Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ROYAL GOLD, INC.
Consolidated Balance Sheets
(Unaudited, amounts in thousands except share data)
June 30,
December 31,
2022
2021
ASSETS
Cash and equivalents
$
280,617
$
143,551
Royalty receivables
36,868
54,088
Income tax receivable
7,712
4,915
Stream inventory
13,172
11,607
Prepaid expenses and other
1,971
1,835
Total current assets
340,340
215,996
Stream and royalty interests, net (Note 3)
2,389,864
2,443,752
Other assets
122,842
97,284
Total assets
$
2,853,046
$
2,757,032
LIABILITIES
Accounts payable
$
7,067
$
6,475
Dividends payable
22,984
22,966
Income tax payable
24,047
19,070
Other current liabilities
9,915
12,917
Total current liabilities
64,013
61,428
Deferred tax liabilities
86,206
87,705
Other liabilities
6,169
6,688
Total liabilities
156,388
155,821
Commitments and contingencies (Note 12)
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 65,569,687 and 65,564,364 shares outstanding, respectively
656
656
Additional paid-in capital
2,210,809
2,206,159
Accumulated earnings
472,764
381,929
Total Royal Gold stockholders’ equity
2,684,229
2,588,744
Non-controlling interests
12,429
12,467
Total equity
2,696,658
2,601,211
Total liabilities and equity
$
2,853,046
$
2,757,032
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited, amounts in thousands except share data)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Revenue (Note 6)
$
146,441
$
168,027
$
308,796
$
310,616
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)
23,810
24,668
46,450
46,137
General and administrative
9,312
7,212
18,243
14,143
Production taxes
1,425
2,152
3,646
3,987
Depreciation, depletion and amortization
43,989
48,028
91,976
89,324
Total costs and expenses
78,536
82,060
160,315
153,591
Operating income
67,905
85,967
148,481
157,025
Fair value changes in equity securities
( 2,191 )
1,957
( 1,577 )
3,859
Interest and other income
1,118
676
2,093
1,409
Interest and other expense
( 1,398 )
( 1,145 )
( 2,296 )
( 2,965 )
Income before income taxes
65,434
87,455
146,701
159,328
Income tax benefit (expense)
5,911
( 5,536 )
( 9,393 )
( 23,214 )
Net income and comprehensive income
71,345
81,919
137,308
136,114
Net income and comprehensive income attributable to non-controlling interests
( 205 )
( 242 )
( 492 )
( 409 )
Net income and comprehensive income attributable to Royal Gold common stockholders
$
71,140
$
81,677
$
136,816
$
135,705
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share
$
1.08
$
1.24
$
2.08
$
2.07
Basic weighted average shares outstanding
65,569,190
65,550,682
65,567,621
65,550,542
Diluted earnings per share
$
1.08
$
1.24
$
2.08
$
2.07
Diluted weighted average shares outstanding
65,678,320
65,636,964
65,661,653
65,629,284
Cash dividends declared per common share
$
0.35
$
0.30
$
0.70
$
0.60
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Consolidated Statements of Changes in Stockholders’ Equity
Three months ended June 30, 2022, and 2021
(unaudited, amounts in thousands except share data)
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings
Interests
Equity
Balance at March 31, 2022
65,568,799
$
656
$
2,208,425
$
424,608
$
12,425
$
2,646,114
Stock-based compensation and related share issuances
888
—
2,384
—
—
2,384
Distributions to non-controlling interests
—
—
—
—
( 201 )
( 201 )
Net income and comprehensive income
—
—
—
71,140
205
71,345
Dividends declared
—
—
—
( 22,984 )
—
( 22,984 )
Balance at June 30, 2022
65,569,687
$
656
$
2,210,809
$
472,764
$
12,429
$
2,696,658
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings
Interests
Equity
Balance at March 31, 2021
65,550,445
$
656
$
2,202,410
$
224,254
$
12,805
$
2,440,125
Stock-based compensation and related share issuances
616
—
1,453
—
—
1,453
Distributions to non-controlling interests
—
—
—
—
( 400 )
( 400 )
Net income and comprehensive income
—
—
—
81,677
242
81,919
Dividends declared
—
—
—
( 19,682 )
—
( 19,682 )
Balance at June 30, 2021
65,551,061
$
656
$
2,203,863
$
286,249
$
12,647
$
2,503,415
ROYAL GOLD, INC.
