | |
Accrued bonus paid in stock | $ 113 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholder's Equity - USD ($) $ in Thousands | Total | Class A common stock [Member] | Class C common stock [Member] | Additional Paid In Capital | Non-controlling interests | Retained Earnings (Accumulated Deficit) |
Balance at Dec. 31, 2018 | $ 269,714 | $ 5 | $ 4 | $ 137,866 | $ 127,029 | $ 4,810 |
Balance, shares at Dec. 31, 2018 | 45,855,000 | 40,000,000 | ||||
Vested restricted stock grants, shares | 4,000 | |||||
Stock-based compensation | 99 | 99 | ||||
Distribution equivalent rights paid | (15) | (15) | ||||
Distributions to non-controlling interests | (8,559) | (8,559) | ||||
Dividends to shareholders | (9,171) | (9,171) | ||||
Net income (loss) | 11,303 | 5,921 | 5,382 | |||
Balance at Mar. 31, 2019 | 263,371 | $ 5 | $ 4 | 137,950 | 124,391 | 1,021 |
Balance, shares at Mar. 31, 2019 | 45,859,000 | 40,000,000 | ||||
Balance at Dec. 31, 2018 | 269,714 | $ 5 | $ 4 | 137,866 | 127,029 | 4,810 |
Balance, shares at Dec. 31, 2018 | 45,855,000 | 40,000,000 | ||||
Distributions to non-controlling interests | (22,300) | |||||
Net income (loss) | 26,562 | |||||
Balance at Sep. 30, 2019 | 251,601 | $ 5 | $ 4 | 132,325 | 119,267 | |
Balance, shares at Sep. 30, 2019 | 45,951,000 | 40,000,000 | ||||
Balance at Mar. 31, 2019 | 263,371 | $ 5 | $ 4 | 137,950 | 124,391 | 1,021 |
Balance, shares at Mar. 31, 2019 | 45,859,000 | 40,000,000 | ||||
Vested restricted stock grants, shares | 3,000 | |||||
Stock-based compensation | 761 | 761 | ||||
Distribution equivalent rights paid | (56) | (56) | ||||
Distributions to non-controlling interests | (7,397) | (7,397) | ||||
Dividends to shareholders | (8,025) | (3,248) | (4,777) | |||
Net income (loss) | 8,902 | 5,146 | 3,756 | |||
Balance at Jun. 30, 2019 | 257,556 | $ 5 | $ 4 | 135,407 | 122,140 | |
Balance, shares at Jun. 30, 2019 | 45,862,000 | 40,000,000 | ||||
Vested restricted stock grants, shares | 89,000 | |||||
Stock-based compensation | 970 | 970 | ||||
Distribution equivalent rights paid | (43) | (43) | ||||
Distributions to non-controlling interests | (6,346) | (6,346) | ||||
Dividends to shareholders | (6,893) | (4,009) | (2,884) | |||
Net income (loss) | 6,357 | 3,473 | 2,884 | |||
Balance at Sep. 30, 2019 | 251,601 | $ 5 | $ 4 | 132,325 | 119,267 | |
Balance, shares at Sep. 30, 2019 | 45,951,000 | 40,000,000 | ||||
Balance at Dec. 31, 2019 | 245,026 | $ 5 | $ 4 | 129,127 | 115,890 | |
Balance, shares at Dec. 31, 2019 | 45,963,716 | 40,000,000 | ||||
Vested restricted stock grants, shares | 24,000 | |||||
Stock-based compensation | 836 | 836 | ||||
Distribution equivalent rights paid | (42) | (42) | ||||
Distributions to non-controlling interests | (5,400) | (5,400) | ||||
Dividends to shareholders | (6,205) | (4,000) | (2,205) | |||
Net income (loss) | 4,509 | 2,304 | 2,205 | |||
Balance at Mar. 31, 2020 | 238,724 | $ 5 | $ 4 | 125,921 | 112,794 | |
Balance, shares at Mar. 31, 2020 | 45,988,000 | 40,000,000 | ||||
Balance at Dec. 31, 2019 | 245,026 | $ 5 | $ 4 | 129,127 | 115,890 | |
Balance, shares at Dec. 31, 2019 | 45,963,716 | 40,000,000 | ||||
Vested restricted stock grants, shares | 130,466 | |||||
Distributions to non-controlling interests | (7,600) | |||||
Net income (loss) | 4,498 | |||||
Balance at Sep. 30, 2020 | 235,817 | $ 5 | $ 4 | 125,239 | 110,569 | |
Balance, shares at Sep. 30, 2020 | 46,094,183 | 40,000,000 | ||||
Balance at Mar. 31, 2020 | 238,724 | $ 5 | $ 4 | 125,921 | 112,794 | |
Balance, shares at Mar. 31, 2020 | 45,988,000 | 40,000,000 | ||||
Vested restricted stock grants, shares | 35,000 | |||||
Stock-based compensation | 969 | 969 | ||||
Distribution equivalent rights paid | (12) | (12) | ||||
Distributions to non-controlling interests | (1,000) | (1,000) | ||||
Dividends to shareholders | (1,150) | (1,150) | ||||
Net income (loss) | (1,323) | (748) | (575) | |||
Balance at Jun. 30, 2020 | 236,208 | $ 5 | $ 4 | 125,728 | 111,046 | (575) |
Balance, shares at Jun. 30, 2020 | 46,023,000 | 40,000,000 | ||||
Vested restricted stock grants, shares | 71,000 | |||||
Stock-based compensation | 893 | 893 | ||||
Distribution equivalent rights paid | (15) | (15) | ||||
Distributions to non-controlling interests | (1,200) | (1,200) | ||||
Dividends to shareholders | (1,381) | (1,367) | (14) | |||
Net income (loss) | 1,312 | 723 | $ 589 | |||
Balance at Sep. 30, 2020 | $ 235,817 | $ 5 | $ 4 | $ 125,239 | $ 110,569 | |
Balance, shares at Sep. 30, 2020 | 46,094,183 | 40,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholder's Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Dividends declared per share | $ 0.03 | $ 0.025 | $ 0.135 | $ 0.15 | $ 0.175 | $ 0.20 |
Dividends paid per share | $ 0.03 | $ 0.025 | $ 0.135 | $ 0.15 | $ 0.175 | $ 0.20 |
Organization and Presentation
Organization and Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Presentation | 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 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 “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 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 80,000 gross unit acres in Pennsylvania, Ohio and West Virginia that includes 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 pay for capital expenditures such as plugging and abandonment costs at the beginning and end of a well’s productive life. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements have been included. All intercompany balances and transactions are eliminated in consolidation. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other period. These interim statements should be read in conjunction with the audited financial statements for the year ended December 31, 201 9 included in our Annual Report on Form 10-K that the Company filed with the SEC on March 1 3 , 20 20 . 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 September 30, 2020, and December 31, 2019, 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 given 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 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 nine months ended September 30, 2020 or 2019. 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 nine months ended September 30, 2020 and 2019. 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 $2.0 million and $2.4 million as of September 30, 2020 and December 31, 2019, 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 (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, volatility factors and discount rates, or can be corroborated from active markets. 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 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 nine months ended September 30, 2020 and 2019, 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 September 30, 2020. 