Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ROYAL GOLD, INC.
Consolidated Balance Sheets
(Unaudited, amounts in thousands except share data)
March 31,
June 30,
2021
2020
ASSETS
Cash and equivalents
$
370,260
$
319,128
Royalty receivables
45,427
27,689
Income tax receivable
14,669
2,435
Stream inventory
14,491
11,671
Prepaid expenses and other
1,475
1,227
Total current assets
446,322
362,150
Stream and royalty interests, net (Note 3)
2,224,435
2,318,913
Other assets
82,769
85,224
Total assets
$
2,753,526
$
2,766,287
LIABILITIES
Accounts payable
$
4,380
$
2,484
Dividends payable
19,680
18,364
Income tax payable
25,660
13,323
Other current liabilities
12,971
9,384
Total current liabilities
62,691
43,555
Debt (Note 5)
146,270
300,439
Deferred tax liabilities
84,079
86,439
Uncertain tax positions
12,957
25,427
Other liabilities
7,404
8,308
Total liabilities
313,401
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 65,550,445 and 65,531,288 shares outstanding, respectively
656
655
Additional paid-in capital
2,202,410
2,210,429
Accumulated earnings
224,254
61,133
Total Royal Gold stockholders’ equity
2,427,320
2,272,217
Non-controlling interests
12,805
29,902
Total equity
2,440,125
2,302,119
Total liabilities and equity
$
2,753,526
$
2,766,287
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
(Unaudited, amounts in thousands except share data)
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
Revenue (Note 7)
$
142,589
$
136,437
$
447,829
$
378,853
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)
21,469
21,961
68,230
63,149
General and administrative
6,932
9,551
21,175
23,658
Production taxes
1,835
851
4,591
2,934
Exploration costs
—
565
563
4,705
Depreciation, depletion and amortization
41,296
51,228
135,541
130,038
Total costs and expenses
71,532
84,156
230,100
224,484
Gain on sale of Peak Gold JV interest
—
—
33,906
—
Operating income
71,057
52,281
251,635
154,369
Fair value changes in equity securities
1,902
( 3,819 )
4,060
( 4,972 )
Interest and other income
733
620
1,767
1,621
Interest and other expense
( 1,820 )
( 2,088 )
( 5,274 )
( 7,139 )
Income before income taxes
71,872
46,994
252,188
143,879
Income tax (expense) benefit
( 17,679 )
( 8,702 )
( 31,332 )
3,700
Net income and comprehensive income
54,193
38,292
220,856
147,579
Net (income) loss and comprehensive (income) loss attributable to non-controlling interests
( 167 )
262
( 1 )
2,750
Net income and comprehensive income attributable to Royal Gold common stockholders
$
54,026
$
38,554
$
220,855
$
150,329
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share
$
0.82
$
0.59
$
3.36
$
2.30
Basic weighted average shares outstanding
65,550,400
65,511,878
65,544,978
65,501,678
Diluted earnings per share
$
0.82
$
0.59
$
3.36
$
2.29
Diluted weighted average shares outstanding
65,621,603
65,600,770
65,624,472
65,626,400
Cash dividends declared per common share
$
0.300
$
0.280
$
0.880
$
0.825
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
ROYAL GOLD, INC.
Consolidated Statements of Changes in Stockholders’ Equity
Three months ended March 31, 2021 and 2020
(unaudited, amounts in thousands except share data)
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings (Losses)
Interests
Equity
Balance at December 31, 2020
65,548,415
$
656
$
2,201,076
$
189,910
$
13,037
$
2,404,679
Stock-based compensation and related share issuances
2,030
—
1,334
—
—
1,334
Distributions to non-controlling interests
—
—
—
—
( 399 )
( 399 )
Net income and comprehensive income
—
—
—
54,026
167
54,193
Dividends declared
—
—
—
( 19,682 )
—
( 19,682 )
Balance at March 31, 2021
65,550,445
$
656
$
2,202,410
$
224,254
$
12,805
$
2,440,125
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings (Losses)
Interests
Equity
Balance at December, 2019
65,496,004
$
655
$
2,205,364
$
10,290
$
30,905
$
2,247,214
Stock-based compensation and related share issuances
16,244
—
3,134
—
—
3,134
Distributions from (to) non-controlling interests
—
—
600
—
( 344 )
256
Net income (loss) and comprehensive income (loss)
—
—
—
38,554
( 262 )
38,292
Dividends declared
—
—
—
( 18,361 )
—
( 18,361 )
Balance at March 31, 2020
65,512,248
$
655
$
2,209,098
$
30,483
$
30,299
$
2,270,535
ROYAL GOLD, INC.
