UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation) | Identification No.) | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of the Exchange on which Registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
In this Quarterly Report on Form 10-Q, Royal Gold, Inc., together with its subsidiaries, is collectively referred to as “Royal Gold,” “we,” “us,” or “our.”
INDEX
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| PAGE | ||
PART I | FINANCIAL INFORMATION | |||
3 | ||||
Consolidated Statements of Operations and Comprehensive Income | 4 | |||
5 | ||||
6 | ||||
7 | ||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | |||
27 | ||||
28 | ||||
28 | ||||
28 | ||||
28 | ||||
28 | ||||
28 | ||||
29 | ||||
29 | ||||
30 |
2
ITEM 1. FINANCIAL STATEMENTS
ROYAL GOLD, INC.
Consolidated Balance Sheets
(Unaudited, amounts in thousands except share data)
| September 30, |
| June 30, | |||
| 2020 | 2020 | ||||
ASSETS | ||||||
Cash and equivalents | $ | | $ | | ||
Royalty receivables | | | ||||
Income tax receivable | | | ||||
Stream inventory | | | ||||
Prepaid expenses and other | | | ||||
Total current assets | | | ||||
Stream and royalty interests, net (Note 3) | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES | ||||||
Accounts payable | $ | | $ | |||
Dividends payable | ||||||
Income tax payable | ||||||
Other current liabilities | ||||||
Total current liabilities | | | ||||
Debt (Note 5) | ||||||
Deferred tax liabilities | ||||||
Uncertain tax positions | ||||||
Other long-term liabilities | ||||||
Total liabilities | | | ||||
Commitments and contingencies (Note 13) | ||||||
EQUITY | ||||||
Preferred stock, $ | ||||||
Common stock, $ | ||||||
Additional paid-in capital | ||||||
Accumulated earnings | ||||||
Total Royal Gold stockholders’ equity | | | ||||
Non-controlling interests | ||||||
Total equity | | | ||||
Total liabilities and equity | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
3
ROYAL GOLD, INC.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited, amounts in thousands except share data)
Three Months Ended | ||||||
September 30, | September 30, | |||||
| 2020 |
| 2019 | |||
Revenue (Note 7) | $ | | $ | | ||
Costs and expenses | ||||||
Cost of sales (excludes depreciation, depletion and amortization) | | | ||||
General and administrative | | | ||||
Production taxes | | | ||||
Exploration costs | | | ||||
Depreciation, depletion and amortization | | | ||||
Total costs and expenses | | | ||||
Gain on sale of Peak Gold JV interest | | — | ||||
Operating income | | | ||||
Fair value changes in equity securities | | ( | ||||
Interest and other income | | | ||||
Interest and other expense | ( | ( | ||||
Income before income taxes | | | ||||
Income tax benefit | | | ||||
Net income and comprehensive income | | | ||||
Net loss and comprehensive loss attributable to non-controlling interests | | | ||||
Net income and comprehensive income attributable to Royal Gold common stockholders | $ | | $ | | ||
Net income per share attributable to Royal Gold common stockholders: | ||||||
Basic earnings per share | $ | | $ | | ||
Basic weighted average shares outstanding | | | ||||
Diluted earnings per share | $ | | $ | | ||
Diluted weighted average shares outstanding | | | ||||
Cash dividends declared per common share | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
4
ROYAL GOLD, INC.
Consolidated Statements of Changes in Stockholders’ Equity
(unaudited, amounts in thousands except share data)
Royal Gold Stockholders | |||||||||||||||||
Additional | |||||||||||||||||
Common Shares | Paid-In | Accumulated | Non-controlling | Total | |||||||||||||
Shares | Amount | Capital | (Losses) Earnings | Interests | Equity | ||||||||||||
Balance at June 30, 2020 |
| | $ | |
| $ | | $ | | $ | | $ | | ||||
Stock-based compensation and related share issuances |
| |
| |
|
| |
| — |
| — |
| | ||||
Sale of Peak Gold JV interest | — | — | ( | — | ( | ( | |||||||||||
Distributions to non-controlling interests | — |
| — |
|
| — |
| — |
| ( |
| ( | |||||
Net income (loss) and comprehensive income (loss) |
| — |
| — |
|
| — |
| |
| ( |
| | ||||
Dividends declared |
| — |
| — |
|
| — |
| ( |
| — |
| ( | ||||
Balance at September 30, 2020 |
| | $ | |
| $ | | $ | | $ | | $ | | ||||
Royal Gold Stockholders | |||||||||||||||||
Additional | |||||||||||||||||
Common Shares | Paid-In | Accumulated | Non-controlling | Total | |||||||||||||
Shares | Amount | Capital | (Losses) Earnings | Interests | Equity | ||||||||||||
Balance at June 30, 2019 |
| | $ | |
| $ | | $ | ( | $ | | $ | | ||||
Stock-based compensation and related share issuances |
| |
| — |
|
| ( |
| — |
| — |
| ( | ||||
Distributions from (to) non-controlling interests | — |
| — |
|
| |
| — |
| ( |
| | |||||
Net income (loss) and comprehensive income (loss) |
| — |
| — |
|
| — |
| |
| ( |
| | ||||
Dividends declared |
| — |
| — |
|
| — |
| ( |
| — |
| ( | ||||
Balance at September 30, 2019 |
| | $ | |
| $ | | $ | ( | $ | | $ | | ||||
The accompanying notes are an integral part of these consolidated financial statements.