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 has been 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 8 — 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 February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which amends various aspects of existing guidance for leases. The new guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between previous GAAP and the new standard is the recognition of lease assets and lease liabilities by lessees on the balance sheet for those leases classified as operating leases under previous GAAP. As a result, the Company will have to recognize a liability representing its lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted the modified retrospective approach upon adoption of the new guidance on the effective date of January 1, 2020. Please see “Note 3 In June 2016, the FASB issued new guidance related to Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses” (“ASU 2016-13”) . This update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2018, the FASB issued a further update to ASU 2016-13 . This update clarifies that receivables arising from operating leases are not in scope of this topic, but rather the leasing standard . This update is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statement s . In December 2019, the FASB issued new guidance which amends certain aspects of accounting for income taxes. This amendment removes specific exceptions within existing GAAP related to the incremental approach for intraperiod tax allocation and to the general methodology for calculating income taxes in interim periods, among other changes. It also requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, among other requirements. This amendment is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. The Company is continuing to evaluate the provisions of the amendment and has not determined the full impact on the Company’s financial statements In March 2020, the FASB issued new guidance 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. The Company is currently evaluating the impact this new guidance will have on the Company’s financial statements |
Impact of ASC 842 Adoption
Impact of ASC 842 Adoption | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Impact of ASC 842 Adoption | Note 3—Impact of ASC 842 Adoption 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 September 30, 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. This ASU 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 unaudited consolidated balance sheet as of September 30, 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. 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 expense for lease payments 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 September 30, 2020, the weighted average remaining lease term is 3.6 years and the weighted average discount rate is 4.20%. As of September 30, 2020, the Company has ROU assets of $1.2 million recorded as Other Assets, $0.6 million of corresponding obligations recorded as Other Current Liabilities and $1.0 million of corresponding obligations recorded as Other Liabilities on the Company’s Condensed Consolidated Balance Sheet. Total operating lease costs were $0.1 million and $0.4 million, respectively, in the Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2020. As of September 30, 2020, the undiscounted cash flows for operating lease liabilities are as follows (in thousands): Payments Due by Period Total Remainder of 2020 2021 2022 2023 2024 Thereafter Lease obligations $ 1,481 $ 152 $ 609 $ 228 $ 196 $ 200 $ 96 Total $ 1,481 $ 152 $ 609 $ 228 $ 196 $ 200 $ 96 |
Commodity Derivative Financial
Commodity Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instrument Detail [Abstract] | |
Commodity Derivative Financial Instruments | 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 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 September 30, 2020, 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 statement 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 statement 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 September 30, 2020 and December 31, 2019. 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 of the first nearby month futures contract of the contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled 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 September 30, 2020, the Company had one counterparty, which is rated Aa3 or better by Moody’s and is a lender under the Credit Facility. The table below summarizes the fair values and classifications of the Company’s derivative instruments as of September 30, 2020 and December 31, 2019 (in thousands): Balance at Classification Balance Sheet Location September 30, 2020 December 31, 2019 Assets: Current asset Other current assets $ - $ - Long-term asset Other assets - - Total assets $ - $ - Liabilities: Current liability Other current liabilities $ 224 $ - Long-term liability Other non-current liabilities - - Total liabilities $ 224 $ - 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): Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Unrealized gain (loss) of open non-hedge derivative instruments $ (34 ) $ - $ (224 ) $ - Realized gain (loss) on settlement of non-hedge derivative instruments (239 ) - (239 ) - Gain (loss) on commodity derivative instruments $ (273 ) $ - $ (463 ) $ - The Company had the following open derivative contracts for oil as of September 30, 2020: Range (Per Bbl) Weighted Average Period and Type of Contract Volume (Bbl) Price (Per Bbl) Low High Oil Swap Contracts: 2020 Fourth Quarter 117,000 $ 40.11 $ 40.10 $ 40.12 2021 First Quarter 98,000 $ 40.40 $ 40.39 $ 40.40 The Company had the following open derivative contracts for natural gas as of September 30, 2020: Weighted Average Weighted Average Period and Type of Contract Volume (MMBtu) Floor Price (Per MMBtu) Ceiling Price (Per MMBtu) Natural Gas Collar Contracts: 2020 Fourth Quarter 585,000 $ 2.60 $ 2.92 2021 First Quarter 481,000 $ 3.15 $ 3.55 |
Oil and Natural Gas Interests
Oil and Natural Gas Interests | 9 Months Ended |
Sep. 30, 2020 | |
Oil And Gas Exploration And Production Industries Disclosures [Abstract] | |
Oil and Natural Gas Interests | Note 5—Oil and Natural Gas Interests Oil and natural gas interest include the following (in thousands): As of September 30, December 31, 2020 2019 Oil and natural gas interests: Subjection to depletion $ 319,186 $ 311,954 Not subjection to depletion 32,449 37,580 Gross oil and natural gas interests 351,635 349,534 Accumulated depletion and impairment (140,827 ) (130,342 ) Oil and natural gas interests, net $ 210,808 $ 219,192 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 6—Debt Falcon Credit Facility On the Closing Date, the Company 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 is currently $70.0 million, subject to scheduled semi-annual and other borrowing base redeterminations and expires on the fifth anniversary of the Closing Date. On the Closing Date, $38.0 million was drawn under the Credit Facility to fund a portion of the purchase price of the Transactions, to pay transaction expenses, to fund any original issue discount or upfront fees in connection with the “market flex” provisions previously agreed upon and to finance working capital needs and other general corporate purposes. A s of September 30, 2020 , the Company had borrowings of $ 39.0 million under the Credit Facility at an interest rate of % and $ 31.0 million available for future borrowings under the Credit Facility . The Company incurred $ 3.2 million of expenses in connection with the closing of the Credit Facility. These amounts are being amortized over the term of the Credit Facility. Unamortized deferred issuance costs were $ million as of September 30, 2020 . 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 our borrowing base take place on April 1 st st Obligations under the Credit Facility are guaranteed by the Company 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 September 30, 2020, the Company was in compliance with such covenants. |
