10-Q 1 a16-22922_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

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

 

For the Quarterly Period Ended December 31, 2016

 

or

 

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

 

For the transition period from             to             

 

Commission File Number: 001-13357

 


 

Royal Gold, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

84-0835164

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation)

 

Identification No.)

 

 

 

1660 Wynkoop Street, Suite 1000

 

 

Denver, Colorado

 

80202

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (303) 573-1660

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   x    No   o

 

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

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

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

 

There were 65,333,040 shares of the Company’s common stock, par value $0.01 per share, outstanding as of January 25, 2017.

 

 

 



Table of Contents

 

INDEX

 

 

 

PAGE

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Operations and Comprehensive Income (Loss)

4

 

Consolidated Statements of Cash Flows

5

 

Notes to Consolidated Financial Statements

6

 

 

 

Item 2.

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

17

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

31

 

 

 

Item 4.

Controls and Procedures

32

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

32

 

 

 

Item 1A.

Risk Factors

33

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

 

 

 

Item 3.

Defaults Upon Senior Securities

33

 

 

 

Item 4.

Mine Safety Disclosure

33

 

 

 

Item 5.

Other Information

33

 

 

 

Item 6.

Exhibits

33

 

 

 

SIGNATURES

33

 



Table of Contents

 

ITEM 1.  FINANCIAL STATEMENTS

 

ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

 

 

 

December 31, 2016

 

June 30, 2016

 

ASSETS

 

 

 

 

 

Cash and equivalents

 

$

83,988

 

$

116,633

 

Royalty receivables

 

23,489

 

17,990

 

Income tax receivable

 

16,821

 

20,043

 

Stream inventory

 

10,179

 

9,489

 

Prepaid expenses and other

 

1,720

 

614

 

Total current assets

 

136,197

 

164,769

 

 

 

 

 

 

 

Stream and royalty interests, net (Note 3)

 

2,961,328

 

2,848,087

 

Other assets

 

62,719

 

53,696

 

Total assets

 

$

3,160,244

 

$

3,066,552

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

 

$

2,282

 

$

4,114

 

Dividends payable

 

15,680

 

15,012

 

Other current liabilities

 

4,376

 

3,554

 

Total current liabilities

 

22,338

 

22,680

 

 

 

 

 

 

 

Debt (Note 4)

 

677,429

 

600,685

 

Deferred tax liabilities

 

120,773

 

133,867

 

Uncertain tax positions

 

23,048

 

16,996

 

Other long-term liabilities

 

6,391

 

6,439

 

Total liabilities

 

849,979

 

780,667

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Preferred stock, $.01 par value, authorized 10,000,000 shares authorized; and 0 shares issued

 

 

 

Common stock, $.01 par value, 200,000,000 shares authorized; and 65,168,023 and 65,093,950 shares outstanding, respectively

 

652

 

651

 

Additional paid-in capital

 

2,182,521

 

2,179,781

 

Accumulated other comprehensive income

 

822

 

 

Accumulated earnings

 

75,732

 

48,584

 

Total Royal Gold stockholders’ equity

 

2,259,727

 

2,229,016

 

Non-controlling interests

 

50,538

 

56,869

 

Total equity

 

2,310,265

 

2,285,885

 

Total liabilities and equity

 

$

3,160,244

 

$

3,066,552

 

 

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

 

3



Table of Contents

 

ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited, in thousands except share data)

 

 

 

For The Three Months Ended

 

For The Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenue

 

$

106,961

 

$

98,118

 

$

224,909

 

$

172,173

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Cost of sales

 

22,502

 

22,572

 

45,163

 

34,038

 

General and administrative

 

7,538

 

5,841

 

18,045

 

15,352

 

Production taxes

 

445

 

996

 

942

 

2,588

 

Exploration costs

 

2,476

 

1,129

 

5,764

 

4,285

 

Depreciation, depletion and amortization

 

39,519

 

40,407

 

79,621

 

67,555

 

Total costs and expenses

 

72,480

 

70,945

 

149,535

 

123,818

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

34,481

 

27,173

 

75,374

 

48,355

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

7,488

 

386

 

9,045

 

615

 

Interest and other expense

 

(9,823

)

(8,899

)

(18,128

)

(16,076

)

Income before income taxes

 

32,146

 

18,660

 

66,291

 

32,894

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(5,044

)

(4,740

)

(12,232

)

(63,917

)

Net income (loss)

 

27,102

 

13,920

 

54,059

 

(31,023

)

Net loss attributable to non-controlling interests

 

960

 

1,194

 

3,791

 

1,090

 

Net income (loss) attributable to Royal Gold common stockholders

 

$

28,062

 

$

15,114

 

$

57,850

 

$

(29,933

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

27,102

 

$

13,920

 

$

54,059

 

$

(31,023

)

Adjustments to comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

Unrealized change in market value of available-for-sale securities

 

822

 

2,587

 

822

 

2,138

 

Comprehensive income (loss)

 

27,924

 

16,507

 

54,881

 

(28,885

)

Comprehensive loss attributable to non-controlling interests

 

960

 

1,194

 

3,791

 

1,090

 

Comprehensive income (loss) attributable to Royal Gold stockholders

 

$

28,884

 

$

17,701

 

$

58,672

 

$

(27,795

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share available to Royal Gold common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.43

 

$

0.23

 

$

0.89

 

$

(0.46

)

Basic weighted average shares outstanding

 

65,149,518

 

65,073,678

 

65,133,102

 

65,061,059

 

Diluted earnings (loss) per share

 

$

0.43

 

$

0.23

 

$

0.88

 

$

(0.46

)

Diluted weighted average shares outstanding

 

65,253,209

 

65,121,744

 

65,264,137

 

65,061,059

 

Cash dividends declared per common share

 

$

0.24

 

$

0.23

 

$

0.47

 

$

0.45

 

 

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

 

4



Table of Contents

 

ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

For The Six Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

54,059

 

$

(31,023

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

79,621

 

67,555

 

Amortization of debt discount and issuance costs

 

6,751

 

6,440

 

Non-cash employee stock compensation expense

 

6,443

 

5,449

 

Tax benefit of stock-based compensation exercises

 

(77

)

247

 

Deferred tax expense

 

(3,211

)

(11,767

)

Other

 

(4,638

)

(390

)

Changes in assets and liabilities:

 

 

 

 

 

Royalty receivables

 

(5,499

)

14,768

 

Stream inventory

 

(689

)

(6,002

)

Income taxes receivable

 

(12,172

)

3,530

 

Prepaid expenses and other assets

 

(835

)

2,043

 

Accounts payable

 

(1,832

)

(2,092

)

Uncertain tax positions

 

6,052

 

806

 

Other liabilities

 

822

 

5,032

 

Net cash provided by operating activities

 

$

124,795

 

$

54,596

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of stream and royalty interests

 

(192,818

)

(1,324,984

)

Andacollo royalty termination

 

 

345,000

 

Golden Star term loan

 

 

(20,000

)

Other

 

1,774

 

(271

)

Net cash used in investing activities

 

$

(191,044

)

$

(1,000,255

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Borrowings from revolving credit facility

 

70,000

 

350,000

 

Net payments from issuance of common stock

 

(2,320

)

 

Common stock dividends

 

(30,035

)

(28,699

)

Purchase of additional royalty interest from non-controlling interest

 

(1,438

)

 

Tax expense of stock-based compensation exercises

 

77

 

(247

)

Other

 

(2,680

)

(644

)

Net cash provided by financing activities

 

$

33,604

 

$

320,410

 

Net decrease in cash and equivalents

 

(32,645

)

(625,249

)

Cash and equivalents at beginning of period

 

116,633

 

742,849

 

Cash and equivalents at end of period

 

$

83,988

 

$

117,600

 

 

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

 

5



Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

1.                                      OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS

 

Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals streams, royalties and similar interests.  We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests.  A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine at a price determined for the life of the transaction by the purchase agreement.  Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

 

Summary of Significant Accounting Policies

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements.  In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q.  Operating results for the three and six months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017.  These interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission on August 11, 2016 (“Fiscal 2016 10-K”).

 

Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements.  Reclassified amounts were not material to the financial statements.

 

Recently Issued Account Standards

 

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) guidance to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation with actual forfeitures as they occur, as well as certain classifications on the statement of cash flows.  The new guidance is effective for the Company’s fiscal year beginning July 1, 2017.  Early adoption is permitted, as long as all of the amendments are adopted in the same period.  We are currently evaluating the impact this guidance will have on our consolidated financial statements and footnote disclosures.

 

In May 2014, the FASB issued ASU guidance for the recognition of revenue from contracts with customers.  Subsequent to the issuance of this ASU guidance, the FASB issued additional related ASU’s on revenue recognition.  The effective date and transition requirements for all of these ASU’s are the same.  Specifically, the guidance under these ASU’s is to be applied using a full retrospective method or a modified retrospective method, as described in the guidance, and is effective for the Company’s fiscal year beginning July 1, 2018.  The Company is currently evaluating the level of effort needed to implement the guidance, evaluating the provisions of each new guidance, and assessing their impact on

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

the Company’s consolidated financial statements and disclosures, as well as which transitions method we intend to use.

 

2.             ACQUISITION

 

Acquisition of Additional Royalty Interests at Cortez

 

On September 19, 2016, Royal Gold, through its wholly-owned subsidiary, Denver Mining Finance Company, Inc., acquired a 3.75% Net Value Royalty (“NVR”) covering a significant area of Barrick Gold Corporation’s (“Barrick”) Cortez mine, including the Crossroads deposit, from a private party seller for total consideration of $70 million.  Giving effect to this acquisition, Royal Gold’s interests at Cortez Crossroads comprise a 4.46% NVR and a 5% sliding-scale Gross Smelter Return (“GSR”) royalty at current gold prices.  Royal Gold’s interests on production from the Pipeline and South Pipeline deposits as well as portions of the Gap deposit are comprised of a 4.85% NVR and a 5.71% GSR royalty at current gold prices.

