Item 1. Business
ITEM 1. BUSINESS
Change in Fiscal Year
On August 9, 2021, our board of directors approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021. As a result, this Annual Report on Form 10-K (this “Form 10-K”) includes financial information for the transition period from July 1, 2021, through December 31, 2021. Prior to the six months ended December 31, 2021, our fiscal year ended on June 30. References in this report to the “transition period” refer to the six-month period ended December 31, 2021. See Item 8, Note 17 to our Consolidated Financial Statements for further information.
Overview
We acquire and manage precious metal streams, royalties, and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production, development or in the exploration stage in exchange for stream or royalty interests. We do not conduct mining operations on the properties in which we hold stream and royalty interests and are generally not required to contribute to capital costs, environmental costs, or other operating costs on the properties. Please refer to Item 2, Properties, for a discussion of the developments at our principal properties.
In the ordinary course of business, we engage in a continual review of opportunities to acquire existing stream and royalty interests, to establish new stream and royalty interests on operating mines, to create new stream and royalty interests through the financing of mine development or exploration, or to acquire companies that hold stream and royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, our analysis of technical, financial, legal and other confidential information of particular opportunities, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.
As discussed in further detail throughout this report, some key highlights and developments for our business for the year ended December 31, 2022 were as follows:
● On December 29, 2022 we acquired two portions of a gross smelter return royalty that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $204.1 million. The two portions of the gross smelter return royalty are comprised of a 0.24% gross royalty that covers
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areas including the Pipeline and Crossroads deposits and a 0.45% gross royalty that covers areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits. These royalties are not subject to stepdowns or caps and have no applicable deductions.
● On September 9, 2022, we completed the acquisition of all the issued and outstanding shares of Great Bear Royalties Corporation for cash consideration of approximately C$199.6 million (US$151.7 million). The sole material asset of Great Bear Royalties Corp. is a 2.0% net smelter royalty that covers the entirety of the Great Bear Project in the Red Lake district of Ontario, Canada, owned and operated by a subsidiary of Kinross Gold Corporation.
● On August 1, 2022, we acquired a sliding scale gross royalty from Kennecott Royalty Company, a wholly owned subsidiary of Rio Tinto European Holdings Limited, on production from an area including the Cortez mine operational area, including the Pipeline, Crossroads, Cortez Hills and Goldrush deposits, and the Fourmile development project for cash consideration of $525 million. Based on information available, the royalty would not cover the existing Robertson deposits. At gold prices above $900 per ounce, the sliding scale gross royalty is an effective 1.2% gross royalty and is not subject to any stepdowns or caps.
● On March 14, 2022, we made our final advance payment toward the Khoemac a u option stream which increased our right to receive payable silver produced from Khoemac a u from 93% to 100%.
● We had revenue of $603.2 million for the year ended December 31, 2022, compared to $653.6 million for the comparable prior year period. This was an 8% decrease period over period.
● We generated $417.3 million of net operating cash flow for the year ended December 31, 2022, compared to $461.9 million for the comparable prior year period. This was a 9.7% decrease period over period.
● At December 31, 2022, we had $575 million outstanding under our $1.0 billion revolving credit facility and had cash and equivalents of $119 million.
● We increased our calendar year dividend to $1.50 per basic share, which is paid in quarterly installments throughout calendar year 2023. This represents a 7% increase compared with the dividend paid during calendar year 2022.
Certain Definitions
Dollar or “$”: Refers to U.S. dollars. We refer to Canadian dollars as C$.
Development stage property . A property that has mineral reserves disclosed but no material extraction.
Exploration stage property: A property that has no mineral reserves disclosed.
Gold equivalent ounces (GEOs): GEOs are calculated as Royal Gold’s revenue divided by the average gold price for the period, with the gold price determined based on the LBMA Price.
Gross smelter return (GSR) royalty: A defined percentage of the gross revenue from a mineral resource extraction operation, less, if applicable, certain contract-defined costs paid by or charged to the operator.
