Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 00 42 )
Error! Bookmark not defined.
CONSOLIDATED BALANCE SHEETS
83
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
84
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
85
CONSOLIDATED STATEMENTS OF CASH FLOWS
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
87
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Royal Gold, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Royal Gold, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessment of Stream and Royalty Interests in Mineral Properties
Description of the Matter
At December 31, 2023, the Company’s stream and royalty interest balance totaled $3.1 billion. As more fully described in Note 4 to the consolidated financial statements, the Company evaluates its stream and royalty interests for impairment whenever events or changes in circumstances indicate
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that the carrying amounts of the asset or group of assets may not be recoverable (“triggering events”). Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. The factors considered include, among others, significant changes in estimates of forecasted gold, silver, copper and other metal prices, significant changes in operators’ estimates of proven and probable reserves and/or mineral resources and other relevant information received from the operators, which may include operational or legal information that indicates production from mineral interests may not occur or may be significantly reduced in the future or otherwise that the Company's stream and royalty interest balance may not be recoverable.
Auditing the Company’s impairment assessment involved our subjective judgment because, in determining whether a triggering event occurred, management uses estimates that include, among others, assumptions about forecasted gold, silver, copper and other metal prices and total future production using reserve or other relevant information reported by the operators. Significant uncertainty exists with these assumptions. Further, management’s evaluation of any new information indicating that production will likely not occur or may be significantly reduced in the future, or otherwise that the Company's stream and royalty interest balance may not be recoverable, requires significant judgment.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process over the impairment assessment. For example, we tested controls over the Company’s process for identifying and evaluating potential impairment triggers and related significant assumptions and judgments. To test the Company’s impairment assessment, our audit procedures included, among others, evaluating the significant assumptions, judgments and operating data used in the Company’s analysis. Specifically, we compared forecasted gold, silver, copper and other metal prices to available market information, and we corroborated reserve information to available operator or publicly available information. We involved our specialist and searched for and evaluated other publicly available information that corroborates or contradicts the reserve estimates or indicates that production from mineral interests will not likely occur or may be significantly reduced in the future. We also considered the professional qualifications and objectivity of management’s specialists and the reputation of the third-party operators. Further, we evaluated the reasonableness of changes to estimated proven and probable reserves using our experience with the Company’s stream and royalty interests and industry knowledge.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
Denver, Colorado
February 15, 2024
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ROYAL GOLD, INC.
Consolidated Balance Sheets
(In thousands, except share data)
December 31,
December 31,
2023
2022
ASSETS
Cash and equivalents
$
104,167
$
118,586
Royalty receivables
48,884
49,405
Income tax receivable
2,676
3,066
Stream inventory
9,788
12,656
Prepaid expenses and other
1,911
2,120
Total current assets
167,426
185,833
Stream and royalty interests, net (Note 4)
3,075,574
3,237,402
Other assets
118,057
111,287
Total assets
$
3,361,057
$
3,534,522