Consolidated Statements of Changes in Stockholders’ Equity
Nine months ended March 31, 2021 and 2020
(unaudited, amounts in thousands except share data)
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings (Losses)
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
19,157
1
2,810
—
—
2,811
Sale of Peak Gold JV interest
—
—
( 10,829 )
—
( 16,218 )
( 27,047 )
Distributions to non-controlling interests
—
—
—
—
( 880 )
( 880 )
Net income and comprehensive income
—
—
—
220,855
1
220,856
Dividends declared
—
—
—
( 57,734 )
—
( 57,734 )
Balance at March 31, 2021
65,550,445
$
656
$
2,202,410
$
224,254
$
12,805
$
2,440,125
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
71,756
—
4,025
—
—
4,025
Distributions from (to) non-controlling interests
—
—
3,300
—
( 723 )
2,577
Net income (loss) and comprehensive income (loss)
—
—
—
150,329
( 2,750 )
147,579
Dividends declared
—
—
—
( 54,099 )
—
( 54,099 )
Balance at March 31, 2020
65,512,248
$
655
$
2,209,098
$
30,483
$
30,299
$
2,270,535
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
ROYAL GOLD, INC.
Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Nine Months Ended
March 31,
March 31,
2021
2020
Cash flows from operating activities:
Net income and comprehensive income
$
220,856
$
147,579
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:
Depreciation, depletion and amortization
135,541
130,038
Gain on sale of Peak Gold JV interest
( 33,906 )
—
Non-cash employee stock compensation expense
4,236
8,283
Fair value changes in equity securities
( 4,060 )
4,972
Deferred tax benefit
( 9,050 )
( 37,117 )
Other
684
703
Changes in assets and liabilities:
Royalty receivables
( 17,738 )
( 11,589 )
Stream inventory
( 2,820 )
( 567 )
Income tax receivable
( 12,235 )
( 8,658 )
Prepaid expenses and other assets
998
( 5,771 )
Accounts payable
1,244
( 1,295 )
Income tax payable
12,337
14,054
Uncertain tax positions
( 12,470 )
( 132 )
Other liabilities
2,681
8,695
Net cash provided by operating activities
$
286,298
$
249,195
Cash flows from investing activities:
Acquisition of stream and royalty interests
( 82,488 )
( 107,855 )
Proceeds from sale of Peak Gold JV interest
49,154
—
Proceeds from sale of Contango shares
12,146
—
Other
( 451 )
2,766
Net cash used in investing activities
$
( 21,639 )
$
( 105,089 )
Cash flows from financing activities:
Repayment of debt
( 155,000 )
( 115,000 )
Net payments from issuance of common stock
( 1,425 )
( 4,257 )
Common stock dividends
( 56,417 )
( 53,111 )
Other
( 685 )
2,502
Net cash used in financing activities
$
( 213,527 )
$
( 169,866 )
Net increase (decrease) in cash and equivalents
51,132
( 25,760 )
Cash and equivalents at beginning of period
319,128
119,475
Cash and equivalents at end of period
$
370,260
$
93,715
The accompanying notes are an integral part of these consolidated financial statements.
6
Table of Contents
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 and nine months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2021. These interim unaudited consolidated 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 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 records credit losses from an “incurred loss” approach to an “expected loss” approach. This update was 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 Manh Choh Project (formerly known as 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, the owner of the Manh Choh Project, 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 return royalty on silver produced from an area of interest which includes the current Manh Choh Project resource area. Peak Gold, LLC retains the right to acquire 50 % of this royalty for consideration of $ 4.0 million; and
● An incremental 1 % net smelter return royalty on certain State of Alaska mining claims acquired by a wholly owned subsidiary of Contango in the transaction, 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 sheet as of March 31, 2021 and were assigned a combined value of approximately $ 4.4 million on the date of the transaction. We recorded a gain of $ 33.9 million on the sale of our 40 % membership interest in the Manh Choh Project during the three months ended September 30, 2020. The mark-to-market increase of $ 3.6 million on the sale of our 809,744
7
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
common shares in Contango is included in Fair value changes in equity securities on our consolidated statements of operations and comprehensive income and was recognized during the three months ended September 30, 2020.
