Item 1. Financial Statements
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
$
413,116
$
319,128
Royalty receivables
33,573
27,689
Income tax receivable
4,298
2,435
Stream inventory
17,159
11,671
Prepaid expenses and other
1,679
1,227
Total current assets
469,825
362,150
Stream and royalty interests, net (Note 3)
2,242,314
2,318,913
Other assets
85,048
85,224
Total assets
$
2,797,187
$
2,766,287
LIABILITIES
Accounts payable
$
2,901
$
2,484
Dividends payable
18,368
18,364
Income tax payable
25,730
13,323
Other current liabilities
9,140
9,384
Total current liabilities
56,139
43,555
Debt (Note 5)
270,696
300,439
Deferred tax liabilities
85,784
86,439
Uncertain tax positions
13,230
25,427
Other long-term liabilities
8,117
8,308
Total liabilities
433,966
464,168
Commitments and contingencies (Note 13)
EQUITY
Preferred stock, $ .01 par value, 10,000,000 shares authorized; and 0 shares issued
—
—
Common stock, $ .01 par value, 200,000,000 shares authorized; and 65,545,606 and 65,531,288 shares outstanding, respectively
656
655
Additional paid-in capital
2,199,705
2,210,429
Accumulated earnings
149,702
61,133
Total Royal Gold stockholders’ equity
2,350,063
2,272,217
Non-controlling interests
13,158
29,902
Total equity
2,363,221
2,302,119
Total liabilities and equity
$
2,797,187
$
2,766,287
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)
$
146,880
$
118,774
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)
21,902
20,111
General and administrative
7,454
7,443
Production taxes
1,355
1,099
Exploration costs
563
2,626
Depreciation, depletion and amortization
46,300
38,714
Total costs and expenses
77,574
69,993
Gain on sale of Peak Gold JV interest
33,906
—
Operating income
103,212
48,781
Fair value changes in equity securities
2,539
( 1,375 )
Interest and other income
421
775
Interest and other expense
( 1,875 )
( 2,834 )
Income before income taxes
104,297
45,347
Income tax benefit
2,377
23,525
Net income and comprehensive income
106,674
68,872
Net loss and comprehensive loss attributable to non-controlling interests
265
1,581
Net income and comprehensive income attributable to Royal Gold common stockholders
$
106,939
$
70,453
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share
$
1.63
$
1.07
Basic weighted average shares outstanding
65,537,714
65,465,611
Diluted earnings per share
$
1.63
$
1.07
Diluted weighted average shares outstanding
65,632,689
65,615,926
Cash dividends declared per common share
$
0.280
$
0.265
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
65,531,288
$
655
$
2,210,429
$
61,133
$
29,902
$
2,302,119
Stock-based compensation and related share issuances
14,318
1
105
—
—
106
Sale of Peak Gold JV interest
—
—
( 10,829 )
—
( 16,218 )
( 27,047 )
Distributions to non-controlling interests
—
—
—
—
( 261 )
( 261 )
Net income (loss) and comprehensive income (loss)
—
—
—
106,939
( 265 )
106,674
Dividends declared
—
—
—
( 18,370 )
—
( 18,370 )
Balance at September 30, 2020
65,545,606
$
656
$
2,199,705
$
149,702
$
13,158
$
2,363,221
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
(Losses) Earnings
Interests
Equity
Balance at June 30, 2019
65,440,492
$
655
$
2,201,773
$
( 65,747 )
$
33,772
$
2,170,453
Stock-based compensation and related share issuances
55,295
—
( 323 )
—
—
( 323 )
Distributions from (to) non-controlling interests
—
—
900
—
( 192 )
708
Net income (loss) and comprehensive income (loss)
—
—
—
70,453
( 1,581 )
68,872
Dividends declared
—
—
—
( 17,382 )
—
( 17,382 )
Balance at September 30, 2019
65,495,787
$
655
$
2,202,350
$
( 12,676 )
$
31,999
$
2,222,328
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
$
106,674
$
68,872
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
46,300
38,714
Gain on sale of Peak Gold JV interest
( 33,906 )
—
Non-cash employee stock compensation expense
1,493
2,101
Fair value changes in equity securities
( 2,539 )
1,375
Deferred tax benefit
( 10,545 )
( 33,139 )
Other
111
281
Changes in assets and liabilities:
Royalty receivables
( 5,884 )
( 5,902 )
Stream inventory
( 5,488 )
608
Income tax receivable
( 1,864 )
( 995 )
Prepaid expenses and other assets
260
( 3,197 )
Accounts payable
( 235 )
517
Income tax payable
12,408
( 1,426 )
Uncertain tax positions
( 12,196 )
1,748
Other liabilities
( 437 )
1,682
Net cash provided by operating activities
$