LIABILITIES
Accounts payable
$
11,441
$
6,686
Dividends payable
26,292
24,627
Income tax payable
15,557
16,065
Other current liabilities
19,132
16,209
Total current liabilities
72,422
63,587
Debt (Note 5)
245,967
571,572
Deferred tax liabilities
134,299
138,156
Other liabilities
7,728
7,738
Total liabilities
460,416
781,053
Commitments and contingencies (Note 15)
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 65,631,760 and 65,592,597 shares outstanding, respectively
656
656
Additional paid-in capital
2,221,039
2,213,123
Accumulated earnings
666,522
527,314
Total Royal Gold stockholders’ equity
2,888,217
2,741,093
Non-controlling interests
12,424
12,376
Total equity
2,900,641
2,753,469
Total liabilities and equity
$
3,361,057
$
3,534,522
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
(In thousands, except share data)
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Revenue (Note 7)
$
605,717
$
603,206
$
342,952
$
615,856
Costs and expenses
Cost of sales (excludes depreciation, depletion and amortization)
90,523
94,642
52,329
92,898
General and administrative
39,761
34,612
15,163
28,387
Production taxes
7,294
7,021
4,412
6,743
Exploration costs
—
—
—
563
Depreciation, depletion and amortization
164,937
178,935
99,685
183,569
Impairment of royalty interests
—
4,287
—
—
Total costs and expenses
302,515
319,497
171,589
312,160
Gain on sale of Peak Gold JV interest
—
—
—
33,906
Operating income
303,202
283,709
171,363
337,602
Fair value changes in equity securities
( 147 )
( 1,503 )
( 1,350 )
6,017
Interest and other income
9,952
7,832
1,610
2,443
Interest and other expense
( 30,867 )
( 17,170 )
( 2,787 )
( 6,419 )
Income before income taxes
282,140
272,868
168,836
339,643
Income tax expense
( 42,008 )
( 32,926 )
( 30,008 )
( 36,867 )
Net income and comprehensive income
240,132
239,942
138,828
302,776
Net income and comprehensive income attributable to non-controlling interests
( 692 )
( 960 )
( 489 )
( 244 )
Net income and comprehensive income attributable to Royal Gold common stockholders
$
239,440
$
238,982
$
138,339
$
302,532
Net income per share attributable to Royal Gold common stockholders:
Basic earnings per share
$
3.64
$
3.64
$
2.11
$
4.61
Basic weighted average shares outstanding
65,613,002
65,576,995
65,560,468
65,546,400
Diluted earnings per share
$
3.63
$
3.63
$
2.10
$
4.60
Diluted weighted average shares outstanding
65,739,110
65,661,748
65,624,567
65,627,591
Cash dividends declared per common share
$
1.525
$
1.425
$
0.65
$
1.18
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Consolidated Statements of Changes in Equity
(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 June 30, 2020
65,531,288
$
655
$
2,210,429
$
61,133
$
29,902
$
2,302,119
Stock-based compensation and related share issuances
19,773
1
4,263
—
—
4,264
Sale of Peak Gold JV interest
—
—
( 10,829 )
( 16,218 )
( 27,047 )
Distributions to non-controlling interests
—
—
—
—
( 1,281 )
( 1,281 )
Net income
—
—
—
302,532
244
302,776
Dividends declared
—
—
—
( 77,416 )
—
( 77,416 )
Balance at June 30, 2021
65,551,061
$
656
$
2,203,863
$
286,249
$
12,647
$
2,503,415
Stock-based compensation and related share issuances
13,303
—
2,296
—
—
2,296
Distributions to non-controlling interests
—
—
—
—
( 669 )
( 669 )
Net income
—
—
—
138,339
489
138,828
Dividends declared
—
—
—
( 42,659 )
—
( 42,659 )
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
28,233
—
6,964
—
—
6,964
Distributions to non-controlling interests
—
—
—
—
( 1,051 )
( 1,051 )
Net income
—
—
—
238,982
960
239,942
Dividends declared
—
—
—
( 93,597 )
—
( 93,597 )
Balance at December 31, 2022
65,592,597
$
656
$
2,213,123
$
527,314
$
12,376
$
2,753,469
Stock-based compensation and related share issuances
39,163
—
7,916
—
—
7,916
Distributions to non-controlling interests
—
—
—
—
( 644 )
( 644 )
Net income
—
—
—
239,440
692
240,132
Dividends declared
—
—
—
( 100,232 )
—
( 100,232 )
Balance at December 31, 2023
65,631,760
$
656
$
2,221,039
$
666,522
$
12,424
$
2,900,641
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
Consolidated Statements of Cash Flows
(In thousands)
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Cash flows from operating activities:
Net income and comprehensive income