Shareholders' Equity and Divide
Shareholders' Equity and Dividends | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity and Dividends | Note 7—Shareholders’ Equity and Dividends Shares Outstanding The Company is a holding company whose sole material operating asset consists of its interest in OpCo. The following table summarizes the changes in the outstanding stock and warrants through September 30, 2020. Class A Common Stock Class C Common Stock Warrants Beginning Balance at December 31, 2019 45,963,716 40,000,000 21,249,999 Restricted stock grant vesting 130,466 - - Warrants exercised 1 - (1 ) Shares outstanding at September 30, 2020 46,094,183 40,000,000 21,249,998 Preferred Stock – At September 30, 2020, there were no shares of preferred stock issued or outstanding. The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Class A Common Stock – At September 30, 2020, there were 46,094,183 shares of Class A Common Stock issued and outstanding. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. The Company is authorized to issue 240,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Class C Common Stock – At September 30, 2020, there were 40,000,000 shares of Class C Common Stock issued and outstanding. Class C Common Stock was issued to the Contributors in connection with the Transactions and are non-economic but entitle 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. Public 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”). At September 30, 2020, there were 13,749,998 Public Warrants outstanding. Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a 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 , it is categorized as an Extraordinary Dividend. Extraordinary Dividends reduce, penny for penny, the exercise price of the Company’s warrants. For the quarters end ed 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. There were no additional changes to the exercise price during the nine months ended September 30 , 2020. The Public Warrants will expire five years after the closing of the 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 . Private Placement Warrants – Upon closing of the Company’s 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. At September 30, 2020, there were 7,500,000 Private Placement Warrants outstanding. In connection with the Transactions, the Company issued 40,000,000 OpCo Common Units to the Contributors. The OpCo Common Units are redeemable on a one-for-one basis for shares of Class A Common Stock at the option of the holder. Upon the redemption by any holder of OpCo Common Units for shares of Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such holder will be cancelled. Earn-Out In addition to the above, the Contributors will be entitled to receive earn-out consideration to be paid in the form of OpCo Common Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the Class A Common Stock is $12.50 or more per share at any time within the seven years following the closing, Royal LP will receive (i) an additional 10 million OpCo Common Units (and an equivalent number of shares of Class C Common Stock), plus (ii) an amount of OpCo Common Units (and an equivalent number of shares of Class C Common Stock) equal to (x) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $0.50 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $0.50), multiplied by 10 million, (y) divided by $12.50. If the 30-Day VWAP of the Class A Common Stock is $15.00 or more per share at any time within the seven years following the closing (which $15.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $0.50 in each year between the closing and the date the earn-out is achieved, but not below $12.50), the Contributors will receive an additional 10 million OpCo Common Units (and an equivalent number of Class C Common Stock). Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (non-controlling interest and additional-paid-in-capital). 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 nine months ended September 30, 2020 and 2019, $7.6 million and $22.3 million, respectively, of distributions 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: Quarter Ended Total Quarterly Dividend Per Class A Common Share Total Cash Dividend Payment Date Stockholders Record Date September 30, 2020 $ 0.0650 $ 2,996,122 December 8, 2020 November 24, 2020 June 30, 2020 $ 0.0300 $ 1,382,825 September 8, 2020 August 25, 2020 March 31, 2020 $ 0.0250 $ 1,149,695 June 8, 2020 May 25, 2020 December 31, 2019 $ 0.1350 $ 6,205,102 March 9, 2020 February 25, 2020 September 30, 2019 $ 0.1350 $ 6,203,347 December 3, 2019 November 20, 2019 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Share-Based Compensation | Note 8—Share-Based Compensation The Falcon Board of Directors has 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 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 one of the vesting requirements is 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. The following table summarizes the activity in our unvested RSAs and PSUs for the nine months ended September 30, 2020: Weighted Av er Weighted Av er 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 (130,466 ) $ 7.24 - $ - Forfeited (1,958 ) $ 6.00 - $ - Unvested at September 30, 2020 489,237 $ 4.46 2,164,620 $ 2.48 For the three and nine months ended September 30, 2020, the Company incurred $0.9 million and $2.6 million, respectively, of share-based compensation which is included in general, administrative, and other expenses in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2019, the Company incurred $1.0 million and $1.8 million, respectively, of share-based compensation. The unamortized estimated fair value of unvested RSAs and PSUs was $4.1 million at September 30, 2020. These costs are expected to be recognized as expense over a weighted average period of 1.4 years. For the three and nine months ended September 30, 2020, the Company paid less than $0.1 million and $0.1 million, respectively, related to DERs of RSA holders. For the three and nine months ended September 30, 2019, the Company paid less than $0.1 million and $0.1 million, respectively, related to DERs of RSA holders. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9—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. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income attributable to common stockholders - basic and diluted $ 589 $ 2,884 $ 2,220 $ 12,022 Less: Earnings allocated to participating securities (20 ) (26 ) (38 ) (125 ) $ 569 $ 2,858 $ 2,182 $ 11,897 Denominator: Weighted average shares outstanding - basic and diluted 46,055 45,899 46,008 45,871 Net income per common share, basic and diluted $ 0.01 $ 0.06 $ 0.05 $ 0.26 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): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Warrants 21,250 21,250 21,250 21,250 Class C common shares 40,000 40,000 40,000 40,000 Total 61,250 61,250 61,250 61,250 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 September 30, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10—Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. For the three and nine months ended September 30, 2020, the Company recorded an income tax expense of $0.2 million and $0.4 million, respectively. For the three and nine months ended September 30, 2019, the Company recorded an income tax expense of $1.1 million and $3.9 million, respectively. As of September 30, 2020, the Company had $56.0 million of net deferred tax assets net of valuation allowances. 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. At September 30, 2020 and December 31, 2019, the Company had recorded a prepayment of income taxes of $0 million and $0.4 million, respectively. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11—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 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 Company’s 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 Transactions. Hepco Capital Management, LLC Hepco Capital Management, LLC (“Hepco Capital”), which Company officer Jeffrey Brotman is also a director and officers 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 three and nine months ended September 30, 2020, the Company was reimbursed $0.1 million and $0.3 million, respectively, under this agreement. For the three and nine months ended September 30, 2019, the Company was reimbursed $0.1 million and $0.2 million, respectively, under this agreement. 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 three and nine months ended September 30, 2020, the Company received less than $0.1 million and $0.8 million, respectively, under this agreement. For the three and nine months ended September 30, 2019, the Company received less than $0.1 million and $0.5 million, respectively, under this agreement. |
Major Operators
Major Operators | 9 Months Ended |
Sep. 30, 2020 | |
Risks And Uncertainties [Abstract] | |
Major Operators | Note 12—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: % of Revenues % of Revenues Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 ConocoPhillips 52 % 40 % 41 % 35 % EOG Resources 17 % 28 % 20 % 29 % Devon 16 % 18 % 16 % 17 % Total 85 % 86 % 77 % 81 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13—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 laws and regulations, administrative rulings, and interpretations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14—Subsequent Events Cash Dividends In November 2020, the Company declared a quarterly cash dividend of $0.065 per share of Class A Common Stock totaling approximately $3.0 million for all shares of Class A Common Stock outstanding. The dividend is for the period from July 1, 2020 through September 30, 2020. The dividend is payable on December 8, 2020 to all Class A shareholders of record on November 24, 2020. OpCo Distribution In November 2020, OpCo declared distributions totaling $5.6 million to its unitholders, of which $3.0 million will be distributed to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements have been included. All intercompany balances and transactions are eliminated in consolidation. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other period. These interim statements should be read in conjunction with the audited financial statements for the year ended December 31, 201 9 included in our Annual Report on Form 10-K that the Company filed with the SEC on March 1 3 , 20 20 . |
Cash and Cash Equivalents | 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 | 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 | 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 September 30, 2020, and December 31, 2019, the Company had not recorded any reserves for uncollectible amounts or deemed any amounts to be uncollectible. |
Commodity Derivative Financial Instruments | 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 given 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 | 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 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 nine months ended September 30, 2020 or 2019. 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 nine months ended September 30, 2020 and 2019. 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 | Debt Issuance Costs Other assets include capitalized financing costs of $2.0 million and $2.4 million as of September 30, 2020 and December 31, 2019, 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 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 (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, volatility factors and discount rates, or can be corroborated from active markets. |
Revenue from Contract with Customer | 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 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 nine months ended September 30, 2020 and 2019, 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 | 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 September 30, 2020. 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 has been subject to income tax examinations by major taxing authorities since inception. |
Share-Based Compensation | 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 8 — |