 

The acquisition of the additional royalty interests at Cortez has been accounted for as an asset acquisition.  The portion of the acquisition, plus direct transaction costs, attributable to the Pipeline and South Pipeline deposits as well as portions of the Gap deposit ($10.2 million) has been recorded as a production stage royalty interest while the portion of the acquisition attributable to the Crossroads deposit ($59.8 million) has been recorded as a development stage royalty interest. Both are included within Stream and royalty interests, net, on our consolidated balance sheets.

 

3.             STREAM AND ROYALTY INTERESTS

 

The following tables summarize the Company’s royalty and stream interests as of December 31, 2016 and June 30, 2016.

 

7



Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

 

 

 

 

Accumulated

 

 

 

As of December 31, 2016 (Amounts in thousands):

 

Cost

 

Depletion

 

Net

 

Production stage stream interests:

 

 

 

 

 

 

 

Mount Milligan

 

$

790,732

 

$

(94,136

)

$

696,596

 

Pueblo Viejo

 

610,404

 

(44,605

)

565,799

 

Andacollo

 

388,182

 

(28,946

)

359,236

 

Wassa and Prestea

 

136,475

 

(12,785

)

123,690

 

Total production stage stream interests

 

1,925,793

 

(180,472

)

1,745,321

 

 

 

 

 

 

 

 

 

Production stage royalty interests:

 

 

 

 

 

 

 

Voisey’s Bay

 

205,724

 

(85,671

)

120,053

 

Peñasquito

 

99,172

 

(32,412

)

66,760

 

Holt

 

34,612

 

(18,750

)

15,862

 

Cortez

 

20,873

 

(10,379

)

10,494

 

Other

 

483,643

 

(324,580

)

159,063

 

Total production stage royalty interests

 

844,024

 

(471,792

)

372,232

 

Total production stage stream and royalty interests

 

2,769,817

 

(652,264

)

2,117,553

 

 

 

 

 

 

 

 

 

Development stage stream interests:

 

 

 

 

 

 

 

Rainy River

 

175,727

 

 

175,727

 

Other

 

12,031

 

 

12,031

 

Total development stage stream interests

 

187,758

 

 

187,758

 

 

 

 

 

 

 

 

 

Development stage royalty interests:

 

 

 

 

 

 

 

Pascua-Lama

 

380,657

 

 

380,657

 

Cortez

 

59,803

 

 

59,803

 

Other

 

63,811

 

 

63,811

 

Total development stage royalty interests

 

504,271

 

 

504,271

 

Total development stage stream and royalty interests

 

692,029

 

 

692,029

 

Total exploration stage royalty interests

 

151,746

 

 

151,746

 

Total stream and royalty interests

 

$

3,613,592

 

$

(652,264

)

$

2,961,328

 

 

As of June 30, 2016 (Amounts in thousands):

 

Cost

 

Accumulated
Depletion

 

Impairments

 

Net

 

Production stage stream interests:

 

 

 

 

 

 

 

 

 

Mount Milligan

 

$

783,046

 

$

(74,060

)

$

 

$

708,986

 

Pueblo Viejo

 

610,404

 

(21,902

)

 

588,502

 

Andacollo

 

388,182

 

(18,286

)

 

369,896

 

Wassa and Prestea

 

96,413

 

(7,816

)

 

88,597

 

Total production stage stream interests

 

1,878,045

 

(122,064

)

 

1,755,981

 

 

 

 

 

 

 

 

 

 

 

Production stage royalty interests:

 

 

 

 

 

 

 

 

 

Voisey’s Bay

 

205,724

 

(85,671

)

 

120,053

 

Peñasquito

 

99,172

 

(29,898

)

 

69,274

 

Holt

 

34,612

 

(17,124

)

 

17,488

 

Cortez

 

10,630

 

(10,000

)

 

630

 

Other

 

531,735

 

(342,460

)

(18,605

)

170,670

 

Total production stage royalty interests

 

881,873

 

(485,153

)

(18,605

)

378,115

 

Total production stage stream and royalty interests

 

2,759,918

 

(607,217

)

(18,605

)

2,134,096

 

 

 

 

 

 

 

 

 

 

 

Development stage stream interests:

 

 

 

 

 

 

 

 

 

Rainy River

 

100,706

 

 

 

100,706

 

Other

 

87,883

 

(153

)

(75,702

)

12,028

 

Total development stage stream interests

 

188,589

 

(153

)

(75,702

)

112,734

 

 

 

 

 

 

 

 

 

 

 

Development stage royalty interests:

 

 

 

 

 

 

 

 

 

Pascua-Lama

 

380,657

 

 

 

380,657

 

Other

 

66,414

 

 

 

66,414

 

Total development stage royalty interests

 

447,071

 

 

 

447,071

 

Total development stage stream and royalty interests

 

635,660

 

(153

)

(75,702

)

559,805

 

Total exploration stage royalty interests

 

155,997

 

 

(1,811

)

154,186

 

Total stream and royalty interests

 

$

3,551,575

 

$

(607,370

)

$

(96,118

)

$

2,848,087

 

 

8



Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

Phoenix Gold

 

On December 20, 2016, the operator of the Phoenix Gold Project, Rubicon Minerals Corporation (“Rubicon”), announced a restructuring transaction under Canadian regulations.  As part of the restructuring transaction, RGLD Gold AG’s (“RGLD Gold”) gold stream was terminated.  As discussed further in our Fiscal 2016 10-K, the Company’s stream interest on the Phoenix Gold Project was written down to zero during the quarter ended March 31, 2016.  In exchange for the termination of the gold stream, RGLD Gold received approximately three million common shares of Rubicon and three Net Smelter Return (“NSR”) royalties on properties owned by Rubicon, including a 1.0% NSR on the Phoenix Gold Project.

 

The fair value of the Rubicon common shares upon exchange was $3.4 million and is recorded within Other Assets on our consolidated balance sheets and is accounted for under our available-for-sale accounting policy, which is also discussed in our Fiscal 2016 10-K.  The Company also recognized a corresponding gain on the fair value of the Rubicon common shares received upon exchange.  The gain is recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss).

 

The Company did not recognize any value for the 1.0% NSR on the Phoenix Gold Project received upon exchange as our interest on the Phoenix Gold Project was previously fully impaired.  No value was assigned to the other royalties received upon exchange as no mineralization is attributable to the area subject to the royalty interests at the time of the exchange.

 

9



Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Amendment to Mount Milligan

 

On October 20, 2016, Centerra Gold Inc. (“Centerra”) and Thompson Creek Metals Company Inc. (“Thompson Creek”) completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek.  RGLD Gold’s streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement.

 

Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream.  RGLD Gold will continue to pay $435 per ounce of gold delivered and will pay 15% of the spot price per metric tonne of copper delivered.  Mount Milligan gold in concentrate in transit prior to October 20, 2016, will be delivered to RGLD Gold under the current 52.25% stream.  Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement, and RGLD Gold expects to begin receiving gold and copper deliveries reflecting the amended stream agreement around March 2017.  The Company incurred approximately $7.7 million in direct transaction costs associated with the amendment.  These direct transaction costs have been capitalized as part of the Mount Milligan streaming interest within Stream and royalty interests, net on our consolidated balance sheets.

 

4.             DEBT

 

The Company’s non-current debt as of December 31, 2016 and June 30, 2016 consists of the following:

 

 

 

As of December 31, 2016

 

As of June 30, 2016

 

 

 

Principal

 

Unmortized
Discount

 

Debt
Issuance
Costs

 

Total

 

Principal

 

Unmortized
Discount

 

Debt
Issuance
Costs

 

Total

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes due 2019

 

$

370,000

 

$

(31,194

)

$

(3,295

)

$

335,511

 

$

370,000

 

$

(36,943

)

$

(3,934

)

$

329,123

 

Revolving credit facility

 

345,000

 

 

(3,082

)

341,918

 

275,000

 

 

(3,438

)

271,562

 

Total debt

 

$

715,000

 

$

(31,194

)

$

(6,377

)

$

677,429

 

$

645,000

 

$

(36,943

)

$

(7,372

)

$

600,685

 

 

Convertible Senior Notes Due 2019

 

In June 2012, the Company completed an offering of $370 million aggregate principal amount of 2.875% convertible senior notes due 2019 (“2019 Notes”).  The 2019 Notes bear interest at the rate of 2.875% per annum, and the Company is required to make semi-annual interest payments on the outstanding principal balance of the 2019 Notes on June 15 and December 15 of each year, beginning December 15, 2012.  The 2019 Notes mature on June 15, 2019.  Interest expense recognized on the 2019 Notes for the three and six months ended December 31, 2016, was $5.9 million and $11.7 million, respectively, compared to $5.7 million and $11.3 million, respectively, for the three and six months ended December 31, 2015, and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.

 

Revolving credit facility

 

The Company maintains a $650 million revolving credit facility.  The acquisition of additional royalty interests at Cortez discussed in Note 2 was funded from our revolving credit facility during the quarter ended September 30, 2016.  As of December 31, 2016, the Company had $345 million outstanding and $305 million available under the revolving credit facility.  Borrowings under the revolving credit facility

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

bear interest at a floating rate of LIBOR plus a margin of 1.25% to 3.00%, based on Royal Gold’s defined leverage ratio.  As of December 31, 2016, the interest rate on borrowings under the revolving credit facility was LIBOR plus 1.75% for an all-in rate of 2.63%.  Royal Gold may repay borrowings under the revolving credit facility at any time without premium or penalty.   Interest expense recognized on the revolving credit facility for the three and six months ended December 31, 2016, was $2.3 million and $4.3 million, respectively, compared to $2.5 million and $3.0 million, respectively, for the three and six months ended December 31, 2015, and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.