$
240,132
$
239,942
$
138,828
$
302,776
Adjustments to reconcile net income and comprehensive income to net cash provided by operating activities:
Depreciation, depletion and amortization
164,937
178,935
99,685
183,569
Gain on sale of Peak Gold JV interest
—
—
—
( 33,906 )
Non-cash employee stock compensation expense
9,696
8,411
3,218
5,730
Fair value changes in equity securities
147
1,503
1,350
( 6,017 )
Deferred tax (benefit) expense
( 6,469 )
( 19,836 )
2,510
456
Impairment of royalty interests
—
4,287
—
—
Other
779
979
1,090
971
Changes in assets and liabilities:
Royalty receivables
521
4,683
( 6,846 )
( 19,552 )
Stream inventory
2,868
( 1,049 )
6,077
( 6,014 )
Income tax receivable
390
1,849
( 396 )
( 2,085 )
Prepaid expenses and other assets
( 4,369 )
( 3,908 )
( 1,374 )
318
Accounts payable
4,756
211
76
3,237
Income tax payable
( 508 )
( 3,005 )
4,591
1,156
Uncertain tax positions
—
—
( 910 )
( 24,518 )
Other liabilities
2,912
4,343
884
1,030
Net cash provided by operating activities
$
415,792
$
417,345
$
248,783
$
407,151
Cash flows from investing activities:
Acquisition of stream and royalty interests
( 2,678 )
( 922,155 )
( 281,066 )
( 168,147 )
Khoemac a u subordinated debt facility
—
—
( 7,000 )
( 18,000 )
Proceeds from sale of Peak Gold JV interest
—
—
—
49,154
Proceeds from sale of Contango shares
—
—
—
12,146
Proceeds from sale of equity securities
—
—
—
8,651
Other
( 151 )
( 721 )
( 64 )
( 541 )
Net cash used in investing activities
$
( 2,829 )
$
( 922,876 )
$
( 288,130 )
$
( 116,737 )
Cash flows from financing activities:
Repayment of debt
( 325,000 )
( 125,000 )
( 100,000 )
( 305,000 )
Borrowings from revolving credit facility
—
700,000
100,000
—
Net payments from issuance of common stock
( 1,383 )
( 1,447 )
( 921 )
( 1,465 )
Common stock dividends
( 98,567 )
( 91,925 )
( 39,374 )
( 76,099 )
Other
( 2,432 )
( 1,062 )
( 2,723 )
( 1,062 )
Net cash (used in) provided by financing activities
$
( 427,382 )
$
480,566
$
( 43,018 )
$
( 383,626 )
Net decrease in cash and equivalents
( 14,419 )
( 24,965 )
( 82,365 )
( 93,212 )
Cash and equivalents at beginning of period
118,586
143,551
225,916
319,128
Cash and equivalents at end of period
$
104,167
$
118,586
$
143,551
$
225,916
See Note 11 for supplemental cash flow information.
The accompanying notes are an integral part of these consolidated financial statements.
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY
Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, 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 (and exploration) 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 mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Summary of Significant Accounting Policies
Use of Estimates
The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates.
We rely on mineral reserve and mineral resource estimates reported by the operators of properties on which we hold stream and royalty interests. These estimates and the underlying assumptions affect the potential impairments of long-lived assets and the ability to realize income tax benefits associated with deferred tax assets. These estimates and assumptions also affect the rate at which we recognize revenue or charge depreciation, depletion and amortization to earnings. On an ongoing basis, management evaluates these estimates and assumptions; however, actual amounts could differ from these estimates and assumptions. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
Basis of Consolidation
The consolidated financial statements include the accounts of Royal Gold, Inc. and its majority owned or controlled subsidiaries. All intercompany accounts, transactions, income and expenses, and profits or losses have been eliminated on consolidation.
Cash and Equivalents
Cash and equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Cash and equivalents were primarily held in cash deposit accounts as of December 31, 2023 and 2022.
Stream and Royalty Interests in Mineral Properties and Related Depletion
Stream and royalty interests include acquired stream and royalty interests in production, development and exploration stage properties. The costs of acquired stream and royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset.