Indicated mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
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Inferred mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
LBMA Price: The London Bullion Market Association PM fixing prices in U.S. dollars for gold and daily fixing prices in U.S. dollars for silver.
LME Price : The London Metals Exchange settlement price for copper and other metals, as applicable.
Measured mineral resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in Subpart 1300 of Regulation S-K (“SK1300”), in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Metal stream: 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.
Mineral reserve: An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Mineral resource: A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
Mineralized material: A term used for reporting historically that refers to that part of a mineral system that has potential economic significance but is not included in the proven and probable reserve estimates until further drilling and metallurgical work is completed, and until other economic and technical feasibility factors based on such work have been resolved.
Net smelter return (NSR) royalty: A defined percentage of the gross revenue from a resource extraction operation less a proportionate share of incidental transportation, insurance, refining and smelting costs.
Net value royalty (NVR): A defined percentage of the gross revenue from a resource extraction operation less certain contract-defined costs.
Probable mineral reserve: The economically mineable part of an indicated and, in some cases, a measured mineral resource.
Production stage property . A property with material extraction of mineral reserves.
Proven mineral reserve: The economically mineable part of a measured mineral resource that can only result from conversion of a measured mineral resource.
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Payable metal: Ounces or pounds of metal in concentrate after deduction of a percentage of metal in concentrate by a third-party smelter pursuant to smelting contracts.
Royalty: The right to receive a percentage or other denomination of mineral production from a mining operation.
Ton: A unit of weight equal to 2,000 pounds or 907.2 kilograms.
Tonne: A unit of weight equal to 2,204.6 pounds or 1,000 kilograms.
Our Operational Information
We manage our business under two reportable segments:
● Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. As of December 31, 2022, we owned nine stream interests, which are on eight production stage properties and one development stage property. Stream interests accounted for 69%, 66%, 69%, and 72% of our total revenue for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectively. We expect stream interests to continue representing a significant portion of our total revenue.
● Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. As of December 31, 2022, we owned royalty interests on 32 production stage properties, 18 development stage properties and 123 exploration stage properties, of which we consider 52 to be evaluation stage projects. We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for reserves. Royalty interests accounted for 31%, 34%, 31%, and 28% of our total revenue for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectively.
Our long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table (amounts are in thousands):
As of December 31, 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
$
511,957
$
620,549
$
1,132,506
$
579,326
$
412,419
$
991,745
Dominican Republic
320,867
—
320,867
350,083
—
350,083
Africa
299,722
321
300,043
297,569
321
297,890
Chile
236,312
224,116
460,428
249,147
224,116
473,263
United States
—
823,203
823,203
—
107,761
107,761
Mexico
—
50,156
50,156
—
60,977
60,977
Australia
—
22,120
22,120
—
27,496
27,496
Rest of world
101,440
26,639
128,079
107,920
26,617
134,537
Total
$
1,470,298
$
1,767,104
$
3,237,402
$
1,584,045
$
859,707
$
2,443,752