 

As discussed in Note 6 to the notes to consolidated financial statements in the Company’s Fiscal 2016 10-K, the Company has financial covenants associated with its revolving credit facility.  At December 31, 2016, the Company was in compliance with each financial covenant.

 

5.             REVENUE

 

Revenue is comprised of the following:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

 

Stream interests

 

$

74,007

 

$

67,312

 

$

159,511

 

$

105,168

 

Royalty interests

 

32,954

 

30,806

 

65,398

 

67,005

 

Total revenue

 

$

106,961

 

$

98,118

 

$

224,909

 

$

172,173

 

 

6.             STOCK-BASED COMPENSATION

 

The Company recognized stock-based compensation expense as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(Amounts in thousands)

 

(Amounts in thousands)

 

Stock options

 

$

95

 

$

115

 

$

203

 

$

224

 

Stock appreciation rights

 

454

 

424

 

922

 

816

 

Restricted stock

 

829

 

774

 

2,203

 

2,144

 

Performance stock

 

921

 

(91

)

3,115

 

2,265

 

Total stock-based compensation expense

 

$

2,299

 

$

1,222

 

$

6,443

 

$

5,449

 

 

Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income (loss).

 

During the three and six months ended December 31, 2016 and 2015, the Company granted the following stock-based compensation awards:

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(Number of shares)

 

(Number of shares)

 

Stock options

 

 

1,125

 

7,200

 

25,437

 

Stock appreciation rights

 

 

 

63,340

 

97,817

 

Restricted stock

 

 

1,125

 

44,890

 

73,187

 

Performance stock

 

 

1,125

 

29,830

 

48,422

 

Total equity awards granted

 

 

3,375

 

145,260

 

244,863

 

 

As of December 31, 2016, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards was as follows:

 

 

 

Unrecognized 
compensation 
expense

 

Weighted-
average vesting 
period (years)

 

Stock options

 

$

519

 

1.8

 

Stock appreciation rights

 

2,804

 

2.0

 

Restricted stock

 

6,793

 

3.2

 

Performance stock

 

2,772

 

1.5

 

 

7.                                      EARNINGS PER SHARE (“EPS”)

 

Basic earnings (loss) per common share were computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities.  Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method.  The Company’s unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared.  The Company’s unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends.  Under the two-class method, the earnings (loss) used to determine basic earnings (loss) per common share are reduced by an amount allocated to participating securities.  Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings (loss) per common share.

 

The following tables summarize the effects of dilutive securities on diluted EPS for the period:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(in thousands, except per share data)

 

(in thousands, except per share data)

 

Net income (loss) available to Royal Gold common stockholders

 

$

28,062

 

$

15,114

 

$

57,850

 

$

(29,933

)

Weighted-average shares for basic EPS

 

65,149,518

 

65,073,678

 

65,133,102

 

65,061,059

 

Effect of other dilutive securities

 

103,691

 

48,066

 

131,035

 

 

Weighted-average shares for diluted EPS

 

65,253,209

 

65,121,744

 

65,264,137

 

65,061,059

 

Basic earnings (loss) per share

 

$

0.43

 

$

0.23

 

$

0.89

 

$

(0.46

)

Diluted earnings (loss) per share

 

$

0.43

 

$

0.23

 

$

0.88

 

$

(0.46

)

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

The calculation of weighted average shares includes all of our outstanding common stock.  The Company intends to settle the principal amount of the 2019 Notes in cash.  As a result, there will be no impact to diluted earnings per share unless the share price of the Company’s common stock exceeds the conversion price of $103.52.

 

8.                                      INCOME TAXES

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

(Amounts in thousands, except rate)

 

(Amounts in thousands, except rate)

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

$

(5,044

)

$

(4,740

)

$

(12,232

)

$

(63,917

)

Effective tax rate

 

15.7

%

25.4

%

18.5

%

194.3

%

 

The lower effective tax rate for the three months ended December 31, 2016, is primarily due to lower discrete charges as compared to the three months ended December 31, 2015.  The lower effective tax rate for the six months ended December 31, 2016, is primarily related to the discrete tax impacts attributable to the Company’s Andacollo transactions and the liquidation of our Chilean subsidiary in the prior year.

 

9.                                      SEGMENT INFORMATION

 

The Company manages its business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests.  Royal Gold’s long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table:

 

 

 

As of December 31, 2016

 

As of June 30, 2016

 

 

 

Stream
interest

 

Royalty
interest

 

Total stream
and royalty
interests, net

 

Stream
interest

 

Royalty
interest

 

Total stream and
royalty interests, 
net

 

Canada

 

$

872,322

 

$

224,590

 

$

1,096,912

 

$

809,692

 

$

228,566

 

$

1,038,258

 

Dominican Republic

 

565,799

 

 

565,799

 

588,502

 

 

588,502

 

Chile

 

359,236

 

453,492

 

812,728

 

369,896

 

453,629

 

823,525

 

Mexico

 

 

112,020

 

112,020

 

 

118,899

 

118,899

 

United States

 

 

169,018

 

169,018

 

 

102,385

 

102,385

 

Africa

 

123,690

 

634

 

124,324

 

88,596

 

697

 

89,293

 

Australia

 

 

39,789

 

39,789

 

 

42,547

 

42,547

 

Other

 

12,032

 

28,706

 

40,738

 

12,029

 

32,649

 

44,678

 

Total

 

$

1,933,079

 

$

1,028,249

 

$

2,961,328

 

$

1,868,715

 

$

979,372

 

$

2,848,087

 

 

 

The Company’s revenue, cost of sales and net revenue by reportable segment for the three and six months ended December 31, 2016 and 2015, is geographically distributed as shown in the following table:

 

13



Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

 

 

Three Months Ended December 31, 2016

 

Three Months Ended December 31, 2015

 

 

 

Revenue

 

Cost of sales

 

Net revenue

 

Revenue

 

Cost of sales

 

Net revenue

 

Streams:

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

31,664

 

$

11,181

 

$

20,483

 

$

42,418

 

$

16,860

 

$

25,558

 

Chile

 

10,985

 

1,746

 

9,239

 

5,718

 

892

 

4,826

 

Dominican Republic

 

26,437

 

8,547

 

17,890

 

9,400

 

2,832

 

6,568

 

Africa

 

4,921

 

1,028

 

3,893

 

9,776

 

1,988

 

7,788

 

Total streams

 

$

74,007

 

$

22,502

 

$

51,505

 

$

67,312

 

$

22,572

 

$

44,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

$

11,530

 

$

 

$

11,530

 

$

10,287

 

$

 

$

10,287

 

United States

 

9,407

 

 

9,407

 

8,484

 

 

8,484

 

Canada

 

5,682

 

 

5,682

 

7,206

 

 

7,206

 

Australia

 

3,230

 

 

3,230

 

2,325

 

 

2,325

 

Africa

 

764

 

 

764

 

474

 

 

474

 

Other

 

2,341

 

 

2,341

 

2,030

 

 

2,030

 

Total royalties

 

$

32,954

 

$

 

$

32,954

 

$

30,806

 

$

 

$

30,806

 

Total streams and royalties

 

$

106,961

 

$

22,502

 

$

84,459

 

$

98,118

 

$

22,572

 

$

75,546

 

 

 

 

Six Months Ended December 31, 2016

 

Six Months Ended December 31, 2015

 

 

 

Revenue

 

Cost of sales

 

Net revenue

 

Revenue

 

Cost of sales

 

Net revenue

 

Streams:

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

70,050

 

$

23,758

 

$

46,292

 

$

65,935

 

$

25,988

 

$

39,947

 

Chile

 

31,154

 

4,744

 

26,410

 

16,433

 

2,496

 

13,937

 

Dominican Republic

 

47,387

 

14,443

 

32,944

 

9,400

 

2,832

 

6,568

 

Africa

 

10,920

 

2,218

 

8,702

 

13,400

 

2,722

 

10,678

 

Total streams

 

$

159,511

 

$

45,163

 

$

114,348

 

$

105,168

 

$

34,038

 

$

71,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

$

21,127

 

$

 

$

21,127

 

$

21,092

 

$

 

$

21,092

 

United States

 

19,113

 

 

19,113

 

18,697

 

 

18,697

 

Chile

 

950

 

 

950

 

 

 

 

Canada

 

11,870

 

 

11,870

 

17,607

 

 

17,607

 

Australia

 

6,692

 

 

6,692

 

4,776

 

 

4,776

 

Africa

 

1,588

 

 

1,588

 

731

 

 

731

 

Other

 

4,058

 

 

4,058

 

4,102

 

 

4,102

 

Total royalties

 

$

65,398

 

$

 

$

65,398

 

$

67,005

 

$

 

$

67,005

 

Total royalties and streams

 

$

224,909

 

$

45,163

 

$

179,746

 

$

172,173

 

$

34,038

 

$

138,135

 

 

10.                               FAIR VALUE MEASUREMENTS

 

FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1:                Quoted prices for identical instruments in active markets;

 

Level 2:                Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

Level 3:                Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table sets forth the Company’s financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.

 

 

 

At December 31, 2016

 

 

 

Carrying

 

Fair Value

 

 

 

Amount

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets (In thousands):

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities(1)

 

$

4,176

 

$

4,176

 

$

4,176

 

$

 

$

 

Warrants(1)

 

$

2,785

 

$

2,785

 

$

 

$

2,785

 

$

 

Total assets

 

 

 

$

6,961

 

$

4,176

 

$

2,785

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities (In thousands):

 

 

 

 

 

 

 

 

 

 

 

Debt(2)

 

$

415,806

 

$

393,865

 

$

393,865

 

$

 

$

 

Total liabilities

 

 

 

$

393,865

 

$

393,865

 

$

 

$

 

 


(1)  Included in Other assets on the Company’s consolidated balance sheets.

(2)  Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million,

which is included within Additional paid-in capital on the Company's consolidated balance sheets.