Consolidated Statements of Changes in Stockholders’ Equity
Six Months ended June 30, 2022, and 2021
(unaudited, amounts in thousands except share data)
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings
Interests
Equity
Balance at December 31, 2021
65,564,364
$
656
$
2,206,159
$
381,929
$
12,467
$
2,601,211
Stock-based compensation and related share issuances
5,323
—
4,650
—
—
4,650
Distributions to non-controlling interests
—
—
—
—
( 530 )
( 530 )
Net income and comprehensive income
—
—
—
136,816
492
137,308
Dividends declared
—
—
—
( 45,981 )
—
( 45,981 )
Balance at June 30, 2022
65,569,687
$
656
$
2,210,809
$
472,764
$
12,429
$
2,696,658
Royal Gold Stockholders
Additional
Common Shares
Paid-In
Accumulated
Non-controlling
Total
Shares
Amount
Capital
Earnings
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
2,646
—
2,787
—
—
2,787
Distributions to non-controlling interests
—
—
—
—
( 799 )
( 799 )
Net income and comprehensive income
—
—
—
135,705
409
136,114
Dividends declared
—
—
—
( 39,366 )
—
( 39,366 )
Balance at June 30, 2021
65,551,061
$
656
$
2,203,863
$
286,249
$
12,647
$
2,503,415
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Six Months Ended
June 30,
June 30,
2022
2021
Cash flows from operating activities:
Net income and comprehensive income
$
137,308
$
136,114
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:
Depreciation, depletion and amortization
91,976
89,324
Non-cash employee stock compensation expense
4,542
2,837
Fair value changes in equity securities
1,577
( 3,859 )
Deferred tax (benefit) expense
( 28,114 )
8,861
Other
491
572
Changes in assets and liabilities:
Royalty receivables
17,220
( 2,925 )
Stream inventory
( 1,564 )
( 3,785 )
Income tax receivable
( 2,797 )
4,419
Prepaid expenses and other assets
( 1,359 )
( 582 )
Accounts payable
592
3,786
Income tax payable
4,976
( 8,839 )
Uncertain tax positions
—
( 12,358 )
Other liabilities
( 3,519 )
( 479 )
Net cash provided by operating activities
$
221,329
$
213,086
Cash flows from investing activities:
Acquisition of stream and royalty interests
( 37,841 )
( 119,315 )
Khoemac a u subordinated debt facility
—
( 18,000 )
Proceeds from sale of equity securities
—
8,651
Other
( 36 )
( 177 )
Net cash used in investing activities
$
( 37,877 )
$
( 128,841 )
Cash flows from financing activities:
Repayment of debt
—
( 200,000 )
Net payments from issuance of common stock
108
( 50 )
Common stock dividends
( 45,953 )
( 39,364 )
Other
( 541 )
( 774 )
Net cash used in financing activities
$
( 46,386 )
$
( 240,188 )
Net increase (decrease) in cash and equivalents
137,066
( 155,943 )
Cash and equivalents at beginning of period
143,551
381,859
Cash and equivalents at end of period
$
280,617
$
225,916
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
Royal Gold Inc., together with its subsidiaries (“Royal Gold,” the “Company,” “we,” “us,” or “our”), 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 six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2022. These interim unaudited consolidated financial statements should be read in conjunction with our Transition Report on Form 10-K for the six months ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022 (“Transition Report”).
Recent Accounting Standards
We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.