Production stage stream and royalty interests are depleted using the units of production method over the life of the mineral property (as stream sales occur or royalty payments are recognized), which are estimated using proven and probable reserves as provided by the operator. Development stage mineral properties, which are not yet in production, are not depleted until the property begins production. Exploration stage mineral properties, where there are no proven and probable
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
reserves, are not depleted. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, and there is no production, the mineral property becomes a development stage mineral property. Exploration costs are expensed when incurred.
Asset Impairment
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. When impairment indicators are identified, the recoverability of the carrying value of stream and royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each stream and royalty interest using estimates of proven and probable mineral reserves, mineral resources and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus potentially affecting the future recoverability of our stream or royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.
Estimates of gold, silver, copper, and other metal prices, and operators’ estimates of proven and probable mineral reserves or mineral resources related to our stream or royalty properties are subject to certain risks and uncertainties which may affect the recoverability of our investment in these stream and royalty interests in mineral properties. It is possible that changes could occur to these estimates, which could adversely affect the net cash flows expected to be generated from these stream and royalty interests. Refer to Note 4 for discussion and the results of our impairment assessments for the years ended December 31, 2023, December 31, 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021.
Revenue
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 in Note 7.
Metal Sales
Gold, silver and copper received under our metal stream 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 10 days and three months (depending on the frequency of deliveries under the respective stream agreement and our sales activity in effect at the time) commencing shortly after receipt and purchase of the metal. Revenue from gold, silver and copper sales is recognized on the date of the settlement, which is also the date that title to the metal passes to the purchaser.
Cost of Sales
Cost of sales, which excludes depreciation, depletion and amortization, is specific to our stream agreements and is the result of our purchase of gold, silver and copper for a cash payment. The cash payment for gold from Mount Milligan is
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the lesser of $ 435 per ounce or the prevailing market price of gold when purchased, while the cash payment for our other streams is a set contractual percentage of the gold, silver or copper spot price near the date of metal delivery.
Production Taxes
Certain royalty payments are subject to production taxes (or mining proceeds taxes), which are recognized at the time of revenue recognition. Production taxes are not income taxes and are included within the costs and expenses section in our consolidated statements of operations and comprehensive income.
Stock-Based Compensation
We recognize all share-based payments to employees, including grants of employee stock options, stock-settled stock appreciation rights (“SSARs”), restricted stock and performance shares, in our financial statements based upon their fair values.
Income Taxes
Our annual tax rate is based on income, statutory tax rates in effect, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.
We treat global intangible low-taxed income (“GILTI”) as a period cost and therefore do not record deferred tax impacts of GILTI in our consolidated financial statements. Our deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.
Our operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Earnings per Share
Basic earnings per share is computed by dividing net income available to Royal Gold common stockholders by the weighted average number of outstanding common shares for the period, considering the effect of participating securities. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts that may require issuance of common shares were converted. Diluted earnings per share is computed by dividing net income available to common stockholders by the diluted weighted average number of common shares outstanding during each period.
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recent Accounting Pronouncements
In December 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
3. ACQUISITIONS AND DISPOSITIONS
Acquisition of Additional Royalty Interests on Cortez Complex
On December 29, 2022, we acquired two portions of a gross smelter return royalty (the “Idaho Royalty”) that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada (the “Cortez Complex”) from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $ 204.1 million. The area within the Cortez Complex is owned or controlled by Nevada Gold Mines LLC (“NGM”), a joint venture between Barrick Gold Corporation (“Barrick”) and Newmont Corporation, with the exception of the Fourmile development project which is 100 % owned and operated by Barrick. The Idaho Royalty comprises a 0.24 % gross royalty that covers 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. The Idaho Royalty is life of mine, not subject to any stepdowns or caps, and has no applicable deductions. The purchase price was funded with our available revolving credit facility (Note 5) and cash on hand.