 

The Company’s marketable equity securities classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets.  The fair value of the Level 1 marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.  The warrants classified within Level 2 of the fair value hierarchy are valued at each reporting period using the Black-Scholes model.  The warrants are part of the term loan funded to Golden Star Resources Ltd. in July 2015 and have been classified as a financial asset instrument.  Any change in the fair value of the warrants at subsequent reporting periods will be recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss).  The Company’s debt classified within Level 1 of the fair value hierarchy is valued using quoted prices in an active market.  The carrying value of the Company’s revolving credit facility (Note 4) approximates fair value as of December 31, 2016.

 

As of December 31, 2016, the Company also had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, intangible assets and other long-lived assets.  For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired.  If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

 

11.                               COMMITMENTS AND CONTINGENCIES

 

Rainy River Gold and Silver Stream Acquisition

 

The Company’s final scheduled payment of $75.0 million as part of its Rainy River gold and silver stream acquisition was made in November 2016.  The Company has no further upfront payments associated with the Rainy River gold and silver stream.

 

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Table of Contents

 

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

Wassa and Prestea Gold Stream Acquisition and Amendment

 

As of December 31, 2016, the Company had a remaining commitment, subject to certain conditions, of $10.0 million as part of its Wassa and Prestea gold stream acquisition (July 2015) and amendment (December 2015).  On January 3, 2017, the Company made the final scheduled payment of $10.0 million.  The Company has no remaining upfront payments associated with the Wassa and Prestea gold stream.

 

Ilovica Gold Stream Acquisition

 

As of December 31, 2016, the Company’s conditional funding schedule for $163.75 million related to its Ilovica gold stream acquisition made in October 2014 remains subject to certain conditions.

 

Voisey’s Bay

 

The Company indirectly owns a royalty on the Voisey’s Bay mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited (“VNL”).  The royalty is directly owned by the Labrador Nickel Royalty Limited Partnership (“LNRLP”), in which the Company’s wholly-owned indirect subsidiary, Voisey’s Bay Holding Corporation, is the general partner and 90% owner.  The remaining 10% interest in LNRLP is owned by Altius Royalty Corporation, a company unrelated to Royal Gold.

 

On December 5, 2014, LNRLP filed amendments to its October 16, 2009 Statement of Claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited, now known as Vale Canada Limited (“Vale Canada”) and its wholly-owned subsidiaries, Vale Inco Atlantic Sales Limited and VNL, related to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey’s Bay mine.  LNRLP asserts that the defendants have incorrectly calculated the NSR since production at Voisey’s Bay began in late 2005, have indicated an intention to calculate the NSR in a manner LNRLP believes will violate the royalty agreement as Voisey’s Bay concentrates are processed at Vale’s new Long Harbour processing facility, and have breached their contractual duties of good faith and honest performance in several ways.  LNRLP requests an order in respect of the correct calculation of future payments, and unspecified damages for non-payment and underpayment of past royalties to the date of the claim, together with additional damages until the date of trial, interest, costs and other damages.  The litigation is in the discovery phase.

 

16



Table of Contents

 

ITEM 2.                                                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations.  Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), recommends that you read this MD&A in conjunction with our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2016 (the “Fiscal 2016 10-K”).

 

This MD&A contains forward-looking information.  You should review our important note about forward-looking statements following this MD&A.

 

We refer to “GSR,” “NSR,” “NVR,” “metal stream (or “stream”)” and other types of royalty or similar interests throughout this MD&A.  These terms are defined in our Fiscal 2016 10-K.

 

Statement Regarding Third Party Information

 

Certain information provided in this report, including production estimates for calendar 2016, has been provided to us by the operators of properties where we own interests or is publicly available information filed by these operators with applicable securities regulatory bodies, including the SEC.  Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for, the accuracy, completeness or fairness of such third-party information and refers the reader to the public reports filed by the operators for information regarding those properties.

 

Overview

 

Royal Gold, together with its subsidiaries, is engaged in the business of acquiring and managing precious metal streams, royalties, and similar interests.  We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests.

 

We manage our business under two segments:

 

Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the term of the agreement.  As of December 31, 2016, we owned stream interests on four producing properties and two development stage properties.  As discussed further in our Fiscal 2016 10-K, we closed and funded approximately $1.4 billion in stream interests in our fiscal year 2016, including stream interests relating to Pueblo Viejo, Andacollo, Wassa and Prestea, and Rainy River.  Stream interests accounted for approximately 69% and 71%, respectively, of our total revenue for the three and six months ended December 31, 2016, and 69% and 61%, respectively, of our total revenue for the three and six months ended December 31, 2015.  We expect stream interests to continue representing a significant proportion of our total revenue.

 

Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.  As of December 31, 2016, we owned royalty interests on 34 producing properties, 20 development stage properties and 131 exploration stage properties, of which we consider 51 to be evaluation stage projects.  We use “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves.  Royalties accounted

 

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for approximately 31% and 29%, respectively, of our total revenue for the three and six months ended December 31, 2016, and 31% and 39%, respectively, of our total revenue for the three and six months ended December 31, 2015.

 

We do not conduct mining operations on the properties in which we hold stream and royalty interests, and except for our interest in the Peak Gold, LLC joint venture, we generally are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

 

In the ordinary course of business, we engage in a continual review of opportunities to acquire existing stream and royalty interests, to establish new streams on operating mines, to create new stream and royalty interests through the financing of mine development or exploration, or to acquire companies that hold stream and royalty interests.  We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

 

Our financial results are primarily tied to the price of gold and, to a lesser extent, the price of silver and copper, together with the amounts of production from our producing stage stream and royalty interests.  The price of gold, silver, copper and other metals has fluctuated widely in recent years.  The marketability and the price of metals are influenced by numerous factors beyond the control of the Company and significant declines in the price of gold, silver or copper could have a material and adverse effect on the Company’s results of operations and financial condition.

 

For the three and six months ended December 31, 2016 and 2015, gold, silver and copper price averages and percentage of revenue by metal were as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

December 31, 2015

 

Metal

 

Average
Price

 

Percentage
of Revenue

 

Average
Price

 

Percentage
of Revenue

 

Average
Price

 

Percentage
of Revenue

 

Average
Price

 

Percentage
of Revenue

 

Gold ($/ounce)

 

$

1,222

 

84

%

$

1,106

 

90

%

$

1,280

 

86

%

$

1,116

 

86

%

Silver ($/ounce)

 

$

17.19

 

11

%

$

14.77

 

2

%

$

18.42

 

9

%

$

14.84

 

2

%

Copper ($/pound)

 

$

2.39

 

3

%

$

2.22

 

3

%

$

2.28

 

3

%

$

2.30

 

4

%

Other

 

N/A

 

2

%

N/A

 

5

%

N/A

 

2

%

N/A

 

8

%

 

Recent Business Developments

 

Mount Milligan Stream Amendment

 

On October 20, 2016, Centerra Gold Inc. (“Centerra”) and Thompson Creek Metals Company Inc. (“Thompson Creek”) completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek.  RGLD Gold AG’s (“RGLD Gold”) streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement.

 

Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream.  RGLD Gold will continue to pay $435 per ounce of gold delivered and will pay 15% of the spot price per metric tonne of copper delivered.

 

Mount Milligan gold in concentrate in transit prior to October 20, 2016 will be delivered to RGLD Gold under the current 52.25% stream.  Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement, and RGLD Gold expects to begin receiving gold and copper deliveries reflecting the amended stream agreement around March 2017.

 

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In connection with the amendment, RGLD Gold’s first ranking security over 52.25% of gold produced from the Mount Milligan assets was amended to provide for first ranking security over 35% of produced gold and 18.75% of produced copper.  RGLD Gold’s other existing security over the Mount Milligan assets remains unaffected.

 

Acquisition of Additional Royalty Interests at Cortez

 

On September 19, 2016, Royal Gold, through its wholly-owned subsidiary, Denver Mining Finance Company, Inc., acquired a 3.75% Net Value Royalty (“NVR”) covering a significant area of Barrick Gold Corporation’s (“Barrick”) Cortez mine, including the Crossroads deposit, from a private party seller for total consideration of $70 million.  With this acquisition, Royal Gold’s interests at Cortez Crossroads comprise a 4.46% NVR and a 5% sliding-scale Gross Smelter Return (“GSR”) royalty at current gold prices.  Royal Gold’s interests on production from the Pipeline and South Pipeline deposits as well as portions of the Gap deposit are comprised of a 4.85% NVR and a 5.71% GSR royalty at current gold prices.

 

As of December 31, 2015, proven and probable reserves subject to Royal Gold’s interests at Cortez were estimated at 3.7 million ounces of gold, including approximately 3 million gold ounces at Crossroads.  Waste stripping at Crossroads is underway and production is expected to begin in calendar 2018.

 

Principal Stream and Royalty Interests

 

The Company considers both historical and future potential revenues in determining which stream and royalty interests in our portfolio are principal to our business.  Estimated future potential revenues from both producing and development properties are based on a number of factors, including reserves subject to our stream and royalty interests, production estimates, feasibility studies, metal price assumptions, mine life, legal status and other factors and assumptions, any of which could change and could cause the Company to conclude that one or more of such stream and royalty interests are no longer principal to our business.  Currently, our principal producing and development stream and royalty interests are listed alphabetically in the following tables.

 

Please refer to our Fiscal 2016 10-K for further discussion of our principal producing and development stream and royalty interests.