3. STREAM AND ROYALTY INTERESTS, NET
The following tables summarize our stream and royalty interests, net as of March 31, 2021 and June 30, 2020.
As of March 31, 2021 (Amounts in thousands):
Cost
Accumulated Depletion
Net
Production stage stream interests:
Mount Milligan
$
790,635
$
( 283,660 )
$
506,975
Pueblo Viejo
610,404
( 235,169 )
375,235
Andacollo
388,182
( 124,225 )
263,957
Rainy River
175,727
( 38,368 )
137,359
Wassa
146,475
( 76,131 )
70,344
Total production stage stream interests
2,111,423
( 757,553 )
1,353,870
Production stage royalty interests:
Voisey's Bay
205,724
( 107,225 )
98,499
Peñasquito
99,172
( 48,765 )
50,407
Cortez
80,681
( 17,584 )
63,097
Other
442,891
( 377,642 )
65,249
Total production stage royalty interests
828,468
( 551,216 )
277,252
Total production stage stream and royalty interests
2,939,891
( 1,308,769 )
1,631,122
Development stage stream interests:
Khoemacau
212,877
—
212,877
Other
12,037
—
12,037
Development stage royalty interests:
Other
73,416
—
73,416
Total development stage stream and royalty interests
298,330
—
298,330
Exploration stage royalty interests:
Pascua-Lama
177,690
—
177,690
Other
117,293
—
117,293
Total exploration stage royalty interests
294,983
—
294,983
Total stream and royalty interests, net
$
3,533,204
$
( 1,308,769 )
$
2,224,435
8
Table of Contents
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
Cortez
80,681
( 15,065 )
—
65,616
Other
521,837
( 426,931 )
( 1,341 )
93,565
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 gold stream and the Prestea and Bogoso gold streams into two 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, continues to provide us the right to purchase 10.5 % of the gold payable 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 remains at 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. As of March 31, 2021, approximately 115,700 ounces remain to be delivered from the Wassa mine until the 240,000 ounce delivery threshold is reached.
The Prestea and Bogoso stream agreement with FGR provides us the right to purchase 5.5 % of the gold payable 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 and 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 stream is recorded as a production stage stream interest within Stream and royalty interests, net on our consolidated balance sheets and has a carrying value of $ 70.3 million as of March 31, 2021.
9
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
COVID-19 Pandemic
Throughout calendar 2020 and into calendar 2021, several of our operating counterparties have instituted temporary operational curtailments due to the ongoing COVID-19 pandemic. In addition, the pandemic and resulting economic and societal impacts have made it difficult for operators to forecast expected production amounts and, at times, operators have had to withdraw or revise previously disclosed guidance. For the most part, our results of operations and financial condition have not been materially impacted by these measures to date. However, the effects of the pandemic will ultimately depend on many factors that are outside of our control, including the severity and duration of the pandemic, government and operator actions in response to the pandemic, and the development, availability, and public acceptance of effective treatments and vaccines. As a result, we are currently unable to predict the nature or extent of any future impact on our results of operations and financial condition. We continue to monitor the impact of developments associated with the pandemic on stream and royalty interests as part of our regular asset impairment analysis.
4. MARKETABLE EQUITY SECURITIES
As of March 31, 2021, our marketable equity securities include 3,949,575 common shares of Battle North Gold Corporation (“Battle North Gold”), and warrants to purchase up to 19,640,000 common shares of TriStar Gold Inc. Our marketable equity securities are measured at fair value (Note 12) each reporting period with any changes in fair value recognized in net income.
On March 15, 2021, Evolution Mining Limited announced it had entered into a definitive arrangement with Battle North Gold to acquire all of the issued and outstanding shares of Battle North Gold at a price of $ 2.65 Canadian dollars per common share, payable in cash. The transaction remains subject to the affirmative vote of Battle North Gold’s shareholders, which is expected to be held in May 2021, and is expected to close during the quarter ending June 30, 2021.