94,152
$
71,239
Cash flows from investing activities:
Acquisition of stream and royalty interests
( 11,304 )
( 4,362 )
Proceeds from sale of Peak Gold JV interest
49,154
—
Proceeds from sale of Contango shares
12,146
—
Other
( 339 )
4,858
Net cash provided by investing activities
$
49,657
$
496
Cash flows from financing activities:
Repayment of debt
( 30,000 )
( 50,000 )
Net payments from issuance of common stock
( 1,389 )
( 2,423 )
Common stock dividends
( 18,365 )
( 17,373 )
Other
( 67 )
556
Net cash used in financing activities
$
( 49,821 )
$
( 69,240 )
Net increase in cash and equivalents
93,988
2,495
Cash and equivalents at beginning of period
319,128
119,475
Cash and equivalents at end of period
$
413,116
$
121,970
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 40 % membership interest in the Peak Gold Project for cash consideration of $ 49.2 million and to sell our 809,744 common shares in Contango Ore, Inc. (“Contango”), our partner in Peak Gold, LLC, for cash consideration of $ 12.1 million.
In addition to the total cash consideration of $ 61.3 million, we received the following royalty interests:
● An incremental 28 % net smelter royalty on silver produced from an area of interest which includes the current Peak Gold Project resource area, in respect of which Peak Gold, LLC retains the right to acquire 50 % of this royalty; and
● An incremental 1 % net smelter return royalty on certain State of Alaska mining claims, increasing our royalty on this area from 2 % to 3 %.
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 $ 4.4 million. We recorded a gain of $ 33.9 million on the sale of our 40 % membership interest in the Peak Gold Project. The mark-to-market increase of $ 3.6 million on the sale of our 809,744 common shares in Contango is included in Fair value changes in equity securities on our consolidated statements of operations and comprehensive income.
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
$
790,635
$
( 251,423 )
$
539,212
Pueblo Viejo
610,404
( 215,824 )
394,580
Andacollo
388,182
( 116,328 )
271,854
Rainy River
175,727
( 30,480 )
145,247
Wassa
146,475
( 70,677 )
75,798
Total production stage stream interests
2,111,423
( 684,732 )
1,426,691
Production stage royalty interests:
Voisey's Bay
205,724
( 103,271 )
102,453
Peñasquito
99,172
( 45,741 )
53,431
Holt
34,612
( 23,867 )
10,745
Cortez
80,681
( 15,657 )
65,024
Other
485,504
( 406,226 )
79,278
Total production stage royalty interests
905,693
( 594,762 )
310,931
Total production stage stream and royalty interests
3,017,116
( 1,279,494 )
1,737,622
Development stage stream interests:
Khoemac a u
147,718
—
147,718
Other
12,037
—
12,037
Development stage royalty interests:
Other
70,952
—
70,952
Total development stage stream and royalty interests
230,707
—
230,707
Exploration stage royalty interests:
Pascua-Lama
177,690
—
177,690
Other
96,295
—
96,295
Total exploration stage royalty interests
273,985
—
273,985
Total stream and royalty interests, net
$
3,521,808
$
( 1,279,494 )
$
2,242,314
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
$
790,635
$
( 236,352 )
$
—
$
554,283
Pueblo Viejo
610,404
( 203,935 )
—
406,469
Andacollo
388,182
( 110,521 )
—
277,661
Rainy River
175,727
( 27,278 )
—
148,449
Wassa
146,475
( 67,619 )
—
78,856
Total production stage stream interests
2,111,423
( 645,705 )
—
1,465,718
Production stage royalty interests:
Voisey's Bay
205,724
( 101,381 )
—
104,343
Peñasquito
99,172
( 44,614 )
—
54,558
Holt
34,612
( 23,851 )
—
10,761
Cortez
80,681
( 15,065 )
—
65,616
Other
487,225
( 403,080 )
( 1,341 )
82,804
Total production stage royalty interests
907,414
( 587,991 )
( 1,341 )
318,082
Total production stage stream and royalty interests
3,018,837
( 1,233,696 )
( 1,341 )
1,783,800
Development stage stream interests:
Khoemac a u
136,608
—
—
136,608
Other
12,037
—
—
12,037
Development stage royalty interests:
Other
70,952
—
—
70,952
Total development stage royalty interests
70,952
—
—
70,952
Total development stage stream and royalty interests
219,597
—
—
219,597
Exploration stage royalty interests:
Pascua-Lama
177,690
—
—
177,690
Other
137,826
—
—
137,826
Total exploration stage royalty interests
315,516
—
—
315,516
Total stream and royalty interests, net
$
3,553,950
$
( 1,233,696 )
$
( 1,341 )
$
2,318,913