 

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Principal Producing Properties

 

 

 

 

 

 

 

Stream or royalty interests

Mine

 

Location

 

Operator

 

(Gold unless otherwise stated)

Andacollo

 

Region IV, Chile

 

Compañía Minera Teck Carmen de Andacollo (“Teck”)

 

Gold stream - 100% of gold produced (until 900,000 ounces delivered; 50% thereafter)

Cortez

 

Nevada, USA

 

Barrick

 

GSR1: 0.40% to 5.0% sliding-scale GSR

 

 

 

 

 

 

GSR2: 0.40% to 5.0% sliding-scale GSR

 

 

 

 

 

 

GSR3: 0.71% GSR

 

 

 

 

 

 

NVR1: 4.83% NVR; 4.43% NVR (Crossroads)

Mount Milligan(1)

 

British Columbia, Canada

 

Centerra

 

Gold stream - 35.00% of payable gold Copper stream - 18.75% of payable copper

Peñasquito

 

Zacatecas, Mexico

 

Goldcorp Inc. (“Goldcorp”)

 

2.0% NSR (gold, silver, lead, zinc)

Pueblo Viejo

 

Sanchez Ramirez, Domincan Republic

 

Barrick (60%)

 

Gold stream - 7.5% of gold produced (until 990,000 ounces delivered; 3.75% thereafter) Silver stream - 75% of silver produced (until 50.0 million ounces delivered; 37.5% thereafter)

Wassa and Prestea(2)

 

Western Region of Ghana

 

Golden Star Resources Ltd. (“Golden Star”)

 

Gold stream - 9.25% of gold produced

 


(1)             Refer to Recent Business Developments above for discussion on the amendment to our Mount Milligan stream.  The Company’s gold stream interest was 52.25% prior to October 20, 2016.  Pursuant to the amendment to the Mount Milligan streaming agreement, the Company has a 35.0% gold stream and a 18.75% copper stream.  Mount Milligan gold in concentrate in transit prior to October 20, 2016, was delivered to RGLD Gold under the 52.25% stream.

 

(2)             Gold stream percentage increases to 10.5% upon the earlier of (i) December 31, 2017 or (ii) the date at which Wassa and Prestea underground projects achieve commercial production.

 

Principal Development Stage Properties

 

 

 

 

 

 

 

Stream or royalty interests

Mine

 

Location

 

Operator

 

(Gold unless otherwise stated)

Rainy River

 

Ontario, Canada

 

New Gold, Inc. (“New Gold”)

 

Gold stream - 6.5% of gold produced (until 230,000 ounces delivered; 3.25% thereafter)

Silver stream - 60% of silver produced (until 3.1 million ounces delivered; 30% thereafter)

Pascua-Lama

 

Region III, Chile

 

Barrick

 

0.78% to 5.45% sliding-scale NSR

1.09% fixed rate royalty (copper)

 

Operators’ Production Estimates by Stream and Royalty Interest for Calendar 2016

 

We received annual production estimates from many of the operators of our producing mines during the first calendar quarter of 2016.  The following table shows such production estimates for our principal producing properties for calendar 2016 as well as the actual production reported to us by the various operators through December 31, 2016.  The estimates and production reports are prepared by the operators of the mining properties.  We do not participate in the preparation or calculation of the operators’ estimates or production reports and have not independently assessed or verified the accuracy of such information.  Please refer to “Property Developments” below within this MD&A for further discussion on our principal producing or development stage properties.

 

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Operators’ Estimated and Actual Production by Stream and Royalty Interest for Calendar 2016

Principal Producing Properties

For the period January 1, 2016 through December 31, 2016

 

 

 

Calendar 2016 Operator’s Production Estimate(1)

 

Calendar 2016 Operator’s Production
Actual
(2)

 

 

 

Gold

 

Silver

 

Base Metals

 

Gold

 

Silver

 

Base Metals

 

Stream/Royalty

 

(oz.)

 

(oz.)

 

(lbs.)

 

(oz.)

 

(oz.)

 

(lbs.)

 

Stream:

 

 

 

 

 

 

 

 

 

 

 

 

 

Andacollo(3)

 

57,600

 

 

 

53,300

 

 

 

Mount Milligan(4)

 

240,000-270,000

 

 

 

204,500

 

 

 

Pueblo Viejo(5)

 

670,000-700,000

 

Not provided

 

 

 

700,000

 

Not provided

 

 

Wassa and Prestea

 

180,000-205,000

 

 

 

 

 

194,100

 

 

 

 

 

Royalty:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cortez GSR1

 

119,200

 

 

 

67,000

 

 

 

Cortez GSR2

 

1,300

 

 

 

3,700

 

 

 

Cortez GSR3

 

120,500

 

 

 

70,700

 

 

 

Cortez NVR1

 

68,900

 

 

 

41,000

 

 

 

Peñasquito(6)

 

520,000-580,000

 

22-24 million

 

 

465,000

 

N/A

 

 

Lead(6)

 

 

 

 

 

145-155 million

 

 

 

 

 

N/A

 

Zinc(6)

 

 

 

 

 

375-400 million

 

 

 

 

 

N/A

 

 


(1)             Production estimates received from our operators are for calendar 2016.  Please refer to our cautionary statement regarding third party information at the beginning of this MD&A.  There can be no assurance that production estimates received from our operators will be achieved.  Please refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of our Fiscal 2016 10-K for information regarding factors that could affect actual results.

 

(2)             Actual production figures shown are from our operators and cover the period January 1, 2016 through December 31, 2016, unless otherwise noted.

 

(3)             The estimated and actual production figures shown for Andacollo are contained gold in concentrate.

 

(4)             The estimated and actual production figures shown for Mount Milligan are payable gold in concentrate.

 

(5)             The estimated and actual production figures shown are payable gold in doré and represent Barrick’s 60% interest in Pueblo Viejo.

 

(6)             The estimated gold and silver production figures reflect payable gold and silver in concentrate and doré, while the estimated lead and zinc production figures reflect payable metal in concentrate.  Actual calendar year ended December 31, 2016, information for silver, lead and zinc was not available from the operator as of the date of this report.  Actual silver, lead and zinc production for the nine months ended September 30, 2016 was 13.1 million ounces, 79.8 million pounds and 184.6 million pounds, respectively.

 

Property Developments

 

The following property development information is provided by the operators of the property, either to Royal Gold or in various documents made publicly available.

 

Stream Interests

 

Andacollo

 

Gold stream deliveries from Andacollo were approximately 9,200 ounces of gold for the three months ended December 31, 2016, compared to approximately 10,100 ounces for the three months ended December 31, 2015.  Teck indicated earlier that major plant maintenance was deferred to later in calendar 2016.

 

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Mount Milligan

 

Gold stream deliveries from Mount Milligan were approximately 23,500 ounces for the three months ended December 31, 2016, compared to approximately 38,700 ounces for the three months ended December 31, 2015.

 

Commissioning of the secondary crusher commenced in October 2016, and once complete, Centerra expects the permanent secondary crushing plant to increase throughput to 62,500 tonnes per day. Centerra continues to focus on optimizing the mine and mill to gradually increase gold and copper recoveries.  Process improvement opportunities under consideration by Centerra include additional flotation and regrind capacity, development of a geo-metallurgical model and leaching of the flotation tailings.

 

For calendar 2017, Centerra forecasts payable gold production of 260,000 to 290,000 ounces, which is an increase from actual calendar year 2016 gold production of approximately 204,500 ounces.  Centerra forecasts calendar 2017 payable copper production of 55 million to 65 million pounds, which is in-line with actual calendar year 2016 copper production of approximately 58.5 million pounds.  Centerra expects approximately 35% of the calendar 2017 gold production at Mount Milligan during the fourth calendar quarter.

 

Please refer to “Recent Business Developments” earlier in this MD&A for discussion on amendments to our Mount Milligan stream.

 

Pueblo Viejo

 

Gold stream deliveries from Pueblo Viejo were approximately 15,600 ounces of gold for the three months ended December 31, 2016, compared to approximately 20,600 ounces for the three months ended December 31, 2015.  RGLD Gold began receiving gold deliveries in December 2015 and benefited from production for the period July 1 to September 30, 2015, during the prior year quarter, per the stream agreement.

 

Silver stream deliveries were approximately 322,500 ounces of silver for the three months ended December 31, 2016.  RGLD Gold began receiving silver deliveries during the quarter ended March 31, 2016.

 

Rainy River

 

In November 2016, New Gold reported they received regulatory approval for their revised tailing management facility design, allowing for the recommencement of facility construction.  New Gold targets first production at Rainy River in September 2017 and expects commercial production on November 1, 2017.

 

The Company’s final scheduled payment of $75.0 million as part of its Rainy River gold and silver stream acquisition was made in November 2016.  The Company has no further upfront payment obligations associated with the Rainy River gold and silver stream.

 

Wassa and Prestea

 

Gold stream deliveries from Wassa and Prestea were approximately 4,300 ounces for the three months ended December 31, 2016, compared to approximately 6,300 ounces for the three months ended December 31, 2015.  The prior year quarter gold stream deliveries from Wassa and Prestea benefited from the inclusion of two-thirds of the ounces for production associated with April 2015 through July 2015, per the stream agreement.

 

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On January 1, 2017, Golden Star announced commercial production at Wassa underground was achieved and that gold production from the Wassa underground operation is anticipated to continue ramping up during calendar 2017.  The Prestea underground project is currently in development, and Golden Star expects first production at the Prestea underground project in mid-calendar 2017.  The open pit operations at Wassa and Prestea continued to be the primary source of production during the December 2016 quarter.

 

For calendar 2017, Golden Star forecasts annual gold production of 255,000 to 280,000 ounces, which is an increase from actual calendar year 2016 gold production of approximately 194,000 ounces.  The Company made its final scheduled upfront payment ($10.0 million) to Golden Star in January 2017.

 

Royalty Interests

 

Cortez

 

Production attributable to our royalty interest at Cortez decreased approximately 15% over the prior year quarter.  Waste stripping at Crossroads, which is subject to our royalty interest, restarted in October 2016 and is currently ongoing.

 

Please refer to “Recent Business Developments” earlier in this MD&A for discussion on the acquisition of additional royalty interests at Cortez.