5
ROYAL GOLD, INC.
Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Three Months Ended | ||||||
September 30, | September 30, | |||||
| 2020 |
| 2019 | |||
Cash flows from operating activities: | ||||||
Net income and comprehensive income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation, depletion and amortization | | | ||||
Gain on sale of Peak Gold JV interest | ( | — | ||||
Non-cash employee stock compensation expense | | | ||||
Fair value changes in equity securities | ( | | ||||
Deferred tax benefit | ( | ( | ||||
Other | | | ||||
Changes in assets and liabilities: | ||||||
Royalty receivables | ( | ( | ||||
Stream inventory | ( | | ||||
Income tax receivable | ( | ( | ||||
Prepaid expenses and other assets | | ( | ||||
Accounts payable | ( | | ||||
Income tax payable | | ( | ||||
Uncertain tax positions | ( | | ||||
Other liabilities | ( | | ||||
Net cash provided by operating activities | $ | | $ | | ||
Cash flows from investing activities: | ||||||
Acquisition of stream and royalty interests | ( | ( | ||||
Proceeds from sale of Peak Gold JV interest | | — | ||||
Proceeds from sale of Contango shares | | — | ||||
Other | ( | | ||||
Net cash provided by investing activities | $ | | $ | | ||
Cash flows from financing activities: | ||||||
Repayment of debt | ( | ( | ||||
Net payments from issuance of common stock | ( | ( | ||||
Common stock dividends | ( | ( | ||||
Other | ( | | ||||
Net cash used in financing activities | $ | ( | $ | ( | ||
Net increase in cash and equivalents | | | ||||
Cash and equivalents at beginning of period | | | ||||
Cash and equivalents at end of period | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
6
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS
Royal Gold 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 a mining project that provide the right to revenue or metals produced from the project after deducting contractually 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 months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2021. These interim unaudited financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission on August 6, 2020 (“Fiscal 2020 10-K”).
Recently Adopted Accounting Standards
Current Expected Credit Loss
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, changes how an entity will record credit losses from an “incurred loss” approach to an “expected loss” approach. This update is effective for annual periods beginning after December 15, 2019 and interim financial statement periods within those years, with early adoption permitted. On July 1, 2020, we adopted the new guidance and, based on our assessment, the adoption of the new guidance did not have any impact on our consolidated financial statements.
2. SALE OF PEAK GOLD JV INTEREST
On September 30, 2020, we entered into an agreement with an affiliate of Kinross Gold Corporation to sell our
In addition to the total cash consideration of $
● | An incremental |
● | An incremental |
The royalties are recorded as exploration stage royalty interests in Stream and royalty interests, net in our consolidated balance sheets at September 30, 2020 and have a combined value of approximately $
7
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
3. STREAM AND ROYALTY INTERESTS, NET
The following tables summarize our stream and royalty interests, net as of September 30, 2020 and June 30, 2020.