The acquisition has been accounted for as an asset acquisition and the $ 204.1 million cash consideration, plus direct acquisition costs, have been recorded and allocated between production and exploration stage royalty interests (Note 4) within Stream and royalty interests, net on our consolidated balance sheets. On the date of acquisition, $ 73.4 million and $ 130.7 million was allocated to production stage and exploration stage royalty interests, respectively. The acquisition cost of the production stage portion of the Idaho Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by NGM.
Acquisition of Great Bear Royalties Corp.
On September 9, 2022, we completed the acquisition of all of the issued and outstanding shares of Great Bear Royalties Corp. (“GBR”) for cash consideration of approximately C$ 199.6 million (US$ 151.7 million) (“the Acquisition Price”). GBR’s sole material asset is a 2.0 % net smelter return royalty (“Great Bear 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 (“Kinross”). The Great Bear Royalty includes all metals produced from contiguous claims covering 9,140 hectares. Royalty payments will be made quarterly with applicable standard deductions. The purchase price was funded with available cash on hand.
As part of the acquisition and in exchange for information and access to the project provided by Kinross, we granted an option (“Buyback Option”) to Kinross to purchase a 25 % interest in the Great Bear Royalty ( 0.5 % of the 2.0 % royalty rate) for an amount equal to 25 % of the Acquisition Price, 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 fair value of the Buyback Option on the transaction date using a Black-Scholes model was $ 2.1 million. The Buyback
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Option has been capitalized as a direct transaction cost with the Great Bear Royalty mineral interest and will not be subsequently remeasured until the Buyback Option is either exercised or it expires.
The Great Bear Royalty is the sole material asset of GBR and represents substantially all the fair value of GBR’s gross assets. As a result, the GBR acquisition has been accounted for as an asset acquisition and the fair values of the GBR assets acquired are shown below:
(in thousands)
Purchase Price
$
151,679
Cash
315
Other assets
293
Royalty interests in mineral property (Great Bear royalty)
151,071
Total allocated purchase price
$
151,679
The $ 151.7 million allocated fair value of the Great Bear Royalty, plus $ 4.4 million of direct transaction costs and deferred tax of $ 53.6 million have been capitalized with the Great Bear Royalty mineral interest and allocated to exploration stage royalty interests within Stream and royalty interests, net on our consolidated balance sheets. The deferred tax was recorded as a gross-up to the Great Bear Royalty mineral interest as prescribed by the applicable guidance.
Acquisition of Gross Royalty on Cortez Complex
On August 2, 2022, we acquired a sliding scale gross royalty (the “Rio Tinto Royalty”) on production from an area within the Cortez Complex for cash consideration of $ 525 million. The area within the Cortez Complex is owned or controlled by NGM, with the exception of the Fourmile development project which is 100 % owned and operated by Barrick. The 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. Based on information available, the royalty would not cover the existing deposits within the Robertson property. At current gold prices the Rio Tinto Royalty is an effective 1.2 % gross royalty on the Cortez Complex and is not subject to any stepdowns or caps. Deductions from the Rio Tinto Royalty payments are limited to third-party royalties that existed prior to the creation of the royalty in 2008, which include the existing Crossroads and Pipeline royalties owned by Royal Gold. The purchase price was funded with debt and available cash on hand.
The acquisition has been accounted for as an asset acquisition and the $ 525 million cash consideration, plus direct acquisition costs, have been recorded and allocated between production and exploration stage royalty interests (Note 4) within Stream and royalty interests, net on our consolidated balance sheets. On the date of acquisition, $ 199 million and $ 326 million was allocated to production stage and exploration stage royalty interests, respectively. The acquisition cost of the production stage Rio Tinto Royalty is depleted using the units of production method, which is estimated using aggregate proven and probable reserves, as provided by NGM.
The royalty became payable during the quarter ended September 30, 2022, after cumulative production of 15 million gold equivalent ounces from the Cortez Complex from a starting date of January 1, 2008. The royalty is payable within forty-five days after the end of each calendar quarter.