2. ACQUISITIONS
Lawyers Royalty Acquisition
On March 24, 2022, we acquired a 0.5 % net smelter returns royalty (“NSR”) on production from the Lawyers Project, currently operated by Benchmark Metals Inc., which is located in British Columbia, Canada. As part of this transaction, we also acquired a right of first offer (“ROFO”) for an existing 2.0 % NSR royalty over the Ranch Project owned by Thesis Gold, Inc. that is located adjacent to the Lawyers Project. We paid $ 8.0 million in cash consideration for the royalty and ROFO to Guardsmen Resources Inc. The Lawyers Project acquisition has been accounted for as an asset acquisition. The $ 8.0 million cash consideration, plus direct acquisition costs, have been recorded as an exploration stage royalty interest (Note 3) within Stream and royalty interests, net on our consolidated balance sheets.
Khoemac a u Silver Stream
On February 23, 2022, we made an advance payment of $ 10.0 million toward the option stream which increased our right to receive payable silver produced from Khoemac a u from 90 % to 93 %, and on March 14, 2022, we made our final advance payment of $ 16.5 million toward the option stream which increased our right to receive payable silver produced from 93 % to 100 %. Cumulative advance payments of $ 265 million, plus direct acquisition costs, have been recorded as a production stage stream interest within Stream and royalty interests, net on our consolidated balance sheets.
As of June 30, 2022, $ 25.0 million of the subordinated debt facility, and $ 3.5 million of accrued interest remains outstanding on the Khoemac a u subordinated debt facility, and these amounts are included in Other assets in our
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
consolidated balance sheets. Refer to our Transition Report for further details on the Khoemac a u silver stream acquisition and subordinated debt facility.
3. STREAM AND ROYALTY INTERESTS, NET
The following tables summarize our stream and royalty interests, net as of June 30, 2022 and December 31, 2021.
As of June 30, 2022 (Amounts in thousands):
Cost
Accumulated Depletion
Net
Production stage stream interests:
Mount Milligan
$
790,635
$
( 369,245 )
$
421,390
Pueblo Viejo
610,404
( 274,189 )
336,215
Andacollo
388,182
( 146,235 )
241,947
Khoemac a u
265,911
( 8,055 )
257,856
Rainy River
175,727
( 56,351 )
119,376
Wassa
146,475
( 90,625 )
55,850
Other
69,101
( 8,371 )
60,730
Total production stage stream interests
2,446,435
( 953,071 )
1,493,364
Production stage royalty interests:
Voisey's Bay
205,724
( 116,383 )
89,341
Red Chris
116,187
( 1,797 )
114,390
Peñasquito
99,172
( 55,399 )
43,773
Cortez
80,681
( 28,232 )
52,449
Other
447,251
( 392,962 )
54,289
Total production stage royalty interests
949,015
( 594,773 )
354,242
Total production stage stream and royalty interests
3,395,450
( 1,547,844 )
1,847,606
Development stage stream interests:
Other
12,038
—
12,038
Development stage royalty interests:
Côté
45,421
—
45,421
Other
62,796
—
62,796
Total development stage stream and royalty interests
120,255
—
120,255
Exploration stage stream interests:
NX Gold
34,253
—
34,253
Exploration stage royalty interests:
Pascua-Lama
177,690
—
177,690
Red Chris
48,895
—
48,895
Côté
29,610
—
29,610
Other
131,555
—
131,555
Total exploration stage stream and royalty interests
422,003
—
422,003
Total stream and royalty interests, net
$
3,937,708
$
( 1,547,844 )
$
2,389,864
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As of December 31, 2021 (Amounts in thousands):
Cost
Accumulated Depletion
Net
Production stage stream interests:
Mount Milligan
$
790,635
$
( 336,921 )
$
453,714
Pueblo Viejo
610,405
( 260,321 )
350,084
Andacollo
388,182
( 139,035 )
249,147
Khoemac a u
239,411
( 3,402 )
236,009
Rainy River
175,727
( 50,115 )
125,612
Wassa
146,475
( 84,915 )
61,560
Other
69,101
( 4,193 )
64,908
Total production stage stream interests
2,419,936
( 878,902 )
1,541,034
Production stage royalty interests:
Voisey's Bay
205,724
( 113,602 )
92,122
Red Chris
116,187
—
116,187
Peñasquito
99,172
( 53,022 )
46,150
Cortez
80,681
( 23,225 )
57,456
Other
447,799
( 387,364 )
60,435
Total production stage royalty interests
949,563
( 577,213 )
372,350
Total production stage stream and royalty interests
3,369,499
( 1,456,115 )
1,913,384
Development stage stream interests:
Other
12,037
—
12,037
Development stage royalty interests:
Côté
45,421
—
45,421
Other
54,755
—
54,755
Total development stage stream and royalty interests
112,213
—
112,213
Exploration stage stream interests:
NX Gold
30,974
—
30,974
Exploration stage royalty interests:
Pascua-Lama
177,690
—
177,690
Red Chris
48,895
—
48,895
Côté
29,610
—
29,610
Other
130,986
—
130,986
Total exploration stage stream and royalty interests
418,155
—
418,155
Total stream and royalty interests, net
$
3,899,867
$
( 1,456,115 )
$
2,443,752
4. MARKETABLE EQUITY SECURITIES
As of June 30, 2022, our marketable equity securities include warrants to purchase up to 19,640,000 common shares of TriStar Gold Inc. Our marketable equity securities are measured at fair value (Note 11) each reporting period with any changes in fair value recognized in net income.
The fair value of our marketable equity securities decreased $ 2.2 million and $ 1.6 million for the three and six months ended June 30, 2022, respectively, and increased $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2021, respectively. These changes 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 June 30, 2022 and December 31, 2021, was $ 0.2 million and $ 1.7 million, respectively, and is included in Other assets on our consolidated balance sheets.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
5. DEBT
Revolving credit facility
As of June 30, 2022, we had no amounts outstanding under our revolving credit facility dated June 2, 2017, and as amended. Interest expense, which includes interest on outstanding borrowings and amortization of debt issuance costs, was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2022, respectively, and $ 0.3 million and $ 1.1 million for the three and six months ended June 30, 2021, respectively. We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under the revolving credit facility as of June 30, 2022.
We may repay any borrowings under the revolving credit facility at any time without premium or penalty.
6. REVENUE
Revenue Recognition
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 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 costs.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
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 Transition Report. For the three months ended June 30, 2022, royalty revenue that was estimated or was attributable to metal production for a period prior to June 30, 2022, 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 10.
Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Stream revenue:
Gold
$
75,325
$
91,187
$
152,827
$
156,698
Silver
12,892
8,449
24,331
21,255
Copper
16,662
14,785
32,972
31,814
Total stream revenue
$
104,879
$
114,421
$
210,130
$
209,767
Royalty revenue:
Gold
$
28,974
$
37,164
$
66,890
$
68,409
Silver
3,512
4,356
7,829
8,564
Copper
3,281
3,977
9,986
7,993
Other
5,795
8,109
13,961
15,883
Total royalty revenue
$
41,562
$
53,606
$
98,666
$
100,849
Total revenue
$
146,441
$
168,027
$
308,796
$
310,616
Revenue attributable to our principal stream and royalty interests is disaggregated as follows (amounts in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
Metal(s)
2022
2021
2022
2021
Stream revenue:
Mount Milligan
Gold & Copper
$
45,627
$
43,802
$
88,043
$
77,606
Pueblo Viejo
Gold & Silver
19,812
26,585
43,076
56,759
Andacollo
Gold
11,721
27,868
27,395
40,889
Wassa
Gold
8,248
7,129
15,451
15,902
Khoemac a u
Silver
5,203
—
7,591
—
Other
Gold & Silver
14,268
9,037
28,574
18,611
Total stream revenue
$
104,879
$
114,421
$
210,130
$
209,767
Royalty revenue:
Peñasquito
Gold, Silver, Lead & Zinc
$
9,664
$
13,399
$
22,758
$
26,527
Cortez
Gold
8,138
13,739
24,852
22,348
Other
Various
23,760
26,468
51,056
51,974
Total royalty revenue
$
41,562
$
53,606
$
98,666
$
100,849
Total revenue
$
146,441
$
168,027
$
308,796
$
310,616
Please refer to Note 10 for the geographical distribution of our revenue by reportable segment.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
7. STOCK-BASED COMPENSATION
We recognized stock-based compensation expense as follows (amounts in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Restricted stock
$
1,201
$
550
$
2,356
$
1,082
Performance stock
847
479
1,478
844
Stock appreciation rights
360
446
692
876
Stock options
10
18
16
35
Total stock-based compensation expense
$
2,418
$
1,493
$
4,542
$
2,837
Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income.