Segment Reporting | 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 | 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 February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which amends various aspects of existing guidance for leases. The new guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between previous GAAP and the new standard is the recognition of lease assets and lease liabilities by lessees on the balance sheet for those leases classified as operating leases under previous GAAP. As a result, the Company will have to recognize a liability representing its lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted the modified retrospective approach upon adoption of the new guidance on the effective date of January 1, 2020. Please see “Note 3 In June 2016, the FASB issued new guidance related to Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses” (“ASU 2016-13”) . This update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2018, the FASB issued a further update to ASU 2016-13 . This update clarifies that receivables arising from operating leases are not in scope of this topic, but rather the leasing standard . This update is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statement s . In December 2019, the FASB issued new guidance which amends certain aspects of accounting for income taxes. This amendment removes specific exceptions within existing GAAP related to the incremental approach for intraperiod tax allocation and to the general methodology for calculating income taxes in interim periods, among other changes. It also requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, among other requirements. This amendment is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. The Company is continuing to evaluate the provisions of the amendment and has not determined the full impact on the Company’s financial statements In March 2020, the FASB issued new guidance 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. The Company is currently evaluating the impact this new guidance will have on the Company’s financial statements |
Impact of ASC 842 Adoption (Tab
Impact of ASC 842 Adoption (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Undiscounted Cash Flows for Operating Lease Liabilities | As of September 30, 2020, the undiscounted cash flows for operating lease liabilities are as follows (in thousands): Payments Due by Period Total Remainder of 2020 2021 2022 2023 2024 Thereafter Lease obligations $ 1,481 $ 152 $ 609 $ 228 $ 196 $ 200 $ 96 Total $ 1,481 $ 152 $ 609 $ 228 $ 196 $ 200 $ 96 |
Commodity Derivative Financia_2
Commodity Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative [Line Items] | |
Summary of Fair Values and Classifications of Derivative Instruments | The table below summarizes the fair values and classifications of the Company’s derivative instruments as of September 30, 2020 and December 31, 2019 (in thousands): Balance at Classification Balance Sheet Location September 30, 2020 December 31, 2019 Assets: Current asset Other current assets $ - $ - Long-term asset Other assets - - Total assets $ - $ - Liabilities: Current liability Other current liabilities $ 224 $ - Long-term liability Other non-current liabilities - - Total liabilities $ 224 $ - |
Summary of Change in Fair Values of Derivative | 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): Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Unrealized gain (loss) of open non-hedge derivative instruments $ (34 ) $ - $ (224 ) $ - Realized gain (loss) on settlement of non-hedge derivative instruments (239 ) - (239 ) - Gain (loss) on commodity derivative instruments $ (273 ) $ - $ (463 ) $ - |
Oil Swap Contracts [Member] | |
Derivative [Line Items] | |
Summary of Open Derivative Contracts | The Company had the following open derivative contracts for oil as of September 30, 2020: Range (Per Bbl) Weighted Average Period and Type of Contract Volume (Bbl) Price (Per Bbl) Low High Oil Swap Contracts: 2020 Fourth Quarter 117,000 $ 40.11 $ 40.10 $ 40.12 2021 First Quarter 98,000 $ 40.40 $ 40.39 $ 40.40 |
Natural Gas Collar Contracts [Member] | |
Derivative [Line Items] | |
Summary of Open Derivative Contracts | The Company had the following open derivative contracts for natural gas as of September 30, 2020: Weighted Average Weighted Average Period and Type of Contract Volume (MMBtu) Floor Price (Per MMBtu) Ceiling Price (Per MMBtu) Natural Gas Collar Contracts: 2020 Fourth Quarter 585,000 $ 2.60 $ 2.92 2021 First Quarter 481,000 $ 3.15 $ 3.55 |
Oil and Natural Gas Interests (
Oil and Natural Gas Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Oil And Gas Exploration And Production Industries Disclosures [Abstract] | |
Schedule of oil and natural gas interest | Oil and natural gas interest include the following (in thousands): As of September 30, December 31, 2020 2019 Oil and natural gas interests: Subjection to depletion $ 319,186 $ 311,954 Not subjection to depletion 32,449 37,580 Gross oil and natural gas interests 351,635 349,534 Accumulated depletion and impairment (140,827 ) (130,342 ) Oil and natural gas interests, net $ 210,808 $ 219,192 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Financial Covenant Ratio | 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 |
Shareholders' Equity and Divi_2
Shareholders' Equity and Dividends (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of outstanding stock and warrants | The following table summarizes the changes in the outstanding stock and warrants through September 30, 2020. Class A Common Stock Class C Common Stock Warrants Beginning Balance at December 31, 2019 45,963,716 40,000,000 21,249,999 Restricted stock grant vesting 130,466 - - Warrants exercised 1 - (1 ) Shares outstanding at September 30, 2020 46,094,183 40,000,000 21,249,998 |
Schedule of quarterly dividends related to the Company's quarterly financial results | The table below summarizes the quarterly dividends related to the Company’s quarterly financial results: Quarter Ended Total Quarterly Dividend Per Class A Common Share Total Cash Dividend Payment Date Stockholders Record Date September 30, 2020 $ 0.0650 $ 2,996,122 December 8, 2020 November 24, 2020 June 30, 2020 $ 0.0300 $ 1,382,825 September 8, 2020 August 25, 2020 March 31, 2020 $ 0.0250 $ 1,149,695 June 8, 2020 May 25, 2020 December 31, 2019 $ 0.1350 $ 6,205,102 March 9, 2020 February 25, 2020 September 30, 2019 $ 0.1350 $ 6,203,347 December 3, 2019 November 20, 2019 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of activity in unvested RSAs and PSUs | The following table summarizes the activity in our unvested RSAs and PSUs for the nine months ended September 30, 2020: Weighted Av er Weighted Av er 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 (130,466 ) $ 7.24 - $ - Forfeited (1,958 ) $ 6.00 - $ - Unvested at September 30, 2020 489,237 $ 4.46 2,164,620 $ 2.48 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income attributable to common stockholders - basic and diluted $ 589 $ 2,884 $ 2,220 $ 12,022 Less: Earnings allocated to participating securities (20 ) (26 ) (38 ) (125 ) $ 569 $ 2,858 $ 2,182 $ 11,897 Denominator: Weighted average shares outstanding - basic and diluted 46,055 45,899 46,008 45,871 Net income per common share, basic and diluted $ 0.01 $ 0.06 $ 0.05 $ 0.26 |
Schedule of computation of diluted earnings per share | 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): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Warrants 21,250 21,250 21,250 21,250 Class C common shares 40,000 40,000 40,000 40,000 Total 61,250 61,250 61,250 61,250 |
Major Operators (Tables)
Major Operators (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Major Customers [Abstract] | |
Schedule of revenues with the Company's significant 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: % of Revenues % of Revenues Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 ConocoPhillips 52 % 40 % 41 % 35 % EOG Resources 17 % 28 % 20 % 29 % Devon 16 % 18 % 16 % 17 % Total 85 % 86 % 77 % 81 % |