 

Peñasquito

 

Gold, silver, lead and zinc production attributable to our royalty interest at Peñasquito decreased approximately 5%, 27%, 19% and 28%, respectively, during the three months ended December 31, 2016, when compared to the three months ended December 31, 2015.

 

Goldcorp reported that the Northern Well Field project, which will satisfy Peñasquito’s long-term water requirements, reached full design capacity during the December 2016 quarter.  Goldcorp also reported that the Pyrite Leach Project, which is expected to increase gold and silver production, continues to advance, and that the first production from the facility is expected during the March 2019 quarter.

 

For calendar 2017, Goldcorp forecasts annual gold production of approximately 410,000 ounces.

 

Results of Operations

 

Quarter Ended December 31, 2016, Compared to Quarter Ended December 31, 2015

 

For the quarter ended December 31, 2016, we recorded net income attributable to Royal Gold stockholders of $28.1 million, or $0.43 per basic and diluted share, as compared to a net income attributable to Royal Gold stockholders of $15.1 million, or $0.23 per basic and diluted share, for the quarter ended December 31, 2015.  The increase in our earnings per share in the current period was primarily attributable to an increase in revenue and other income items, both as discussed below.

 

For the quarter ended December 31, 2016, we recognized total revenue of $107.0 million, which is comprised of stream revenue of $74.0 million and royalty revenue of $33.0 million at an average gold price of $1,222 per ounce, an average silver price of $17.19 per ounce and an average copper price of $2.39 per pound.  This is compared to total revenue of $98.1 million for the three months ended December 31, 2015, which was comprised of stream revenue of $67.3 million and royalty revenue of $30.8 million, at an average gold price of $1,106 per ounce, an average silver price of $14.77 per ounce and an average copper price of $2.22 per pound for the quarter ended December 31, 2015.  Revenue and the corresponding production attributable to our stream and royalty interests for the quarter ended December 31, 2016 compared to the quarter ended December 31, 2015 is as follows:

 

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Table of Contents

 

Revenue and Reported Production Subject to Our Stream and Royalty Interests

Quarter Ended December 31, 2016 and 2015

(In thousands, except reported production ozs. and lbs.)

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

 

 

December 31, 2016

 

December 31, 2015

 

 

 

 

 

 

 

Reported

 

 

 

Reported

 

Stream/Royalty

 

Metal(s)

 

Revenue

 

Production(1)

 

Revenue

 

Production(1)

 

Stream(2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mount Milligan

 

Gold

 

$

31,664

 

25,700

 

oz.

 

$

42,294

 

38,700

 

oz.

 

Pueblo Viejo(3)

 

 

 

$

26,437

 

 

 

 

 

$

9,400

 

 

 

 

 

 

 

Gold

 

 

 

13,700

 

oz.

 

 

 

8,800

 

oz.

 

 

 

Silver

 

 

 

543,300

 

oz.

 

 

 

N/A

 

 

 

Andacollo

 

Gold

 

$

10,985

 

9,200

 

oz.

 

$

5,718

 

5,200

 

oz.

 

Wassa and Prestea

 

Gold

 

$

4,921

 

4,000

 

oz.

 

$

9,776

 

8,800

 

oz.

 

Other(4)

 

Gold

 

$

 

N/A

 

 

 

$

124

 

100

 

oz.

 

Total stream revenue

 

 

 

$

74,007

 

 

 

 

 

$

67,312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty(2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peñasquito

 

 

 

$

7,134

 

 

 

 

 

$

6,952

 

 

 

 

 

 

 

Gold

 

 

 

185,400

 

oz.

 

 

 

195,400

 

oz.

 

 

 

Silver

 

 

 

5.0

 

Moz.

 

 

 

6.8

 

Moz.

 

 

 

Lead

 

 

 

33.6

 

Mlbs.

 

 

 

41.7

 

Mlbs.

 

 

 

Zinc

 

 

 

70.5

 

Mlbs.

 

 

 

98.0

 

Mlbs.

 

Cortez

 

Gold

 

$

1,834

 

14,500

 

oz.

 

$

1,175

 

17,000

 

oz.

 

Other(4)

 

Various

 

$

23,986

 

N/A

 

 

 

$

22,679

 

N/A

 

 

 

Total royalty revenue

 

 

 

$

32,954

 

 

 

 

 

$

30,806

 

 

 

 

 

Total Revenue

 

 

 

$

106,961

 

 

 

 

 

$

98,118

 

 

 

 

 

 


(1)             Reported production relates to the amount of metal sales, subject to our stream and royalty interests, for the three months ended December 31, 2016 and 2015, and may differ from the operators’ public reporting.

 

(2)             Refer to “Recent Business Developments” and “Property Developments” above for further discussion on our principal stream interests.

 

(3)             The gold and silver streams at Pueblo Viejo were acquired during the three months ended September 30, 2015.  The first gold and silver stream deliveries were in December 2015 and March 2016, respectively.

 

(4)             Individually, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

 

The increase in our total revenue for the three months ended December 31, 2016, compared with the three months ended December 31, 2015, resulted primarily from an increase in our stream revenue and an increase in the average gold and silver prices.  The increase in our stream revenue was primarily attributable to increased gold production and new silver production from our Pueblo Viejo gold and silver stream.  Our first gold stream delivery from Pueblo Viejo was in December 2015, while our first silver stream delivery from Pueblo Viejo was in March 2016.  The increase in stream revenue at Pueblo Viejo was partially offset by a production decrease at Mount Milligan.  Gold and silver ounces purchased and sold during the three months ended December 31, 2016 and 2015, and gold and silver ounces in inventory as of December 31, 2016, and June 30, 2016, for our streaming interests were as follows:

 

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Table of Contents

 

 

 

Three Months Ended

 

Three Months Ended

 

As of

 

As of

 

 

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

June 30, 2016

 

Gold Stream

 

Purchases (oz.)

 

Sales (oz.)

 

Purchases (oz.)

 

Sales (oz.)

 

Inventory (oz.)

 

Inventory (oz.)

 

Mount Milligan

 

23,500

 

25,700

 

38,700

 

38,700

 

6,300

 

7,500

 

Pueblo Viejo

 

15,600

 

13,700

 

20,600

 

8,800

 

15,600

 

11,000

 

Andacollo

 

9,200

 

9,200

 

10,100

 

5,200

 

100

 

 

Wassa and Prestea

 

4,300

 

4,000

 

6,300

 

8,800

 

1,600

 

1,300

 

Phoenix Gold

 

 

 

100

 

100

 

 

 

Total

 

52,600

 

52,600

 

75,800

 

61,600

 

23,600

 

19,800

 

 

 

 

Three Months Ended

 

Three Months Ended

 

As of

 

As of

 

 

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

June 30, 2016

 

Silver Stream

 

Purchases (oz.)

 

Sales (oz.)

 

Purchases (oz.)

 

Sales (oz.)

 

Inventory (oz.)

 

Inventory (oz.)

 

Pueblo Viejo

 

322,500

 

543,300

 

N/A

 

N/A

 

322,900

 

323,700

 

 

 

 

Our royalty revenue increased during the quarter ended December 31, 2016, compared with the quarter ended December 31, 2015, primarily due to an increase in the average gold and silver prices during the current period.  Please refer to “Recent Business Developments” and “Property Developments” earlier within this MD&A for further discussion on recent developments regarding properties covered by certain of our stream and royalty interests.

 

General and administrative expenses increased to $7.5 million for the three months ended December 31, 2016 from $5.8 million for the three months ended December 31, 2015.  The increase during the current quarter was primarily due to an increase in non-cash stock based compensation expense and legal and litigation costs.

 

Interest and other income increased to $7.5 million for the three months ended December 31, 2016 from $0.4 million for the three months ended December 31, 2015.  The increase was primarily due to a gain recognized on consideration received as part of the termination of our Phoenix Gold Project streaming interest.  In exchange for the termination of the Phoenix Gold Project streaming interest, the Company received approximately three million common shares of Rubicon Minerals Corporation (“Rubicon”), the operator of the Phoenix Gold Project.  The fair value of the Rubicon common shares, and corresponding gain, received upon exchange was approximately $3.4 million.  The increase in interest and other income was also due to consideration received as part of a legal settlement and termination of a non-principal royalty of approximately $2.8 million.

 

During the three months ended December 31, 2016, we recognized income tax expense totaling $5.0 million compared with income tax expense of $4.7 million during the three months ended December, 2015.  This resulted in an effective tax rate of 15.7% in the current period, compared with 25.4% in the quarter ended December 31, 2015.  The decrease in the effective tax rate for the three months ended December 31, 2016 is primarily related to lower discrete period charges as compared to the prior period.

 

Six Months Ended December 31, 2016, Compared to Six Months Ended December 31, 2015

 

For the six months ended December 31, 2016, we recorded net income attributable to Royal Gold stockholders of $57.9 million, or $0.89 per basic share and $0.88 per diluted share, as compared to a net loss attributable to Royal Gold stockholders of $29.9 million, or ($0.46) per basic and diluted share, for the six months ended December 31, 2015.  The increase in our earnings per share in the current period was primarily attributable to an increase in our revenue, as discussed below, and the impact of $56 million of additional tax expense in the prior period related to the termination of the Andacollo royalty interest and the liquidation of our Chilean subsidiary.  The effect of the tax expense attributable to the termination of the Andacollo royalty interest during the quarter ended September 30, 2015, was $0.86 per share.

 

For the six months ended December 31, 2016, we recognized total revenue of $224.9 million, which is comprised of stream revenue of $159.5 million and royalty revenue of $65.4 million, at an average gold

 

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price of $1,280 per ounce, an average silver price of $18.42 per ounce and an average copper price of $2.28 per pound.  This is compared to total revenue of $172.2 million for the six months ended December 31, 2015, which is comprised of stream revenue of $105.2 million and royalty revenue of $67.0 million, at an average gold price of $1,116 per ounce, an average silver price of $14.84 per ounce and an average copper price of $2.30 per pound for the six months ended December 31, 2015.  Revenue and the corresponding production attributable to our stream and royalty interests for the six months ended December 31, 2016 compared to the six months ended December 31, 2015 is as follows:

 

Revenue and Reported Production Subject to Our Royalty and Stream Interests

Six Months Ended December, 2016 and 2015

(In thousands, except reported production ozs. and lbs.)