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 for the nine months ended March 31, 2021.
The fair value of our marketable equity securities increased $ 1.9 million and $ 4.0 million for the three and nine months ended March 31, 2021, 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 March 31, 2021 and June 30, 2020 was $ 9.8 million and $ 17.9 million, respectively, and is included in Other assets on our consolidated balance sheets.
5. DEBT
Our debt as of March 31, 2021 and June 30, 2020 consists of the following:
As of March 31, 2021
As of June 30, 2020
Principal
Debt Issuance Costs
Total
Principal
Debt Issuance Costs
Total
(Amounts in thousands)
(Amounts in thousands)
Revolving credit facility
$
150,000
$
( 3,730 )
$
146,270
$
305,000
$
( 4,561 )
$
300,439
Total debt
$
150,000
$
( 3,730 )
$
146,270
$
305,000
$
( 4,561 )
$
300,439
Revolving credit facility
As of March 31, 2021, we had $ 150 million outstanding and $ 850 million available under our revolving credit facility. The interest rate on borrowings under our revolving credit facility as of March 31, 2021 was LIBOR plus 1.10 % for an all-in rate of 1.34 %. Interest expense, which includes interest on outstanding borrowings and amortization of debt issuance costs, was $ 0.8 million and $ 3.0 million for the three and nine months ended March 31, 2021, respectively, and $ 1.2 million and $ 5.0 million for the three and nine months ended March 31, 2020, 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 March 31, 2021, we were in compliance with each financial covenant.
10
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
On April 1, 2021, we repaid the remaining outstanding borrowings ($ 150 million) under our revolving credit facility. This increased the amount available under our revolving credit facility to $ 1 billion and decreased the amount outstanding to zero .
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 dates through the fiscal year ending June 30, 2030. The following amounts were recorded in the consolidated balance sheets at March 31, 2021 (amounts in thousands):
Classification
March 31, 2021
Operating Leases
Right-of-use assets - current
Prepaid expenses and other
$
805
Right-of-use assets - non-current
Other assets
6,206
Total right-of-use assets
$
7,011
Lease liabilities - current
Other current liabilities
$
952
Lease liabilities - non-current
Other long-term liabilities
7,403
Total operating lease liabilities
$
8,355
Maturities of operating lease liabilities at March 31, 2021 were as follows (amounts in thousands):
Fiscal Years:
Operating Leases
2021
$
287
2022
1,143
2023
1,120
2024
1,120
2025
1,083
Thereafter
4,533
Total lease payments
$
9,286
Less imputed interest
( 931 )
Total
$
8,355
Other information pertaining to leases consists of the following:
March 31, 2021
Operating Lease Term and Discount Rate
Weighted average remaining lease term in years
8.5
Weighted average discount rate
2.5 %
We did not have any finance leases as of March 31, 2021.
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
11
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
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 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 and nine months ended March 31, 2021, royalty revenue that was estimated or was attributable to metal production for a period prior to March 31, 2021, 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.
12
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
Stream revenue:
Gold
$
65,511
$
78,503
$
232,793
$
219,838
Silver
12,805
8,284
34,832
25,648
Copper
17,030
10,673
41,943
28,579
Total stream revenue
$
95,346
$
97,460
$
309,568
$
274,065
Royalty revenue:
Gold
$
31,245
$
28,792
$
94,620
$
72,617
Silver
4,208
2,666
11,842
7,860
Copper
4,015
3,340
12,471
10,427
Other
7,775
4,179
19,328
13,884
Total royalty revenue
$
47,243
$
38,977
$
138,261
$
104,788
Total revenue
$
142,589
$
136,437
$
447,829
$
378,853
Revenue attributable to our principal stream and royalty interests is disaggregated as follows (amounts in thousands):
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
Metal(s)
2021
2020
2021
2020
Stream revenue:
Mount Milligan
Gold & Copper
$
33,803
$
32,298
$
113,135
$
93,423
Pueblo Viejo
Gold & Silver
30,173
28,302
88,998
73,534
Andacollo
Gold
13,022
22,055
54,297
63,324
Wassa
Gold
8,774
8,647
24,644
18,760
Other
Gold & Silver
9,574
6,158
28,494
25,024
Total stream revenue
$
95,346
$
97,460
$
309,568
$
274,065
Royalty revenue:
Peñasquito
Gold, Silver, Lead & Zinc
$
13,128
$
7,425
$
36,289
$
19,422
Cortez
Gold
8,609
6,400
22,421
14,109
Other
Various
25,506
25,152
79,551
71,257
Total royalty revenue
$
47,243
$
38,977
$
138,261
$
104,788
Total revenue
$
142,589
$
136,437
$
447,829
$
378,853
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
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
(Amounts in thousands)
(Amounts in thousands)
Stock options
$
17
$
94
$
50
$
151
Stock appreciation rights
430
1,365
1,231
2,237
Restricted stock
533
2,659
2,118
4,599
Performance stock
364
526
837
1,296
Total stock-based compensation expense
$
1,344
$
4,644
$
4,236
$
8,283
Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income.