Organization and Presentation (
Organization and Presentation (Details) $ / shares in Units, a in Thousands, $ in Millions | Aug. 23, 2018USD ($)aVoteshares | Sep. 30, 2020Vote$ / shares |
Business Acquisition [Line Items] | ||
Description of the acquisition | (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. | |
Descriptions of royalties | 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 80,000 gross unit acres in Pennsylvania, Ohio and West Virginia that includes Marcellus Shale. | |
Class A common stock [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, par value | $ / shares | $ 0.0001 | |
Common stock, number of votes per share | 1 | |
Class C common stock [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, number of votes per share | 1 | |
Royal Entities [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid | $ | $ 400 | |
Royal Entities [Member] | Class C common stock [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, number of votes per share | 1 | |
Common stock issued or agreed to issue | shares | 40,000,000 | |
Royal Entities [Member] | Subsidiaries [Member] | ||
Business Acquisition [Line Items] | ||
Common units issued | shares | 40,000,000 | |
Royal Entities [Member] | Subsidiaries [Member] | Class A common stock [Member] | ||
Business Acquisition [Line Items] | ||
Common units redemption ratio | 100.00% | |
Royal Entities [Member] | Subsidiaries [Member] | Texas [Member] | ||
Business Acquisition [Line Items] | ||
Gross acres owned by the company | a | 256 | |
Royal Entities [Member] | Subsidiaries [Member] | Pennsylvania, Ohio and West Virginia [Member] | ||
Business Acquisition [Line Items] | ||
Gross acres owned by the company | a | 80 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policy [Line Items] | ||||
Impairment of proved oil and natural gas properties | $ 0 | $ 0 | ||
Impairment of unproved properties | 0 | $ 0 | ||
Debt issuance costs capitalized | $ 100,000 | |||
Other Assets [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Debt issuance costs capitalized | $ 2,000,000 | $ 2,400,000 |
Impact of ASC 842 Adoption (Det
Impact of ASC 842 Adoption (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 7 months 6 days |
Weighted average discount rate | 4.20% | 4.20% |
ROU assets | $ 1.2 | $ 1.2 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentAssetsMember | us-gaap:OtherNoncurrentAssetsMember |
Lease obligations current | $ 0.6 | $ 0.6 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember | us-gaap:OtherCurrentLiabilitiesMember |
Lease obligations non-current | $ 1 | $ 1 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentLiabilitiesMember | us-gaap:OtherNoncurrentLiabilitiesMember |
Total operating lease costs | $ 0.1 | $ 0.4 |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Percentage of right of use assets to total assets | 1.00% | 1.00% |
Percentage of lease liabilities to total liabilities | 5.00% | 5.00% |
Impact of ASC 842 Adoption - Sc
Impact of ASC 842 Adoption - Schedule of Undiscounted Cash Flows for Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Lease obligations | |
Total | $ 1,481 |
Remainder of 2020 | 152 |
2021 | 609 |
2022 | 228 |
2023 | 196 |
2024 | 200 |
Thereafter | $ 96 |
Commodity Derivative Financia_3
Commodity Derivative Financial Instruments (Details Textual) | Sep. 30, 2020CounterParty |
Derivative Instrument Detail [Abstract] | |
Number of derivative counter parties | 1 |
Commodity Derivative Financia_4
Commodity Derivative Financial Instruments - Summary of Fair Values and Classifications of Derivative Instruments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Liabilities: | |
Total liabilities | $ 224 |
Other Current Liabilities [Member] | |
Liabilities: | |
Current liability | $ 224 |
Commodity Derivative Financia_5
Commodity Derivative Financial Instruments - Summary of Change in Fair Values of Derivative (Details) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Derivative [Line Items] | ||
Unrealized gain (loss) of open non-hedge derivative instruments | $ (34) | $ (224) |
Realized gain (loss) on settlement of non-hedge derivative instruments | (239) | (239) |
Gain (loss) on commodity derivative instruments | $ (273) | $ (463) |
Commodity Derivative Financia_6
Commodity Derivative Financial Instruments - Summary of Open Derivative Contracts (Details) bbl in Thousands, MMBTU in Thousands | 9 Months Ended |
Sep. 30, 2020MMBTU$ / bbl$ / MMBTUbbl | |
Oil Swap Contract Fourth Quarter, 2020 [Member] | |
Derivative [Line Items] | |
Volume (Bbl) | bbl | 117 |
Weighted Average Price (Per Bbl) | 40.11 |
Oil Swap Contract First Quarter, 2021 [Member] | |
Derivative [Line Items] | |
Volume (Bbl) | bbl | 98 |
Weighted Average Price (Per Bbl) | 40.40 |
Natural Gas Collar Contracts Fourth Quarter, 2020 [Member] | |
Derivative [Line Items] | |
Volume (MMBtu) | MMBTU | 585 |
Weighted Average Floor Price (Per MMBtu) | $ / MMBTU | 2.60 |
Weighted Average Ceiling Price (Per MMBtu) | $ / MMBTU | 2.92 |
Natural Gas Collar Contracts First Quarter, 2021 [Member] | |
Derivative [Line Items] | |
Volume (MMBtu) | MMBTU | 481 |
Weighted Average Floor Price (Per MMBtu) | $ / MMBTU | 3.15 |
Weighted Average Ceiling Price (Per MMBtu) | $ / MMBTU | 3.55 |
Minimum [Member] | Oil Swap Contract Fourth Quarter, 2020 [Member] | |
Derivative [Line Items] | |
Weighted Average Price (Per Bbl) | 40.10 |
Minimum [Member] | Oil Swap Contract First Quarter, 2021 [Member] | |
Derivative [Line Items] | |
Weighted Average Price (Per Bbl) | 40.39 |
Maximum [Member] | Oil Swap Contract Fourth Quarter, 2020 [Member] | |
Derivative [Line Items] | |
Weighted Average Price (Per Bbl) | 40.12 |
Maximum [Member] | Oil Swap Contract First Quarter, 2021 [Member] | |
Derivative [Line Items] | |
Weighted Average Price (Per Bbl) | 40.40 |
Oil and Natural Gas Interests_2
Oil and Natural Gas Interests (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Oil and natural gas interests: | ||
Subjection to depletion | $ 319,186 | $ 311,954 |
Not subjection to depletion | 32,449 | 37,580 |
Gross oil and natural gas interests | 351,635 | 349,534 |
Accumulated depletion and impairment | (140,827) | (130,342) |
Oil and natural gas interests, net | $ 210,808 | $ 219,192 |
Debt (Details)
Debt (Details) - Falcon Credit Facility [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Aug. 23, 2018 | |
Line Of Credit Facility [Line Items] | ||
Borrowing base on credit facility | $ 500 | |
Current borrowing base | 70 | |
Drawn under credit facility | $ 39 | $ 38 |
Credit facility interest rate | 2.64% | |
Available for future borrowings under the credit facility | $ 31 | |
Description of maximum aggregate revolving borrowings | 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 is currently $70.0 million, subject to scheduled semi-annual and other borrowing base redeterminations and expires on the fifth anniversary of the Closing Date. | |
Expense incurred in closing of Credit Facility | $ 3.2 | |