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$ 8.0 million cash consideration, plus direct acquisition costs, have been recorded as an exploration stage royalty interest (Note 4) 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 December 31, 2023, $ 25.0 million of the subordinated debt facility, and $ 10.7 million of accrued interest remains outstanding on the Khoemac a u subordinated debt facility, and these amounts are included in Other assets in our consolidated balance sheets.
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4. STREAM AND ROYALTY INTERESTS, NET
The following summarizes our stream and royalty interests as of December 31, 2023 and 2022:
As of December 31, 2023 (Amounts in thousands):
Cost
Accumulated Depletion
Net
Production stage stream interests:
Mount Milligan
$
790,635
$
( 430,106 )
$
360,529
Pueblo Viejo
610,404
( 299,354 )
311,050
Andacollo
388,182
( 165,553 )
222,629
Khoemac a u
265,911
( 41,635 )
224,276
Rainy River
175,727
( 74,858 )
100,869
Other
232,703
( 132,043 )
100,660
Total production stage stream interests
2,463,562
( 1,143,549 )
1,320,013
Production stage royalty interests:
Cortez (Legacy Zone and CC Zone)
353,850
( 61,891 )
291,959
Voisey's Bay
205,724
( 121,000 )
84,724
Red Chris
116,187
( 3,758 )
112,429
Peñasquito
99,172
( 59,900 )
39,272
Other
448,899
( 408,522 )
40,377
Total production stage royalty interests
1,223,832
( 655,071 )
568,761
Total production stage stream and royalty interests
3,687,394
( 1,798,620 )
1,888,774
Development stage stream interests:
Other
12,038
—
12,038
Development stage royalty interests:
Côté
45,421
—
45,421
Other
81,132
—
81,132
Total development stage stream and royalty interests
138,591
—
138,591
Exploration stage stream interests:
Xavantina
19,565
—
19,565
Exploration stage royalty interests:
Cortez (Legacy Zone and CC Zone)
456,479
—
456,479
Great Bear
209,106
—
209,106
Pascua-Lama
177,690
—
177,690
Red Chris
48,895
—
48,895
Côté
29,610
—
29,610
Other
106,864
—
106,864
Total exploration stage stream and royalty interests
1,048,209
—
1,048,209
Total stream and royalty interests, net
$
4,874,194
$
( 1,798,620 )
$
3,075,574
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2022 (Amounts in thousands):
Cost
Accumulated Depletion
Impairments
Net
Production stage stream interests:
Mount Milligan
$
790,635
$
( 392,804 )
$
—
$
397,831
Pueblo Viejo
610,404
( 289,537 )
—
320,867
Andacollo
388,182
( 151,870 )
—
236,312
Khoemac a u
265,911
( 15,905 )
—
250,006
Rainy River
175,727
( 61,601 )
—
114,126
Other
215,576
( 110,711 )
—
104,865
Total production stage stream interests
2,446,435
( 1,022,428 )
—
1,424,007
Production stage royalty interests:
Cortez (Legacy Zone and CC Zone)
353,772
( 35,276 )
—
318,496
Voisey's Bay
205,724
( 118,327 )
—
87,397
Red Chris
116,187
( 1,797 )
—
114,390
Peñasquito
99,172
( 57,772 )
—
41,400
Other
447,535
( 398,513 )
—
49,022
Total production stage royalty interests
1,222,390
( 611,685 )
—
610,705
Total production stage stream and royalty interests
3,668,825
( 1,634,113 )
—
2,034,712
Development stage stream interests:
Other
12,038
—
—
12,038
Development stage royalty interests:
Côté
45,421
—
—
45,421
Other
74,225
—
—
74,225
Total development stage stream and royalty interests
131,684
—
—
131,684
Exploration stage stream interests:
Xavantina
34,253
—
—
34,253
Exploration stage royalty interests:
Cortez (Legacy Zone and CC Zone)
456,318
—
—
456,318
Great Bear
209,106
—
—
209,106
Pascua-Lama
177,690
—
—
177,690
Red Chris
48,895
—
—
48,895
Côté
29,610
—
—
29,610
Other
119,421
—
( 4,287 )
115,134
Total exploration stage royalty interests
1,075,293
—
( 4,287 )
1,071,006
Total stream and royalty interests, net
$
4,875,802
$
( 1,634,113 )
$
( 4,287 )
$
3,237,402
Impairment
In accordance with our impairment accounting policy discussed in Note 2, impairment in the carrying value of each stream and royalty interest is measured and recorded to the extent that the carrying value in each stream and royalty interest exceeds its estimated fair value, which is generally calculated using estimated future discounted cash-flows.