There were no awards granted during the three months ended June 30, 2022 and 2021. During the six months ended June 30, 2022 and 2021, we granted the following stock-based compensation awards:
Six Months Ended
June 30,
June 30,
2022
2021
(Number of shares)
Performance stock (at maximum 200 % attainment)
39,380
—
Restricted stock
28,220
—
Total equity awards granted
67,600
—
As of June 30, 2022, 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)
Restricted stock
$
8,347
2.4
Performance stock
6,039
2.2
Stock appreciation rights
964
1.1
Stock options
33
1.1
8. EARNINGS PER SHARE (“EPS”)
Basic EPS was 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.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
The following tables summarize the effects of dilutive securities on diluted EPS for the periods shown below (amounts in thousands, except share data):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Net income attributable to Royal Gold common stockholders
$
71,140
$
81,677
$
136,816
$
135,705
Weighted-average shares for basic EPS
65,569,190
65,550,682
65,567,621
65,550,542
Effect of other dilutive securities
109,130
86,282
94,032
78,742
Weighted-average shares for diluted EPS
65,678,320
65,636,964
65,661,653
65,629,284
Basic EPS
$
1.08
$
1.24
$
2.08
$
2.07
Diluted EPS
$
1.08
$
1.24
$
2.08
$
2.07
9. INCOME TAXES
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Income tax benefit (expense)
$
5,911
$
( 5,536 )
$
( 9,393 )
$
( 23,214 )
Effective tax rate
9.0 %
( 6.3 %)
( 6.4 %)
( 14.6 %)
The effective tax rate for the three and six months ended June 30, 2022, included a discrete income tax benefit of $ 18.8 million attributable to the release of a valuation allowance on certain deferred tax assets. The effective tax rate for the three and six months ended June 30, 2021, included a discrete tax benefit of $ 11.5 million attributable to the settlement of an uncertain tax position with a foreign jurisdiction.