Unamortized deferred issuance costs | $ 2 | |
Borrowings interest rate, description | 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 our borrowing base take place on April 1st and October 1st of each year. | |
Federal Funds [Member] | ||
Line Of Credit Facility [Line Items] | ||
Applicable margin | 0.50% | |
London Interbank Offered Rate (LIBOR) | ||
Line Of Credit Facility [Line Items] | ||
Applicable margin | 1.00% | |
London Interbank Offered Rate (LIBOR) | Minimum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Applicable margin | 1.00% | |
London Interbank Offered Rate (LIBOR) | Maximum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Applicable margin | 2.00% |
Debt - (Details 1)
Debt - (Details 1) - Falcon Credit Facility [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Maximum [Member] | |
Ratio of total net debt to EBITDAX, as defined in the Credit Facility | 4.00% |
Minimum [Member] | |
Ratio of current assets to current liabilities, as defined in the Credit Facility | 1.00% |
Shareholders' Equity and Divi_3
Shareholders' Equity and Dividends (Details) - shares | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | |
Warrants [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Balance, shares | 21,249,999 | 21,249,999 | |||||
Warrants exercised | (1) | ||||||
Balance, shares | 21,249,998 | 21,249,998 | |||||
Class A common stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Balance, shares | 46,023,000 | 45,988,000 | 45,963,716 | 45,862,000 | 45,859,000 | 45,855,000 | 45,963,716 |
Restricted stock grant vesting | 71,000 | 35,000 | 24,000 | 89,000 | 3,000 | 4,000 | 130,466 |
Warrants exercised | 1 | ||||||
Balance, shares | 46,094,183 | 46,023,000 | 45,988,000 | 45,951,000 | 45,862,000 | 45,859,000 | 46,094,183 |
Class C common stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Balance, shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Balance, shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Shareholders' Equity and Divi_4
Shareholders' Equity and Dividends (Details Textual) | Aug. 23, 2018Vote$ / sharesshares | Sep. 30, 2020USD ($)Vote$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019$ / sharesshares |
Shareholders Equity and Dividends (Textual) | ||||||||||
Distributions of non-controlling interest holders | $ | $ 1,200,000 | $ 1,000,000 | $ 5,400,000 | $ 6,346,000 | $ 7,397,000 | $ 8,559,000 | $ 7,600,000 | $ 22,300,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Dividends amount per share | $ / shares | $ 0.03 | $ 0.025 | $ 0.135 | $ 0.15 | $ 0.175 | $ 0.20 | ||||
Subsidiaries [Member] | General Partner [Member] | OpCo [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Ownership percentage | 100.00% | 100.00% | ||||||||
Subsidiaries [Member] | Limited Partner [Member] | OpCo [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Ownership percentage | 54.00% | 54.00% | ||||||||
Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Stock issued common units to contributors | 40,000,000 | |||||||||
Business combination, description | 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). | |||||||||
Consideration received | $ | $ 0 | |||||||||
Warrants [Member] | Royal Entities [Member] | Subsidiaries [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Additional common units may be issued | 10,000,000 | 10,000,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Warrant outstanding, shares | 7,500,000 | 7,500,000 | 7,500,000 | |||||||
Warrants, description | 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. At September 30, 2020, there were 7,500,000 Private Placement Warrants outstanding | |||||||||
Warrants, number of common stocks purchased by each warrant | 1 | |||||||||
Warrants, exercise price | $ / shares | $ 1 | |||||||||
Warrant to purchase shares of common stock exercise price | $ / shares | $ 11.34 | |||||||||
Public Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Warrant outstanding, shares | 13,749,998 | 13,749,998 | ||||||||
Warrants, description | Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. | |||||||||
Warrants, outstanding, term | 5 years | 5 years | ||||||||
Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Redemption of warrants notice period | 30 days | |||||||||
Redemption of warrants threshold consecutive trading days | 20 days | |||||||||
Public Warrants [Member] | Maximum [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Redemption of warrants threshold trading days | 30 days | |||||||||
Class A common stock [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Common stock, shares issued | 46,094,183 | 46,094,183 | 45,963,716 | |||||||
Common stock, shares outstanding | 46,094,183 | 46,094,183 | 45,963,716 | |||||||
Common stock, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock voting, description | Holders of the Company’s Class A Common Stock are entitled to one vote for each share | |||||||||
Common stock, number of votes per share | Vote | 1 | 1 | ||||||||
Class A common stock [Member] | Royal Entities [Member] | Subsidiaries [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Common units redemption ratio | 100.00% | |||||||||
Class A common stock [Member] | Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Common units redemption ratio | 100.00% | |||||||||
Class A common stock [Member] | Public Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Warrants, number of common stocks purchased by each warrant | 1 | 1 | ||||||||
Warrants, exercise price | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Class A common stock [Member] | Public Warrants [Member] | Minimum [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Redemption of warrants common stock trigger price per share | $ / shares | $ 18 | |||||||||
Class C common stock [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Common stock, shares issued | 40,000,000 | 40,000,000 | 40,000,000 | |||||||
Common stock, shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | |||||||
Common stock, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, number of votes per share | Vote | 1 | 1 | ||||||||
Class C common stock [Member] | Royal Entities [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Common stock, number of votes per share | Vote | 1 | |||||||||
Extraordinary Dividends [Member] | Public Warrants [Member] | ||||||||||
Shareholders Equity and Dividends (Textual) | ||||||||||
Warrants, exercise price | $ / shares | 11.34 | 11.38 | $ 11.34 | |||||||
Common stock dividends paid, period | 365 days | |||||||||
Extraordinary dividend threshold limit | $ / shares | $ 0.50 | $ 0.50 | ||||||||
Dividends amount per share | $ / shares | $ 0.04 | $ 0.12 |
Shareholders' Equity and Divi_5
Shareholders' Equity and Dividends (Details 1) - USD ($) | 3 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Class Of Stock [Line Items] | |||||||
Dividends amount per share, declared | $ 0.03 | $ 0.025 | $ 0.135 | $ 0.15 | $ 0.175 | $ 0.20 | |
Dividends amount per share | $ 0.03 | $ 0.025 | $ 0.135 | $ 0.15 | $ 0.175 | $ 0.20 | |