During the quarter ended December 31, 2022, an indicator of impairment was identified on one of our non-principal exploration stage royalty interests due to new legal information received. Based on legal proceedings and subsequent legal analysis, we determined the carrying value of the non-principal exploration stage royalty interest was not recoverable and an impairment of $ 4.3 million was necessary. At December 31, 2022, our carrying value for the non-principal exploration stage royalty interest was zero.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
There were no impairment charges on any of our stream and royalty interests for the year ended December 31, 2023.
5. DEBT
The Company’s debt for the years ended December 31, 2023 and 2022, consists of the following:
As of December 31, 2023
As of December 31, 2022
Principal
Debt Issuance Costs
Total
Principal
Debt Issuance Costs
Total
(Amounts in thousands)
(Amounts in thousands)
Revolving credit facility
$
250,000
$
( 4,033 )
$
245,967
$
575,000
$
( 3,428 )
$
571,572
Total debt
$
250,000
$
( 4,033 )
$
245,967
$
575,000
$
( 3,428 )
$
571,572
Revolving Credit Facility
On March 6, June 6, September 6, and December 6, 2023, we repaid $ 75 million, $ 100 million, $ 75 million, and $ 75 million, respectively, on our revolving credit facility.
On June 28, 2023, we entered into a fifth amendment to our revolving credit facility dated as of June 2, 2017, as amended. The fifth amendment extended the scheduled maturity date from July 7, 2026 to June 28, 2028, replaced LIBOR with Secured Overnight Financing Rate (Term SOFR”) as a benchmark interest rate and made certain other administrative changes to the existing revolving credit facility.
As of December 31, 2023, we had $ 250 million of debt outstanding with an all-in rate interest rate on borrowings of 6.56 % and $ 750 million available under our revolving credit facility. Interest expense recognized on the revolving credit facility for the years ended December 31, 2023 and 2022, six months ended December 31, 2021 and fiscal year ended June 30, 2021 was approximately $ 28.4 million, $ 10.0 million, $ 1.4 million and $ 3.3 million, respectively, and included interest on the outstanding borrowings and the amortization of the debt issuance costs. We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under the revolving credit facility as of December 31, 2023.
Royal Gold may repay any borrowings under the revolving credit facility at any time without premium or penalty.
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 year ending December 31, 2030. The following amounts were recorded in the consolidated balance sheets at December 31, 2023 (amounts in thousands):
Classification
December 31, 2023
Operating Leases
Right-of-use assets - current
Prepaid expenses and other
$
833
Right-of-use assets - non-current
Other assets
3,939
Total right-of-use assets
$
4,772
Lease liabilities - current
Other current liabilities
$
972
Lease liabilities - non-current
Other long-term liabilities
4,673
Total operating lease liabilities
$
5,645
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maturities of operating lease liabilities at December 31, 2023 were as follows (amounts in thousands):
Fiscal Years:
Operating Leases
2024
$
1,102
2025
1,026
2026
1,027
2027
1,027
2028
789
Thereafter
1,112
Total lease payments
$
6,083
Less imputed interest
( 438 )
Total
$
5,645
Other information pertaining to leases consists of the following:
December 31, 2023
Operating Lease Term and Discount Rate
Weighted average remaining lease term in years
6
Weighted average discount rate
2.5 %
We did not have any finance leases as of December 31, 2023.