As of September 30, 2020 (Amounts in thousands): |
| Cost |
| Accumulated Depletion |
| Net | |||
Production stage stream interests: | |||||||||
Mount Milligan | $ | | $ | ( | $ | | |||
Pueblo Viejo | | ( | | ||||||
Andacollo | | ( | | ||||||
Rainy River | | ( | | ||||||
Wassa | | ( | | ||||||
Total production stage stream interests | | ( | | ||||||
Production stage royalty interests: | |||||||||
Voisey's Bay | | ( | | ||||||
Peñasquito | | ( | | ||||||
Holt | | ( | | ||||||
Cortez | | ( | | ||||||
Other | | ( | | ||||||
Total production stage royalty interests | | ( | | ||||||
Total production stage stream and royalty interests | | ( | | ||||||
Development stage stream interests: | |||||||||
Khoemacau | | — | | ||||||
Other | | — | | ||||||
Development stage royalty interests: | |||||||||
Other | | — | | ||||||
Total development stage stream and royalty interests | | — | | ||||||
Exploration stage royalty interests: | |||||||||
Pascua-Lama | | — | | ||||||
Other | | — | | ||||||
Total exploration stage royalty interests | | — | | ||||||
Total stream and royalty interests, net | $ | | $ | ( | $ | |
8
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As of June 30, 2020 (Amounts in thousands): |
| Cost |
| Accumulated Depletion |
| Impairments | Net | |||||
Production stage stream interests: | ||||||||||||
Mount Milligan | $ | | $ | ( | $ | — | $ | | ||||
Pueblo Viejo | | ( | — | | ||||||||
Andacollo | | ( | — | | ||||||||
Rainy River | | ( | — | | ||||||||
Wassa | | ( | — | | ||||||||
Total production stage stream interests | | ( | — | | ||||||||
Production stage royalty interests: | ||||||||||||
Voisey's Bay | | ( | — | | ||||||||
Peñasquito | | ( | — | | ||||||||
Holt | | ( | — | | ||||||||
Cortez | | ( | — | | ||||||||
Other | | ( | ( | | ||||||||
Total production stage royalty interests | | ( | ( | | ||||||||
Total production stage stream and royalty interests | | ( | ( | | ||||||||
Development stage stream interests: | ||||||||||||
Khoemacau | | — | — | | ||||||||
Other | | — | — | | ||||||||
Development stage royalty interests: | ||||||||||||
Other | | — | — | | ||||||||
Total development stage royalty interests | | — | — | | ||||||||
Total development stage stream and royalty interests | | — | — | | ||||||||
Exploration stage royalty interests: | ||||||||||||
Pascua-Lama | | — | — | | ||||||||
Other | | — | — | | ||||||||
Total exploration stage royalty interests | | — | — | | ||||||||
Total stream and royalty interests, net | $ | | $ | ( | $ | ( | $ | |
Separation of the Wassa and Prestea and Bogoso Stream Agreement
On October 1, 2020, we announced the separation of the Wassa, and Prestea and Bogoso gold stream agreements into separate stream agreements effective September 30, 2020. This separation was completed to facilitate the sale by Golden Star Resources Ltd. (“Golden Star”) of the Prestea and Bogoso mines to Future Global Resources (“FGR”).
The Wassa stream agreement, which remains with Golden Star, provides us the right to purchase
The Prestea and Bogoso stream agreement with FGR provides us the right to purchase
The material terms of both the Wassa stream agreement and the Prestea/Bogoso stream agreement, including security and the rights and obligations of both Royal Gold and Golden Star, remain substantially consistent with those terms in the original agreement. The Wassa, and Prestea and Bogoso streams are recorded as a production stage stream interest within Stream and royalty interests, net on our consolidated balance sheets and have a carrying value of $
9
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
COVID-19 and current economic environment
Earlier in calendar 2020, several of our operating counterparties announced temporary operational curtailments or the withdrawal or review of disclosed guidance due to the ongoing COVID-19 pandemic. The economic and societal impacts associated with COVID-19 remain fluid and continue to change rapidly. We continue to monitor any developments that the COVID-19 pandemic may have on our stream or royalty interests as part of our regular asset impairment analysis.
4. MARKETABLE EQUITY SECURITIES
As of September 30, 2020, our marketable equity securities include
As discussed in Note 2, on September 30, 2020, we sold
The fair value of our marketable equity securities increased $
5. DEBT
Our debt as of September 30, 2020 and June 30, 2020 consists of the following:
As of September 30, 2020 | As of June 30, 2020 | |||||||||||||||||
| Principal |
| Debt Issuance Costs |
| Total |
| Principal |
| Debt Issuance Costs |
| Total | |||||||
(Amounts in thousands) | (Amounts in thousands) | |||||||||||||||||
Revolving credit facility | $ | | $ | ( | $ | $ | | $ | ( | $ | ||||||||
Total debt | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
Revolving credit facility
As of September 30, 2020, we had $
On October 2, 2020, we repaid $
Royal Gold may repay any borrowings under our revolving credit facility at any time without premium or penalty. Our revolving credit facility matures on June 3, 2024.