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 10.5 % of the gold produced from the Wassa mine until the delivery of 240,000 ounces, after which the stream percentage will decrease to 5.5 %. The cash purchase price for gold is 20 % of the spot price per ounce delivered until the delivery of 240,000 ounces, and 30 % of the spot price per ounce delivered thereafter.
The Prestea and Bogoso stream agreement with FGR provides us the right to purchase 5.5 % of the gold produced from the Prestea and Bogoso mines in return for a cash purchase price of 30 % of the spot price per ounce delivered.
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 $ 75.9 million as of September 30, 2020.
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 3,949,575 common shares of Battle North Gold Corporation, and warrants to purchase up to 19,640,000 common shares of TriStar Gold Inc. (“TriStar”). Our marketable equity securities are measured at fair value (Note 12) each reporting period with any changes in fair value recognized in net income.
As discussed in Note 2, on September 30, 2020, we sold 809,744 common shares of Contango for total consideration of $ 12.1 million and recorded a mark-to-market increase of $ 3.6 million on the sale, which is included in Fair value changes in equity securities in our consolidated statement of operations and comprehensive income.
The fair value of our marketable equity securities increased $ 2.5 million and decreased $ 1.4 million for the three months ended September 30, 2020 and 2019, respectively, and are included in Fair value changes in equity securities on our consolidated statements of operations and comprehensive income. The carrying value of our marketable equity securities as of September 30, 2020 and June 30, 2020 was $ 8.3 million and $ 17.9 million, respectively, and is included in Other assets on our consolidated balance sheets.
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
$
275,000
$
( 4,304 )
$
270,696
$
305,000
$
( 4,561 )
$
300,439
Total debt
$
275,000
$
( 4,304 )
$
270,696
$
305,000
$
( 4,561 )
$
300,439
Revolving credit facility
As of September 30, 2020, we had $ 275 million outstanding and $ 725 million available under our revolving credit facility. As of September 30, 2020, the interest rate on borrowings under our revolving credit facility was LIBOR plus 1.10 % for an all-in rate of 1.40 %. Interest expense, which includes interest on outstanding borrowings and amortization of debt issuance costs, was $ 1.3 million and $ 2.2 million for the three months ended September 30, 2020, and 2019, respectively. As discussed in Note 6 to the consolidated financial statements in our Fiscal 2020 10-K, we have financial covenants associated with our revolving credit facility. As of September 30, 2020, we were in compliance with each financial covenant.
On October 2, 2020, we repaid $ 75 million of the outstanding borrowings under our revolving credit facility. This increased the amount available under our revolving credit facility to $ 800 million and decreased the amount outstanding to $ 200 million.
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
Right-of-use assets - current
Prepaid expenses and other
$
829
Right-of-use assets - non-current
Other assets
6,878
Total right-of-use assets
$
7,707
Lease liabilities - current
Other current liabilities
$
918
Lease liabilities - non-current
Other long-term liabilities
8,118
Total operating lease liabilities
$
9,036
Maturities of operating lease liabilities at September 30, 2020 were as follows (amounts in thousands):
Fiscal Years:
Operating Leases
2021
$
847
2022
1,127
2023
1,114
2024
1,125
2025
1,097
Thereafter
4,815
Total lease payments
$
10,125
Less imputed interest
( 1,089 )
Total
$
9,036
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
9
Weighted average discount rate
2.5 %
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 ten days and three months (depending on the frequency of deliveries under the respective streaming agreement and our sales policy in effect at the time) commencing shortly after
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 two material revenue sources in our business: stream interests and royalty interests. These identified revenue sources are consistent with our reportable segments as discussed in Note 11.