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Our reportable segments for purposes of assessing performance for the year ended December 31, 2022, six months ended December 31, 2021, and fiscal years ended June 30, 2021 and 2020, respectfully, are shown below (amounts are in thousands):
Year Ended December 31, 2022
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit (3)
Stream interests
Canada
$
212,369
$
46,438
$
—
$
67,368
$
98,563
Dominican Republic
85,863
26,211
—
29,216
30,436
Africa
53,787
11,135
—
24,348
18,304
Chile
47,347
7,165
—
12,835
27,347
Rest of world
18,427
3,693
—
9,759
4,975
Total stream interests
417,793
94,642
—
143,526
179,625
Royalty interests
United States
$
81,642
$
—
$
4,131
$
13,966
$
63,545
Mexico
52,388
—
—
10,822
41,566
Canada
27,210
—
2,890
9,039
15,281
Australia
15,672
—
—
1,089
14,583
Africa
316
—
—
—
316
Rest of world
8,185
—
—
—
8,185
Total royalty interests
185,413
—
7,021
34,916
143,476
Total
$
603,206
$
94,642
$
7,021
$
178,442
$
323,101
Six Months Ended December 31, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit (3)
Stream interests
Canada
$
115,544
$
25,396
$
—
$
44,886
$
45,262
Dominican Republic
52,958
16,540
—
16,615
19,803
Chile
28,075
4,216
—
7,457
16,402
Africa
22,228
4,652
—
9,452
8,124
Rest of world
7,746
1,525
—
4,193
2,028
Total stream interests
226,551
52,329
—
82,603
91,619
Royalty interests
United States
$
54,046
$
—
$
2,601
$
5,056
$
46,389
Mexico
31,858
—
—
5,890
25,968
Canada
13,756
—
1,811
5,208
6,737
Australia
11,174
—
—
621
10,553
Africa
1,107
—
—
—
1,107
Rest of world
4,460
—
—
92
4,368
Total royalty interests
116,401
—
4,412
16,867
95,122
Total
$
342,952
$
52,329
$
4,412
$
99,470
$
186,741
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Fiscal Year Ended June 30, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit (3)
Stream interests
Canada
$
190,537
$
40,121
$
—
$
78,520
$
71,896
Dominican Republic
115,583
33,453
—
39,771
42,359
Chile
82,164
12,048
—
21,057
49,059
Africa
35,705
7,276
—
11,246
17,183
Total stream interests
423,989
92,898
—
150,594
180,497
Royalty interests
United States
$
68,611
$
—
$
3,482
$
5,938
$
59,191
Mexico
58,212
—
—
9,084
49,128
Canada
31,671
—
3,261
12,341
16,069
Australia
21,466
—
—
1,889
19,577
Africa
2,801
—
—
—
2,801
Rest of world
9,106
—
—
3,367
5,739
Total royalty interests
191,867
—
6,743
32,619
152,505
Total
$
615,856
$
92,898
$
6,743
$
183,213
$
333,002
Fiscal Year Ended June 30, 2020
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit (3)
Stream interests
Canada
$
158,736
$
39,257
$
—
$
65,017
$
54,462
Dominican Republic
96,978
27,882
—
45,115
23,981
Chile
74,219
10,878
—
23,846
39,495
Africa
29,935
5,873
—
10,700
13,362
Total stream interests
359,868
83,890
—
144,678
131,300
Royalty interests
United States
$
48,692
$
—
$
2,451
$
4,954
$
41,287
Mexico
32,731
—
—
7,797
24,934
Canada
30,524
—
1,373
10,397
18,754
Australia
15,252
—
—
1,939
13,313
Africa
2,575
—
—
—
2,575
Chile
—
—
—
—
—
Rest of world
9,177
—
—
5,282
3,895
Total royalty interests
138,951
—
3,824
30,369
104,758
Total
$
498,819
$
83,890
$
3,824
$
175,047
$
236,058
(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.
(3) Refer to Note 15 of our notes to consolidated financial statements for a reconciliation of total segment gross profit to consolidated income before income taxes.
Our financial results are primarily tied to the price of gold and, to a lesser extent, the prices of silver and copper, together with the amounts of production from our production stage stream and royalty interests. During the year ended December 31, 2022, we derived approximately 84% of our revenue from precious metals (including 73% from gold and 11% from silver), 12% from copper, and 4% from other minerals. The prices of gold, silver, copper, and other metals have fluctuated widely in recent years. The marketability and the price of metals are influenced by numerous factors beyond our control. Significant declines in the prices of gold, silver, or copper could have a material adverse effect on our results of operations and financial condition.