6. LEASES
Our significant lease arrangements relate to our office spaces. These arrangements are for leases of assets such as corporate office space and office equipment. We lease office space and office equipment under operating leases expiring at various
10
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
dates through the fiscal year ending June 30, 2030. The following amounts were recorded in the consolidated balance sheets at September 30, 2020 (amounts in thousands):
Classification | September 30, 2020 | ||||
Operating Leases | |||||
| Prepaid expenses and other |
| $ | | |
Other assets | | ||||
Total right-of-use assets | $ | | |||
Other current liabilities | $ | | |||
Other long-term liabilities | | ||||
Total operating lease liabilities | $ | |
Maturities of operating lease liabilities at September 30, 2020 were as follows (amounts in thousands):
Fiscal Years: | Operating Leases | ||
2021 | $ | | |
2022 | | ||
2023 | | ||
2024 | | ||
2025 | | ||
Thereafter | | ||
Total lease payments | $ | | |
Less imputed interest | ( | ||
Total | $ | |
Other information pertaining to leases consist of the following:
September 30, 2020 | |||
Operating Lease Term and Discount Rate | |||
Weighted average remaining lease term in years | |||
Weighted average discount rate |
We did not have any finance leases as of September 30, 2020.
7. REVENUE
Revenue Recognition
Under U.S. GAAP guidance, a performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our stream interests and royalty interests is generally recognized at the point in time that control of the related metal production transfers to our customers. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective stream or royalty agreement. A more detailed summary of our revenue recognition policies for our stream and royalty interests is discussed below.
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 of the metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. Gold, silver and copper received under our metal streaming agreements are taken into inventory, and then sold primarily using average spot rate gold, silver and copper forward contracts. The sales price for these average spot rate forward contracts is determined by the average daily gold, silver or copper spot prices during the term of the contract, typically a consecutive number of trading days between
11
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
receipt and purchase of the metal. We settle our forward sales contracts via physical delivery of the metal to the purchaser (our customer) on the settlement date specified in the contract. Under our forward sales contracts, there is a single performance obligation to sell a contractually specified volume of metal to the purchaser, and we satisfy this obligation at the point in time of physical delivery. Accordingly, revenue from our metal sales is recognized on the date of settlement, which is the date that control, custody and title to the metal transfer to the purchaser.
Royalty Interests
Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurs. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our material royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production comprising our royalty interest to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of metal production by the operator. Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, mining costs.
Royalty Revenue Estimates
For a small number of our royalty interests, we may not receive, or be entitled to receive, payment information, including production information from the operator, for the period in which metal production occurred prior to issuance of our financial statements for that period. As a result, we may estimate revenue for these royalties based on available information, including public information, from the operator. If adequate information is not available from the operator or from other public sources before we issue our financial statements, we will recognize royalty revenue during the period in which the necessary payment information is received. Differences between estimates and actual amounts could differ significantly and are recorded in the period that the actual amounts are known. Please also refer to our “Use of Estimates” accounting policy discussed in our Fiscal 2020 10-K. For the three months ended September 30, 2020, royalty revenue that was estimated or was attributable to metal production for a period prior to September 30, 2020, was not material.
Disaggregation of Revenue
We have identified
Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):
Three Months Ended | |||||
September 30, | September 30, | ||||
2020 | 2019 | ||||
Stream revenue: | |||||
Gold | $ | | $ | | |
Silver | | | |||
Copper | | | |||
Total stream revenue | $ | | $ | | |
Royalty revenue: | |||||
Gold | $ | | $ | | |
Silver | | | |||
Copper | | | |||
Other | | | |||
Total royalty revenue | $ | | $ | | |
Total revenue | $ | | $ | |
12
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Revenue attributable to our principal stream and royalty interests is disaggregated as follows (amounts in thousands):
Three Months Ended | ||||||||
September 30, | September 30, | |||||||
Metal(s) | 2020 | 2019 | ||||||
Stream revenue: | ||||||||
Mount Milligan | Gold & Copper | $ | | $ | | |||
Pueblo Viejo | Gold & Silver | | | |||||
Andacollo | Gold | | | |||||
Wassa | Gold | | | |||||
Other | Gold & Silver | | | |||||
Total stream revenue | $ | | $ | | ||||
Royalty revenue: | ||||||||
Peñasquito | Gold, Silver, Lead & Zinc | $ | | $ | | |||
Cortez | Gold | | | |||||
Other | Various | | | |||||
Total royalty revenue | $ | | $ | | ||||
Total revenue | $ | | $ | |
Please refer to Note 11 for the geographical distribution of our revenue by reportable segment.
8. STOCK-BASED COMPENSATION
We recognized stock-based compensation expense as follows:
Three Months Ended | ||||||
September 30, | September 30, | |||||
| 2020 |
| 2019 | |||