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
$
83,597
$
72,224
Silver
10,898
8,436
Copper
12,008
6,321
Total stream revenue
$
106,503
$
86,981
Royalty revenue:
Gold
$
26,904
$
21,757
Silver
3,441
1,829
Copper
4,060
2,980
Other
5,972
5,227
Total royalty revenue
$
40,377
$
31,793
Total revenue
$
146,880
$
118,774
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
$
34,620
$
30,497
Pueblo Viejo
Gold & Silver
31,270
21,618
Andacollo
Gold
23,509
20,604
Wassa
Gold
9,108
5,319
Other
Gold & Silver
7,996
8,943
Total stream revenue
$
106,503
$
86,981
Royalty revenue:
Peñasquito
Gold, Silver, Lead & Zinc
$
10,209
$
4,420
Cortez
Gold
5,684
4,417
Other
Various
24,484
22,956
Total royalty revenue
$
40,377
$
31,793
Total revenue
$
146,880
$
118,774
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
(Amounts in thousands)
Stock options
$
15
$
31
Stock appreciation rights
371
442
Restricted stock
997
1,243
Performance stock
110
385
Total stock-based compensation expense
$
1,493
$
2,101
Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income.
During the three months ended September 30, 2020 and 2019, we granted the following stock-based compensation awards:
Three Months Ended
September 30,
September 30,
2020
2019
(Number of shares)
Stock options
2,860
1,604
Stock appreciation rights
64,100
46,726
Restricted stock
26,104
23,976
Performance stock (at maximum 200 % attainment)
35,380
28,560
Total equity awards granted
128,444
100,866
13
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As of September 30, 2020, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards were as follows:
Unrecognized
Weighted-
compensation
average vesting
expense
period (years)
Stock options
$
138
2.5
Stock appreciation rights
3,552
2.5
Restricted stock
5,499
3.6
Performance stock
2,120
2.6
9. EARNINGS PER SHARE (“EPS”)
Basic earnings 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. Our unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. Our unexercised stock option awards, unexercised stock-settled stock appreciation rights and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings 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 per common share.
The following tables summarize the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data):
Three Months Ended
September 30,
September 30,
2020
2019
Net income attributable to Royal Gold common stockholders
$
106,939
$
70,453
Weighted-average shares for basic EPS
65,537,714
65,465,611
Effect of other dilutive securities
94,975
150,315
Weighted-average shares for diluted EPS
65,632,689
65,615,926
Basic earnings per share
$
1.63
$
1.07
Diluted earnings per share
$
1.63
$
1.07
10. INCOME TAXES
Three Months Ended
September 30,
September 30,
2020
2019
(Amounts in thousands, except rate)
Income tax benefit
$
( 2,377 )
$
( 23,525 )
Effective tax rate
( 2.3 %)
( 51.9 %)
The effective tax rate for the three months ended September 30, 2020, included discrete tax benefits ($ 24.5 million) attributable to the settlement of an uncertain tax position with a foreign jurisdiction and the release of a valuation allowance related to deferred tax assets. The effective tax rate for the three months September 30, 2019 included a discrete tax benefit ($ 32.3 million) primarily related to the remeasurement of certain deferred tax assets and a net step-up in the basis of tax assets due to the enactment of Swiss Tax Reform.