10. 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. Our long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table (amounts in thousands):
As of June 30, 2022
As of December 31, 2021
Total stream
Total stream
Stream
Royalty
and royalty
Stream
Royalty
and royalty
interest
interest
interests, net
interest
interest
interests, net
Canada
$
540,766
$
414,496
$
955,262
$
579,326
$
412,419
$
991,745
Chile
241,947
224,116
466,063
249,147
224,116
473,263
Dominican Republic
336,215
—
336,215
350,083
—
350,083
Africa
313,707
321
314,028
297,569
321
297,890
United States
—
101,921
101,921
—
107,761
107,761
Mexico
—
55,877
55,877
—
60,977
60,977
Australia
—
26,861
26,861
—
27,496
27,496
Rest of world
107,020
26,617
133,637
107,920
26,617
134,537
Total
$
1,539,655
$
850,209
$
2,389,864
$
1,584,045
$
859,707
$
2,443,752
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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 June 30, 2022
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
104,879
$
23,810
$
—
$
37,790
$
43,279
Royalty interests
41,562
—
1,425
6,075
34,062
Total
$
146,441
$
23,810
$
1,425
$
43,865
$
77,341
Three Months Ended June 30, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
114,421
$
24,668
$
—
$
38,746
$
51,007
Royalty interests
53,606
—
2,152
9,190
42,264
Total
$
168,027
$
24,668
$
2,152
$
47,936
$
93,271
Six Months Ended June 30, 2022
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
210,130
$
46,450
$
—
$
74,169
$
89,511
Royalty interests
98,666
—
3,646
17,561
77,459
Total
$
308,796
$
46,450
$
3,646
$
91,730
$
166,970
Six Months Ended June 30, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
209,767
$
46,137
$
—
$
71,341
$
92,289
Royalty interests
100,849
—
3,987
17,797
79,065
Total
$
310,616
$
46,137
$
3,987
$
89,138
$
171,354
(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
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Total segment gross profit
$
77,341
$
93,271
$
166,970
$
171,354
Costs and expenses
General and administrative expenses
9,312
7,212
18,243
14,143
Depreciation and amortization
124
92
246
186
Operating income
67,905
85,967
148,481
157,025
Fair value changes in equity securities
( 2,191 )
1,957
( 1,577 )
3,859
Interest and other income
1,118
676
2,093
1,409
Interest and other expense
( 1,398 )
( 1,145 )
( 2,296 )
( 2,965 )
Income before income taxes
$
65,434
$
87,455
$
146,701
$
159,328
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Our revenue by reportable segment for the three and six months ended June 30, 2022 and 2021 is geographically distributed as shown in the following table (amounts in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2022
2021
2022
2021
Stream interests:
Canada
$
54,591
$
52,040
$
106,077
$
94,649
Dominican Republic
19,812
26,585
43,076
56,759
Africa
14,540
7,928
25,375
17,470
Chile
11,721
27,868
27,395
40,889
Rest of world
4,215
—
8,207
—
Total stream interests
$
104,879
$
114,421
$
210,130
$
209,767
Royalty interests:
United States
$
16,845
$
21,349
$
41,202
$
37,823
Mexico
11,940
16,191
27,821
31,461
Canada
5,773
9,601
16,551
18,213
Australia
4,040
4,249
8,086
8,610
Africa
114
559
430
1,307
Rest of world
2,850
1,657
4,576
3,435
Total royalty interests
$
41,562
$
53,606
$
98,666
$
100,849
Total revenue
$
146,441
$
168,027
$
308,796
$
310,616
11. 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 June 30, 2022
Fair Value
Carrying Value
Total
Level 1
Level 2
Level 3
Assets (amounts in thousands):
Marketable equity securities (1)
$
155
$
155
$
—
$
155
$
—
(1) Included in Other assets on our consolidated balance sheets.
The TriStar Gold Inc. warrants (Note 4) 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 June 30, 2022.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As of June 30, 2022, 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.
12. COMMITMENTS AND CONTINGENCIES
NX Gold Exploration Payment
On March 22, 2022, we made a payment of $ 3.2 million to a subsidiary of Ero Copper Corporation (“Ero”) as part of our commitment to support the achievement of success-based targets related to regional exploration and mineral resource additions. This payment has been recorded to exploration stage stream interests (Note 3) within Stream and royalty interests, net on our consolidated balance sheets. As of June 30, 2022, $ 6.8 million of advance payments remain if Ero meets certain success-based targets related to regional exploration and mineral resource additions through calendar 2024. Refer to our Transition Report for further information on the NX Gold stream acquisition.
Ilovica Gold Stream Acquisition
As of June 30, 2022, 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.