Total Cash Dividend | $ 1,381,000 | $ 1,150,000 | $ 6,205,000 | $ 6,893,000 | $ 8,025,000 | $ 9,171,000 | |
Dividend Declared [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Total Cash Dividend | $ 2,996,122 | ||||||
Payment Date | Dec. 8, 2020 | ||||||
Stockholders Record Date | Nov. 24, 2020 | ||||||
Dividend Declared [Member] | Class A common stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Dividends amount per share, declared | $ 0.0650 | ||||||
Dividend Paid [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Total Cash Dividend | $ 1,382,825 | $ 1,149,695 | $ 6,205,102 | $ 6,203,347 | |||
Payment Date | Sep. 8, 2020 | Jun. 8, 2020 | Mar. 9, 2020 | Dec. 3, 2019 | |||
Stockholders Record Date | Aug. 25, 2020 | May 25, 2020 | Feb. 25, 2020 | Nov. 20, 2019 | |||
Dividend Paid [Member] | Class A common stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Dividends amount per share | $ 0.0300 | $ 0.0250 | $ 0.1350 | $ 0.1350 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Expense | $ 900,000 | $ 1,000,000 | $ 2,600,000 | $ 1,800,000 | ||||
Unamortized portion of the estimated fair value of non-vested RSAs and PSUs | 4,100,000 | $ 4,100,000 | ||||||
Weighted average period expected to be recognized | 1 year 4 months 24 days | |||||||
Amount paid to restricted stock award holders under distribution equivalent rights | 15,000 | $ 12,000 | $ 42,000 | 43,000 | $ 56,000 | $ 15,000 | ||
Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Amount paid to restricted stock award holders under distribution equivalent rights | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Class A common stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Aggregate common stock available for issuance | 8,600,000 | 8,600,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of activity in unvested RSAs and PSUs (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, beginning balance | shares | 283,917 |
Granted | shares | 337,744 |
Vested | shares | (130,466) |
Forfeited | shares | (1,958) |
Unvested restricted stock, ending balance | shares | 489,237 |
Weighted Average Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 8.10 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.48 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 7.24 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 6 |
Weighted Average Grant Date Fair Value, ending balance | $ / shares | $ 4.46 |
Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock, beginning balance | shares | 1,413,334 |
Granted | shares | 751,286 |
Unvested restricted stock, ending balance | shares | 2,164,620 |
Weighted Average Grant Date Fair Value, outstanding, beginning balance | $ / shares | $ 3.45 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0.64 |
Weighted Average Grant Date Fair Value, ending balance | $ / shares | $ 2.48 |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net income attributable to common stockholders - basic and diluted | $ 589 | $ 2,884 | $ 2,220 | $ 12,022 |
Less: Earnings allocated to participating securities | (20) | (26) | (38) | (125) |
Net income available to common stockholders, basic and diluted | $ 569 | $ 2,858 | $ 2,182 | $ 11,897 |
Denominator: | ||||
Weighted average shares outstanding - basic and diluted | 46,055 | 45,899 | 46,008 | 45,871 |
Net income per common share, basic and diluted | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.26 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of diluted earnings per share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total diluted earnings | 61,250,000 | 61,250,000 | 61,250,000 | 61,250,000 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total diluted earnings | 21,250,000 | 21,250,000 | 21,250,000 | 21,250,000 |
Class C common stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total diluted earnings | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 243 | $ 1,132 | $ 400 | $ 3,920 | |
Net deferred tax assets | 56,000 | 56,000 | |||
Prepayment of income taxes | $ 0 | $ 0 | $ 400 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2017shares | Jun. 30, 2016USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2019shares | |
Class A common stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founders shares outstanding | 46,094,183 | 46,094,183 | 45,963,716 | ||||
Class C common stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founders shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | ||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance common stock to the sponsor | 125,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Stock split conversion ratio | 57.5 | ||||||
Founders shares outstanding | 6,875,000 | ||||||
Forfeiture of founder shares | 312,500 | ||||||
Founder Shares [Member] | Class A common stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, conversion ratio | 100.00% | ||||||
Hepco Capital Management, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of related party transaction | $ | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | |||
Royal Entities [Member] | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of related party transaction | $ | $ 800,000 | $ 500,000 | |||||
Royal Entities [Member] | Master Service Agreement [Member] | Subsidiaries [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares owned | 35,200,000 | ||||||
Royal Entities [Member] | Maximum [Member] | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of related party transaction | $ | $ 100,000 | $ 100,000 | |||||
Royal Entities [Member] | Class C common stock [Member] | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares owned | 35,200,000 | ||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founders shares outstanding | 7,187,500 |
Major Operators (Details)
Major Operators (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Percentage of revenues | 85.00% | 86.00% | 77.00% | 81.00% |
ConocoPhillips [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Percentage of revenues | 52.00% | 40.00% | 41.00% | 35.00% |
EOG Resources [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Percentage of revenues | 17.00% | 28.00% | 20.00% | 29.00% |
Devon [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Percentage of revenues | 16.00% | 18.00% | 16.00% | 17.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended |
Nov. 30, 2020 | Sep. 30, 2020 | |
Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Distributions to unitholders | $ 5.6 | |
Scenario, Forecast [Member] | Falcon Minerals [Member] | ||
Subsequent Event [Line Items] | ||
Payment received from OpCo | $ 3 | |
Class A common stock [Member] | ||
Subsequent Event [Line Items] | ||
Dividends payable, description | The dividend is for the period from July 1, 2020 through September 30, 2020. | |
Class A common stock [Member] | Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Cash dividend of per share | $ 0.065 | |
Total cash dividend | $ 3 | |
Dividend payable date | Dec. 8, 2020 | |
Dividend payable record date | Nov. 24, 2020 |