 

 

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

 

 

December 31, 2016

 

December 31, 2015

 

 

 

 

 

 

 

Reported

 

 

 

Reported

 

Stream/Royalty

 

Metal(s)

 

Revenue

 

Production(1)

 

Revenue

 

Production(1)

 

Stream:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mount Milligan

 

Gold

 

$

70,050

 

54,600

 

oz.

 

$

65,758

 

59,600

 

oz.

 

Pueblo Viejo(3)

 

 

 

$

47,387

 

 

 

 

 

$

9,400

 

 

 

 

 

 

 

Gold

 

 

 

24,600

 

oz.

 

 

 

8,800

 

oz.

 

 

 

Silver

 

 

 

866,600

 

oz.

 

 

 

N/A

 

 

 

Andacollo

 

Gold

 

$

31,154

 

24,400

 

oz.

 

$

16,433

 

14,700

 

oz.

 

Wassa and Prestea

 

Gold

 

$

10,920

 

8,600

 

oz.

 

$

13,400

 

12,000

 

oz.

 

Other(4)

 

Gold

 

$

 

N/A

 

 

 

$

177

 

200

 

oz.

 

Total stream revenue

 

 

 

$

159,511

 

 

 

 

 

$

105,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peñasquito

 

 

 

$

12,955

 

 

 

 

 

$

14,998

 

 

 

 

 

 

 

Gold

 

 

 

285,500

 

oz.

 

 

 

421,900

 

oz.

 

 

 

Silver

 

 

 

10.3

 

Moz.

 

 

 

14.1

 

Moz.

 

 

 

Lead

 

 

 

66.6

 

Mlbs.

 

 

 

90.8

 

Mlbs.

 

 

 

Zinc

 

 

 

143.5

 

Mlbs.

 

 

 

216.7

 

Mlbs.

 

Cortez

 

Gold

 

$

3,874

 

36,300

 

oz.

 

$

2,987

 

39,600

 

oz.

 

Other(4)

 

Various

 

$

48,569

 

N/A

 

 

 

$

49,020

 

N/A

 

 

 

Total royalty revenue

 

 

 

$

65,398

 

 

 

 

 

$

67,005

 

 

 

 

 

Total Revenue

 

 

 

$

224,909

 

 

 

 

 

$

172,173

 

 

 

 

 

 


(1)             Reported production relates to the amount of metal sales, subject to our royalty and stream interests, for the six months ended December 31, 2016 and 2015, and may differ from the operators’ public reporting.

 

(2)             Refer to “Recent Business Developments” and “Property Developments” above for further discussion on our principal stream interests.

 

(3)             The gold and silver streams at Pueblo Viejo were acquired during the three months ended September 30, 2015.  The first gold and silver stream deliveries were in December 2015 and March 2016, respectively.

 

(4)             Individually, no stream or royalty included within the “Other” category contributed greater than 5% of our total revenue for either period.

 

The increase in our total revenue for the six months ended December 31, 2016, compared with the six months ended December 31, 2015, resulted primarily from an increase in our stream revenue and an increase in the average gold and silver prices.  The increase in our stream revenue was primarily attributable to increased gold production and new silver production from our Pueblo Viejo gold and silver stream.  Our first gold stream delivery from Pueblo Viejo was in December 2015, while the first silver stream delivery from Pueblo Viejo was in March 2016.  The increase in stream revenue at Pueblo Viejo was partially offset by a production decrease at Mount Milligan.

 

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Gold and silver ounces purchased and sold during the six months ended December 31, 2016 and 2015, gold and silver ounces in inventory as of December 31, 2016, and June 30, 2016, for our streaming interests were as follows:

 

 

 

Six Months Ended

 

Six Months Ended

 

As of

 

As of

 

 

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

June 30, 2016

 

Gold Stream

 

Purchases (oz.)

 

Sales (oz.)

 

Purchases (oz.)

 

Sales (oz.)

 

Inventory (oz.)

 

Inventory (oz.)

 

Mount Milligan

 

53,400

 

54,600

 

62,400

 

59,600

 

6,300

 

7,500

 

Pueblo Viejo

 

29,200

 

24,600

 

20,600

 

8,800

 

15,600

 

11,000

 

Andacollo

 

24,500

 

24,400

 

19,800

 

14,700

 

100

 

 

Wassa and Prestea

 

8,900

 

8,600

 

12,700

 

12,000

 

1,600

 

1,300

 

Phoenix Gold

 

 

 

200

 

200

 

 

 

Total

 

116,000

 

112,200

 

115,700

 

95,300

 

23,600

 

19,800

 

 

 

 

Six Months Ended

 

Six Months Ended

 

As of

 

As of

 

 

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

June 30, 2016

 

Silver Stream

 

Purchases (oz.)

 

Sales (oz.)

 

Purchases (oz.)

 

Sales (oz.)

 

Inventory (oz.)

 

Inventory (oz.)

 

Pueblo Viejo

 

865,800

 

866,600

 

N/A

 

N/A

 

322,900

 

323,700

 

 

Cost of sales were approximately $45.2 million for the six months ended December 31, 2016, compared to $34.0 million for the six months ended December 31, 2015.  The increase is primarily attributable to an increase in gold production and new silver stream production at Pueblo Viejo, which resulted in additional cost of sales of approximately $11.6 million.  Cost of sales is specific to our stream agreements and is the result of RGLD Gold’s purchase of gold and silver for a cash payment.  The cash payment for Mount Milligan is the lesser of $435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold or silver spot price near the date of metal delivery.

 

General and administrative expenses increased to $18.0 million for the six months ended December 31, 2016, from $15.4 million for the six months ended December 31, 2015.  The increase during the current period was primarily due to an increase in legal and litigation costs ($1.5 million) and an increase in non-cash stock based compensation expense ($1.0 million).

 

Depreciation, depletion and amortization increased to $79.6 million for the six months ended December 31, 2016, from $67.6 million for the six months ended December 31, 2015.  The increase was primarily attributable to increased gold sales and new silver sales from our gold and silver streams at Pueblo Viejo, which resulted in additional depletion of approximately $17.1 million during the current period.  This increase was partially offset by a decrease in depletion expense on our Voisey’s Bay royalty of approximately $6.8 million, which is due to the ongoing dispute related to the calculation of the NSR royalty (see Note 11 of our notes to consolidated financial statements).

 

Interest and other income increased to $9.0 million for the six months ended December 31, 2016, from $0.6 million for the six months ended December 31, 2015.  The increase was primarily due to a gain recognized on consideration received as part of the termination of our Phoenix Gold Project streaming interest.  In exchange for the termination of the Phoenix Gold Project streaming interest, the Company received approximately three million common shares of Rubicon, the operator of the Phoenix Gold Project.  The fair value of the Rubicon common shares, and corresponding gain, received upon exchange was approximately $3.4 million.  The increase in interest and other income was also due to consideration received as part of a legal settlement and termination of a non-principal royalty of approximately $2.8 million.

 

During the six months ended December 31, 2016, we recognized income tax expense totaling $12.2 million compared with $63.9 million during the six months ended December 31, 2015.  This resulted in an effective tax rate of 18.5% in the current period, compared with 194.3% during the six months ended December 31, 2015.  The decrease in the effective tax rate for the six months ended December 31, 2016 is

 

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primarily related to the discrete tax impacts attributable to the Company’s Andacollo transactions and the liquidation of our Chilean subsidiary during the three months ended September 30, 2015.

 

Liquidity and Capital Resources

 

Overview

 

At December 31, 2016, we had current assets of $136.2 million compared to current liabilities of $22.3 million resulting in working capital of $113.9 million and a current ratio of 6 to 1.  This compares to current assets of $164.8 million and current liabilities of $22.7 million at June 30, 2016, resulting in working capital of $142.1 million and a current ratio of approximately 7 to 1.  The decrease in our current ratio was primarily attributable to a decrease in our cash and equivalents during the current period.  Please refer to “Summary of Cash Flows” below for further discussion on changes to our cash and equivalents during the period.

 

During the quarter ended December 31, 2016, liquidity needs were met from $84.5 million in net revenue and our available cash resources.  The $70 million acquisition of additional royalty interests at Cortez, as discussed above, was funded from our revolving credit facility during the quarter ended September 30, 2016.

 

As of December 31, 2016, the Company had $305 million available and $345 million outstanding under its revolving credit facility.  Working capital, combined with the Company’s undrawn revolving credit facility, resulted in approximately $418.9 million of total available liquidity at December 31, 2016.  The Company was in compliance with each financial covenant as of December 31, 2016.  Refer to Note 4 of our notes to consolidated financial statements for further discussion on our debt.

 

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service, general and administrative expense costs and capital expenditures for the foreseeable future.  Our current financial resources are also available to fund dividends and for acquisitions of stream and royalty interests, including the remaining conditional funding incurred in connection with the Ilovica stream acquisition and the Peak Gold joint venture.  Our long-term capital requirements are primarily affected by our ongoing acquisition activities.  The Company currently, and generally at any time, has acquisition opportunities in various stages of active review.  In the event of one or more substantial stream and royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary.

 

Please refer to our risk factors included in Part 1, Item 1A of our Fiscal 2016 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of certain risks that may impact the Company’s liquidity and capital resources.

 

Summary of Cash Flows

 

Operating Activities

 

Net cash provided by operating activities totaled $124.8 million for the six months ended December 31, 2016, compared to $54.6 million for the six months ended December 31, 2015.  The increase was primarily due to an increase in proceeds received from our stream and royalty interests, net of production taxes and cost of sales, of approximately $35.3 million.  The increase was also due to a decrease in income taxes paid of approximately $38.4 million, which resulted from $47.7 million of cash taxes paid for the termination of the Andacollo royalty during the prior year period, partially offset by $9.7 million of cash taxes paid to taxing authorities, as a condition for appealing an assessment, during the current period.