14
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
11. SEGMENT INFORMATION
We manage our 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 (amounts in thousands):
As of September 30, 2020
As of June 30, 2020
Total stream
Total stream
Stream
Royalty
and royalty
Stream
Royalty
and royalty
interest
interest
interests, net
interest
interest
interests, net
Canada
$
684,459
$
186,958
$
871,417
$
702,732
$
189,855
$
892,587
Dominican Republic
394,580
—
394,580
406,469
—
406,469
Chile
271,854
224,116
495,970
277,661
223,922
501,583
Africa
223,515
321
223,836
215,463
321
215,784
Mexico
—
74,273
74,273
—
75,951
75,951
United States
—
116,723
116,723
—
159,445
159,445
Australia
—
29,649
29,649
—
30,006
30,006
Rest of world
12,038
23,828
35,866
12,038
25,050
37,088
Total
$
1,586,446
$
655,868
$
2,242,314
$
1,614,363
$
704,550
$
2,318,913
Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):
Three Months Ended September 30, 2020
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
106,503
$
21,902
$
—
$
39,027
$
45,574
Royalty interests
40,377
—
1,355
7,187
31,835
Total
$
146,880
$
21,902
$
1,355
$
46,214
$
77,409
Three Months Ended September 30, 2019
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
86,981
$
20,111
$
—
$
31,462
$
35,408
Royalty interests
31,793
—
1,099
7,199
23,495
Total
$
118,774
$
20,111
$
1,099
$
38,661
$
58,903
(1) Excludes depreciation, depletion and amortization
(2) Depletion amounts are included within Depreciation, depletion and amortization on our consolidated statements of operations and comprehensive income.
15
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):
Three Months Ended
September 30,
September 30,
2020
2019
Total segment gross profit
$
77,409
$
58,903
Costs and expenses
General and administrative expenses
7,454
7,443
Exploration costs
563
2,626
Depreciation and amortization
86
53
Gain on sale of Peak Gold member interest
33,906
—
Operating income
103,212
48,781
Fair value changes in equity securities
2,539
( 1,375 )
Interest and other income
421
775
Interest and other expense
( 1,875 )
( 2,834 )
Income before income taxes
$
104,297
$
45,347
Our revenue by reportable segment for the three months ended September 30, 2020 and 2019 is geographically distributed as shown in the following table (amounts in thousands):
Three Months Ended
September 30,
September 30,
2020
2019
Stream interests:
Canada
$
41,586
$
37,663
Dominican Republic
31,270
21,618
Chile
23,509
20,604
Africa
10,138
7,096
Total stream interests
$
106,503
$
86,981
Royalty interests:
United States
$
13,698
$
10,602
Mexico
11,577
6,387
Canada
7,410
8,921
Australia
4,542
3,802
Africa
750
470
Rest of world
2,400
1,611
Total royalty interests
$
40,377
$
31,793
Total revenue
$
146,880
$
118,774
12. FAIR VALUE MEASUREMENTS
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
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
16
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 our financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.
As of September 30, 2020
Fair Value
Carrying Amount
Total
Level 1
Level 2
Level 3
Assets (amounts in thousands):
Marketable equity securities (1)
$
8,256
$
8,256
$
5,274
$
2,982
$
—
(1) Included in Other assets on our consolidated balance sheets.
Our marketable equity securities classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets multiplied by the quantity of shares held. The carrying value of our revolving credit facility (Note 5) approximates fair value as of September 30, 2020. The TriStar Gold warrants classified within Level 2 of the fair value hierarchy are model-derived (Black-Scholes) valuations in which the significant inputs are observable in active markets.
As of September 30, 2020, we 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.
13. COMMITMENTS AND CONTINGENCIES
Khoemac a u Silver Stream Acquisition
Pursuant to our Khoemac a u silver stream transaction in February 2019, we made the following advance payments under our conditional funding schedule:
● $ 65.8 million – November 5, 2019
● $ 22.0 million – February 2, 2020
● $ 47.9 million – April 3, 2020
● $ 11.1 million – July 5, 2020
● $ 32.5 million – October 5, 2020
Including the fifth advance payment made on October 5, 2020, we have made total contributions of $ 179.3 million. We expect to commit the remaining $ 32.7 million in calendar year 2021 for the Base Silver Stream and $ 85.7 million should Khoemacau Copper Mining (Pty.) Limited elect to fully exercise the Option Silver Stream. Further payments are subject to certain conditions and are scheduled to be made on a quarterly basis using an agreed formula and certification process as project spending progresses. Refer to our Fiscal 2020 10-K for further details on the Khoemac a u silver stream acquisition.
Ilovica Gold Stream Acquisition
As of September 30, 2020, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition in October 2014, remains subject to certain conditions.
17
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.