13
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
During the three and nine months ended March 31, 2021 and 2020, we granted the following stock-based compensation awards:
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
(Number of shares)
(Number of shares)
Stock options
—
—
2,860
1,604
Stock appreciation rights
—
6,890
64,100
53,616
Restricted stock
—
2,050
26,104
26,026
Performance stock (at maximum 200 % attainment)
—
4,280
35,380
32,840
Total equity awards granted
—
13,220
128,444
114,086
As of March 31, 2021, 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
$
108
2.1
Stock appreciation rights
2,790
2.0
Restricted stock
4,551
3.3
Performance stock
2,050
1.7
9. EARNINGS PER SHARE (“EPS”)
Basic EPS 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 EPS 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 EPS 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 EPS.
The following tables summarize the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data):
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
Net income attributable to Royal Gold common stockholders
$
54,026
$
38,554
$
220,855
$
150,329
Weighted-average shares for basic EPS
65,550,400
65,511,878
65,544,978
65,501,678
Effect of other dilutive securities
71,203
88,892
79,494
124,722
Weighted-average shares for diluted EPS
65,621,603
65,600,770
65,624,472
65,626,400
Basic EPS
$
0.82
$
0.59
$
3.36
$
2.30
Diluted EPS
$
0.82
$
0.59
$
3.36
$
2.29
14
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
10. INCOME TAXES
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
(Amounts in thousands, except rate)
(Amounts in thousands, except rate)
Income tax expense (benefit)
$
17,679
$
8,702
$
31,332
$
( 3,700 )
Effective tax rate
24.6 %
18.5 %
12.4 %
( 2.6 )%
The effective tax rate for the three months ended March 31, 2021, included an income tax expense attributable to an increase in valuation allowance on certain deferred tax assets. The effective tax rate for the three months ended March 31, 2020, included income tax benefits resulting from foreign exchange rate movements compared to the U.S. dollar.
The effective tax rate for the nine months ended March 31, 2021, included discrete tax benefits ($ 21.8 million) primarily 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 nine months ended March 31, 2020, included discrete benefits ($ 32.3 million) attributable to the remeasurement of certain deferred tax assets and a net step-up in the basis of tax assets due to the enactment of the Federal Act on Tax Reform and AHV Financing (Swiss Tax Reform).
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 March 31, 2021
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
$
644,334
$
181,382
$
825,716
$
702,732
$
189,855
$
892,587
Dominican Republic
375,235
—
375,235
406,469
—
406,469
Chile
263,957
224,116
488,073
277,661
223,922
501,583
Africa
283,221
321
283,542
215,463
321
215,784
Mexico
—
69,440
69,440
—
75,951
75,951
United States
—
114,776
114,776
—
159,445
159,445
Australia
—
28,484
28,484
—
30,006
30,006
Rest of world
12,037
27,132
39,169
12,038
25,050
37,088
Total
$
1,578,784
$
645,651
$
2,224,435
$
1,614,363
$
704,550
$
2,318,913
15
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):
Three Months Ended March 31, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
95,346
$
21,469
$
—
$
32,595
$
41,282
Royalty interests
47,243
—
1,835
8,607
36,801
Total
$
142,589
$
21,469
$
1,835
$
41,202
$
78,083
Three Months Ended March 31, 2020
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
97,460
$
21,961
$
—
$
43,240
$
32,259
Royalty interests
38,977
—
851
7,875
30,251
Total
$
136,437
$
21,961
$
851
$
51,115
$
62,510
Nine Months Ended March 31, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
309,568
$
68,230
$
—
$
111,848
$
129,490
Royalty interests
138,261
—
4,591
23,428
110,242
Total
$
447,829
$
68,230
$
4,591
$
135,276
$
239,732
Nine Months Ended March 31, 2020
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
274,065
$
63,149
$
—
$
106,883
$
104,033
Royalty interests
104,788
—
2,934
22,875
78,979
Total
$
378,853
$
63,149
$
2,934
$
129,758
$
183,012
(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.