13. SUBSEQUENT EVENTS
Acquisition of Additional Royalty Interest on Cortez Complex
On August 2, 2022, we announced that we acquired a sliding-scale gross royalty (the “Cortez Royalty”) on an area including the Cortez mine operational area and the Fourmile development project in Nevada (the “Cortez Complex”). We paid $ 525 million in cash consideration for the Cortez Royalty to Kennecott Royalty Company, a wholly owned subsidiary of Rio Tinto European Holdings Limited. The area within the Cortez Complex is owned or controlled by Nevada Gold Mines LLC (“NGM”), a joint venture between Barrick Gold Corporation (“Barrick”) ( 61.5 % owner and operator) and Newmont Corporation ( 38.5 % owner), with the exception of the Fourmile project which is 100 % owned and operated by Barrick.
The Cortez Royalty is a life of mine sliding scale gross royalty payable at a rate of 0 % at a gold price less than $ 400 per ounce, increasing to 3 % at a gold price above $ 900 per ounce, and is payable on 40 % of all production from the Cortez Complex. The Cortez Royalty does not cover the existing deposits within the Robertson property. At current gold prices the Cortez Royalty is an effective 1.2 % gross royalty on the Cortez Complex and is not subject to any stepdowns or caps.
The Cortez Royalty is payable after cumulative production from the Cortez Complex of 15 million gold equivalent ounces from January 1, 2008 onwards. According to Barrick public disclosure, cumulative production from January 1, 2008, was approximately 14.8 million ounces as of June 30, 2022.
The purchase price was funded with debt and available cash on hand. In anticipation of this acquisition, we borrowed $ 500 million under our revolving credit facility in July 2022, leaving $ 500 million available. Per our credit facility dated June 2, 2017, as amended, the borrowing was under a Base Rate loan option with an all-in interest rate of approximately 5.6 %. We anticipate converting the Base Rate loan into a LIBOR loan on or around August 5, 2022.
Agreement to Acquire Great Bear Royalties Corporation
On July 11, 2022, we announced that we had entered into a definitive agreement with Great Bear Royalties Corporation (“GBR”) to acquire all of the issued and outstanding common shares of GBR for cash consideration of C $ 6.65 per common share, which values GBR at approximately C $ 199.5 million (approximately US $ 155 million) on a fully diluted basis. GBR’s sole material asset is a 2.0 % NSR royalty (the “Royalty”) that includes the entire 9,140 hectares of the Great Bear Project in the Red Lake district of Ontario, Canada, indirectly owned and operated by Kinross Gold Corporation (“Kinross”). We plan to fund the purchase price with available cash on hand.
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ROYAL GOLD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As part of our due diligence, we entered into a co-operation agreement with Kinross to obtain access to Kinross personnel and certain information pertaining to the Great Bear Project. In exchange, we agreed to amend certain terms of the royalty agreement upon closing of the acquisition, including providing an option to Kinross to purchase a 25 % interest in the Royalty for an amount equal to 25 % of our purchase price of GBR, adjusted for inflation, at any time from the transaction closing date until the earlier of a construction decision for the Great Bear Project and 10 years after the transaction closing date.
The acquisition has been unanimously approved by the boards of directors of both Royal Gold and GBR, and the board of directors of GBR has resolved to recommend that the shareholders of GBR approve the acquisition. All directors and officers of GBR have entered into support agreements to vote their shares in support of the acquisition representing, in aggregate, approximately 10.5 % of the outstanding common shares of GBR. The arrangement agreement provides us a customary right to match any superior proposal and includes customary non-solicitation covenants. In addition, the arrangement agreement requires GBR to pay a termination fee of C $ 7.0 million (approximately US $ 6 million) to us if GBR terminates the arrangement agreement in certain circumstances.
The transaction is subject to approval by the shareholders of GBR, and regulatory and court approvals. GBR expects to hold a special meeting of shareholders to approve the transaction on August 31, 2022, and subject to approval by shareholders, GBR will shortly thereafter seek approval by the Supreme Court of British Columbia of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia). We expect the transaction to close during the quarter ending September 30, 2022.
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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.