 

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Investing Activities

 

Net cash used in investing activities totaled $191.0 million for the six months ended December 31, 2016, compared to cash used in investing activities of $1.0 billion for the six months ended December 31, 2015.  The decrease in cash used in investing activities is primarily due to a decrease in acquisitions of stream and royalty interests in mineral properties compared to the prior year period (primarily the Pueblo Viejo and Andacollo stream acquisitions).  Refer to “Recent Business Developments” above for further discussion on our recently acquired royalty interests.

 

Financing Activities

 

Net cash provided by financing activities totaled $33.6 million for the six months ended December 31, 2016, compared to cash provided by financing activities of $320.4 million for the six months ended December 31, 2015.  The decrease in cash provided by financing activities is primarily due to the Company’s $350 million borrowing under its revolving credit facility to fund stream acquisitions during the prior year period.

 

Recently Adopted Accounting Standards and Critical Accounting Policies

 

There were no new accounting standards adopted during the three and six months ended December 31, 2016.  Refer to Note 1 of our notes to consolidated financial statements for further discussion on recently issued accounting standards.  Refer to our Fiscal 2016 10-K for discussion on our critical accounting policies.

 

Forward-Looking Statements

 

Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  With the exception of historical matters, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein.  Such forward-looking statements include, without limitation, statements regarding projected production estimates and estimates pertaining to timing and commencement of production from the operators of properties where we hold stream and royalty interests; statements related to ongoing developments and expected developments at properties where we hold stream and royalty interests; effective tax rate estimates; the adequacy of financial resources and funds to cover anticipated expenditures for debt service and general and administrative expenses as well as costs associated with exploration and business development and capital expenditures, expected delivery dates of gold, silver, copper and other metals, and our expectation that substantially all our revenues will be derived from stream and royalty interests.  Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements, which speak only as of the date the statement is made.  Do not unduly rely on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

 

·                  a low price environment for gold and other metal prices on which our stream and royalty interests are paid or a low price environment for the primary metals mined at properties where we hold stream and royalty interests;

 

·                  the production at or performance of properties where we hold stream and royalty interests, and variation of actual performance from the production estimates and forecasts made by the operators of these properties;

 

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·                  the ability of operators to bring projects, particularly development stage properties, into production on schedule or operate in accordance with feasibility studies;

 

·                  acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the properties where we hold stream and royalty interests;

 

·                  challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of indigenous populations, non-governmental organizations or other third parties;

 

·                  liquidity or other problems our operators may encounter, including shortfalls in the financing required to complete construction and a bring a mine into production;

 

·                  decisions and activities of the operators of properties where we hold stream and royalty interests;

 

·                  hazards and risks at the properties where we hold stream and royalty interests that are normally associated with developing and mining properties, including unanticipated grade, continuity and geological, metallurgical, processing or other problems, mine operating and ore processing facility problems, pit wall or tailings dam failures, industrial accidents, environmental hazards and natural catastrophes such as floods or earthquakes and access to raw materials, water and power;

 

·                  changes in operators’ mining, processing and treatment techniques, which may change the production of minerals subject to our stream and royalty interests;

 

·                  changes in the methodology employed by our operators to calculate our stream and royalty interests in accordance with the agreements that govern them;

 

·                  changes in project parameters as plans of the operators of properties where we hold stream and royalty interests are refined;

 

·                  accuracy of and decreases in estimates of reserves and mineralization by the operators of properties where we hold stream and royalty interests;

 

·                  contests to our stream and royalty interests and title and other defects to the properties where we hold stream and royalty interests;

 

·                  adverse effects on market demand for commodities, the availability of financing, and other effects from adverse economic and market conditions;

 

·                  future financial needs of the Company and the operators of properties where we hold stream or royalty interests;

 

·                  federal, state and foreign legislation governing us or the operators of properties where we hold stream and royalty interests;

 

·                  the availability of stream and royalty interests for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

 

·                  our ability to make accurate assumptions regarding the valuation, timing and amount of revenue to be derived from our stream and royalty interests when evaluating acquisitions;

 

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·                  risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, validity of security interests, environmental, governmental consents for granting interests in exploration and exploration licenses, real estate, contract and permitting laws, currency fluctuations, expropriation of property, repatriation of earnings, taxation, price controls, inflation, import and export regulations, community unrest and labor disputes, endemic health issues, corruption, enforcement and uncertain political and economic environments;

 

·                  changes in laws governing us, the properties where we hold stream and royalty interests or the operators of such properties;

 

·                  risks associated with issuances of additional common stock or incurrence of indebtedness in connection with acquisitions or otherwise including risks associated with the issuance and conversion of convertible notes;

 

·                  changes in management and key employees; and

 

·                  failure to complete future acquisitions or the failure of transactions involving the operators to close;

 

as well as other factors described elsewhere in this report and our other reports filed with the SEC, including our Fiscal 2016 10-K.  Most of these factors are beyond our ability to predict or control.  Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.  Forward-looking statements speak only as of the date on which they are made.  We disclaim any obligation to update any forward-looking statements made herein, except as required by law.  Readers are cautioned not to put undue reliance on forward-looking statements.

 

ITEM 3.                                                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals.  Gold, silver, copper, nickel and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events and the strength of the U.S. dollar relative to other currencies.  Please see “Volatility in gold, silver, copper, nickel and other metal prices may have an adverse impact on the value of our stream and royalty interests and may reduce our revenues. Certain contracts governing our royalty stream interests have features that may amplify the negative effects of a drop in metals prices,” under Part I, Item 1A of our Fiscal 2016 10-K, for more information that can affect gold, silver, copper and other metal prices as well as historical gold, silver, copper and nickel prices.

 

During the six month period ended December 31, 2016, we reported revenue of $224.9 million, with an average gold price for the period of $1,280 per ounce, an average silver price of $18.42 per ounce and an average copper price of $2.28 per pound.  Approximately 86% of our total reported revenues for the six months ended December 31, 2016 were attributable to gold sales from our gold producing stream and royalty interests, as shown within the MD&A.  For the six months ended December 31, 2016, if the price of gold had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $19.7 million.

 

Approximately 9% of our total reported revenues for the six months ended December 31, 2016 were attributable to silver sales from our silver producing stream and royalty interests.  For the six months

 

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ended December 31, 2016, if the price of silver had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $2.1 million.

 

Approximately 3% of our total reported revenues for the six months ended December 31, 2016 were attributable to copper sales from our copper producing royalty interests.  For the six months ended December 31, 2016, if the price of copper had averaged 10% higher or lower per pound, we would have recorded an increase or decrease in revenue of approximately $0.7 million.

 

ITEM 4.                CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of December 31, 2016, the Company’s management, with the participation of the President and Chief Executive Officer (the principal executive officer) and Chief Financial Officer and Treasurer (the principal financial and accounting officer) of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  Based on such evaluation, the Company’s President and Chief Executive Officer and its Chief Financial Officer and Treasurer have concluded that, as of December 31, 2016, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that such information is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

 

Disclosure controls and procedures involve human diligence and compliance and are subject to lapses in judgment and breakdowns resulting from human failures.  As a result, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

Changes in Internal Controls

 

There has been no change in the Company’s internal control over financial reporting during the three months ended December 31, 2016, that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II.                                           OTHER INFORMATION

 

ITEM 1.                                                LEGAL PROCEEDINGS

 

Voisey’s Bay

 

Refer to Note 11 of our notes to consolidated financial statements for a discussion of the litigation associated with our Voisey’s Bay royalty.

 

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ITEM 1A.                                       RISK FACTORS

 

Information regarding risk factors appears in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements,” and various risks faced by us are also discussed elsewhere in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.  In addition, risk factors are included in Part I, Item 1A of our Fiscal 2016 10-K.

 

ITEM 2.                                                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 3.                                                DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4.                                                MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5.                                                OTHER INFORMATION

 

Not applicable.

 

ITEM 6.                                                EXHIBITS

 

The exhibits to this Quarterly Report on Form 10-Q are listed in the Exhibit Index.

 

SIGNATURES

 

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

 

 

 

ROYAL GOLD, INC.

 

 

 

Date:  February 2, 2017

 

 

 

By:

/s/ Tony Jensen

 

 

Tony Jensen
President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:  February 2, 2017

By:

/s/ Stefan Wenger

 

 

Stefan Wenger
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

 

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ROYAL GOLD, INC.

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation of Royal Gold, Inc. (filed as Exhibit 3.1 to Royal Gold’s Current Report on Form 8-K filed on November 30, 2016 and incorporated herein by reference)

 

 

 

10.1†

 

Third Amendment to Amended and Restated Purchase and Sale Agreement, dated October 20, 2016, among RGLD Gold AG, Thompson Creek Metals Company Inc. and Royal Gold, Inc. (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 3, 2016 and incorporated herein by reference)

 

 

 

10.2†

 

Intercreditor Agreement, dated October 20, 2016, among The Bank of Nova Scotia for the Senior Debt Secured Parties identified therein, RGLD Gold AG and Thompson Creek Metals Company Inc. (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 3, 2016 and incorporated herein by reference)

 

 

 

10.3†

 

Commitment Letter, dated July 5, 2016, among RGLD Gold AG, Royal Gold, Inc. and Centerra Gold Inc. (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 3, 2016 and incorporated herein by reference)

 

 

 

31.1*

 

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

 

 

 

31.2*

 

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

 

 

 

32.1‡

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2‡

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

XBRL Instance Document.

101.SCH*

 

XBRL Taxonomy Extension Schema Document.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 


*

Filed herewith.

Furnished herewith.

 

 

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

 

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