A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
Total segment gross profit
$
78,083
$
62,510
$
239,732
$
183,012
Costs and expenses
General and administrative expenses
6,932
9,551
21,175
23,658
Exploration costs
—
565
563
4,705
Depreciation and amortization
94
113
265
280
Gain on sale of Peak Gold JV interest
—
—
( 33,906 )
—
Operating income
71,057
52,281
251,635
154,369
Fair value changes in equity securities
1,902
( 3,819 )
4,060
( 4,972 )
Interest and other income
733
620
1,767
1,621
Interest and other expense
( 1,820 )
( 2,088 )
( 5,274 )
( 7,139 )
Income before income taxes
$
71,872
$
46,994
$
252,188
$
143,879
16
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Our revenue by reportable segment for the three and nine months ended March 31, 2021 and 2020 is geographically distributed as shown in the following table (amounts in thousands):
Three Months Ended
Nine Months Ended
March 31,
March 31,
March 31,
March 31,
2021
2020
2021
2020
Stream interests:
Canada
$
42,609
$
37,136
$
138,497
$
112,990
Dominican Republic
30,173
28,302
88,998
73,534
Chile
13,022
22,055
54,296
63,323
Africa
9,542
9,967
27,777
24,218
Total stream interests
$
95,346
$
97,460
$
309,568
$
274,065
Royalty interests:
United States
$
16,474
$
13,199
$
47,262
$
33,813
Mexico
15,270
9,126
42,021
26,084
Australia
4,360
9,160
17,217
24,923
Canada
8,612
3,714
22,069
11,062
Africa
748
925
2,241
2,531
Rest of world
1,779
2,853
7,451
6,375
Total royalty interests
$
47,243
$
38,977
$
138,261
$
104,788
Total revenue
$
142,589
$
136,437
$
447,829
$
378,853
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
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 March 31, 2021
Fair Value
Carrying Amount
Total
Level 1
Level 2
Level 3
Assets (amounts in thousands):
Marketable equity securities (1)
$
9,777
$
9,777
$
8,155
$
1,622
$
—
(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 TriStar Gold Inc. 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. The carrying value of our revolving credit facility (Note 5) approximates fair value as of March 31, 2021.
17
Table of Contents
ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As of March 31, 2021, 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
Our Khoemac a u silver stream transaction closed in February 2019. Between November 2019 and January 2021, we completed a total of $ 212 million in advanced payments required to earn the base silver stream of 80 % of payable silver 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
● $ 32.6 million – January 6, 2021
On April 7, 2021, we made a seventh advance payment of $ 10.6 million toward the option silver stream which increased our right to receive payable silver produced from Khoemac a u from a rate of 80 % to 84 % until the delivery of approximately 33.6 million silver ounces, and 42 % (from 40 %) thereafter. Additionally, on April 7, 2021, Khoemac a u Copper Mining (Pty.) Limited (“KCM”) drew $ 18.0 million on a $ 25.0 million subordinated debt facility provided by Royal Gold. The subordinated debt facility has a term of seven years , carries interest at a rate of LIBOR + 11 % and requires mandatory repayment upon certain events.
Royal Gold has remaining committed funding of $ 49.4 million to KCM in the form of $ 42.4 million of additional stream financing and $ 7.0 million of debt, both of which may be drawn at the election of KCM prior to the completion of construction. Refer to our Fiscal 2020 10-K for further details on the Khoemac a u silver stream acquisition and subordinated debt facility.
Ilovica Gold Stream Acquisition
As of March 31, 2021, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.
18
Table of Contents
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.