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Competition
The mining industry in general, and stream and royalty segments in particular, are very competitive. We compete with other stream and royalty companies, mine operators, and financial buyers in efforts to acquire existing stream and royalty interests. We also compete with lenders, equity investors, and stream and royalty companies providing financing to operators of mineral properties in our efforts to create new stream and royalty interests. Our competitors may be larger than we are and may have greater resources and access to capital than we have. Key competitive factors in the stream and royalty acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration, and access to capital.
Regulation
Operators of the mines that are subject to our stream and royalty interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Chile, the Dominican Republic, Mexico, Botswana and other countries where we hold interests. Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.
Human Capital Resources
Employees
We currently have 31 employees, 22 of whom work out of our headquarters in Denver, Colorado. The remainder work out of our offices in Lucerne, Switzerland, Vancouver, Canada, and Toronto, Canada. Our employees are not subject to a labor contract or collective bargaining agreement.
Human Capital Management Strategy
The continued growth and success of our business depends on our people, and our people are our most important resource. Management is responsible for ensuring that our policies and practices support our desired corporate culture and employee development. Our human capital management strategy is built on attracting the best talent and developing and retaining talent. We have benefited from a very low voluntary turnover rate, with many of the current staff still with the company after 10 years of employment.
Diversity and Inclusion
We believe that diversity can enhance creativity, productivity, and organizational strength. We strive to maintain an environment where the perspectives and experiences of all personnel are respected and valued. We seek to identify potential future candidates for employment and membership on our Board using a wide range of criteria that, depending on the position, may include diversity, experience in the mining industry, integrity, perspective, broad business judgment and leadership skills, personal qualities and reputation in the business community, and relevant technical, management, political, legal, governance, finance and other experience.
We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by state or local law.
We are committed to providing equal opportunities for promotion, compensation, training and development to all qualified individuals. We maintain a Diversity & Inclusion Policy that outlines our values, commitment to a diverse and inclusive Board and workforce and procedures for carrying out the policy. Among other things, when identifying new director candidates, the Compensation, Nominating and Governance Committee of our Board of Directors will require that the initial list of candidates, whether generated internally or by a third-party search firm, include qualified diverse candidates
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of gender, as well as racial and ethnic, diversity. Candidates for new hire employee positions, including senior management, will be recruited and considered in similar fashion.
Safety
We are committed to the wellbeing of all our employees. We promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. For each of the past six years, we have recorded a total recordable injury frequency rate of zero for our employees. We maintain a People Policy that outlines our approach to maintaining safe work conditions for our employees. In response to the continued effects of the COVID-19 pandemic, we put in place initiatives to support our team in maintaining a healthy work-life balance at all our offices, including a hybrid in-office work schedule.
Human Rights
We are committed to respecting human rights in the jurisdictions where we operate and affirm our commitment to comply with all applicable laws concerning human rights through our Human Rights Policy.
Compensation and Benefits
We offer competitive compensation and benefits to attract and retain top talent. We provide competitive medical and other insurance coverage for employees and eligible dependents and provide for sick leave in the case of illness or absence due to the sickness of the employee or an immediate family member.
Development
We support the continued professional development of our employees by underwriting or subsidizing education and professional development programs for our employees.
Host Community Commitment
We actively seek opportunities to advance sustainability initiatives with the goal of supporting communities that host the operations in which we hold stream and royalty interests during and following our operators’ mining operations. Many of our operators also actively and positively impact the communities where they mine. We encourage their sustainability initiatives and other efforts and often make our own financial contributions in support of their programs.
Local Community Support
We also believe in supporting the communities where we live and work. Our annual charitable giving is administered by a committee of employees that selects donation targets and recipients in our local communities. We are proud to partner with leading charities in Denver, Lucerne, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, homelessness, food security, elder care, and education.
SEC Filings
We file periodic and current reports, proxy statements, and other information with the SEC. This includes our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those forms. These reports are available free of charge on our website at www.royalgold.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports also can be obtained on the SEC’s website at www.sec.gov. The information on our website is not part of this or any other report filed with or furnished to the SEC.
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.