7. 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 stream 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 stream 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.
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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 occurred. 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, other contractually permitted 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. 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 Note 2. For the quarter ended December 31, 2023, royalty revenue that was estimated or was attributable to metal production for a period prior to December 31, 2023, 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 14.
Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Stream revenue:
Gold
$
307,797
$
308,302
$
165,031
$
323,980
Silver
64,851
50,591
30,576
43,281
Copper
45,632
58,900
30,944
56,728
Total stream revenue
$
418,280
$
417,793
$
226,551
$
423,989
Royalty revenue:
Gold
154,327
$
131,014
$
85,151
$
131,784
Silver
8,554
13,690
8,253
16,198
Copper
11,792
15,019
9,511
16,448
Other
12,764
25,690
13,486
27,437
Total royalty revenue
$
187,437
$
185,413
$
116,401
$
191,867
Total revenue
$
605,717
$
603,206
$
342,952
$
615,856
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue by metal type attributable to each of our principal property revenue sources is disaggregated as follows (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
Metal(s)
2023
2022
2021
2021
Stream revenue:
Mount Milligan
Gold & Copper
$
158,167
$
180,543
$
95,509
$
156,938
Pueblo Viejo
Gold & Silver
76,247
85,863
52,958
115,583
Andacollo
Gold
48,920
47,347
28,076
82,164
Khoemac a u
Silver
34,602
18,786
5,096
—
Other
Gold & Silver
100,344
85,254
44,912
69,304
Total stream revenue
$
418,280
$
417,793
$
226,551
$
423,989
Royalty revenue:
Cortez Legacy Zone
Gold
$
79,920
$
47,769
$
33,768
$
36,160
Cortez CC Zone
Gold
14,626
2,790
—
—
Peñasquito
Gold, Silver, Lead & Zinc
17,772
43,165
26,432
49,688
Other
Various
75,119
91,689
56,201
106,019
Total royalty revenue
$
187,437
$
185,413
$
116,401
$
191,867
Total revenue
$
605,717
$
603,206
$
342,952
$
615,856
Refer to Note 14 for the geographical distribution of our revenue by reportable segment.
8. STOCK-BASED COMPENSATION
In November 2015, our stockholders approved the 2015 Omnibus Long-Term Incentive Plan (“2015 LTIP”). Under the 2015 LTIP, 2,500,000 shares of common stock have been authorized for future grants to officers, directors, key employees and other persons. The 2015 LTIP provides for the grant of stock options, unrestricted stock, restricted stock, dividend equivalent rights, SSARs and cash awards. Any of these awards may, but need not, be made as performance incentives. Stock options granted under the 2015 LTIP may be non-qualified stock options or incentive stock options.
We recognized stock-based compensation expense as follows (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Restricted stock
$
6,191
$
4,515
$
2,006
$
2,668
Performance stock
2,953
2,685
405
1,317
Stock appreciation rights
533
1,179
779
1,677
Stock options
19
32
28
68
Total stock-based compensation expense
$
9,696
$
8,411
$
3,218
$
5,730
Stock-based compensation expense is included within General and administrative expense on the consolidated statements of operations and comprehensive income.
Stock Options and Stock Appreciation Rights
Stock option and SSARs awards are granted with an exercise price equal to the closing market price of our stock at the date of grant. Stock option and SSARs awards granted to officers, key employees and other persons vest based on one to three years of continuous service. Stock option and SSARs awards have 10-year contractual terms. There were no stock
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options or SSARs awards granted during the years ended December 31, 2023 and 2022, or the six months ended December 31, 2021.
To determine stock-based compensation expense for stock options and SSARs, the fair value of each stock option and SSAR is estimated on the date of grant using the Black-Scholes-Merton (“Black-Scholes”) option pricing model for all periods presented. The Black-Scholes model requires key assumptions to determine fair value. Those key assumptions for the fiscal year June 30, 2021 grant is noted in the following tables:
Stock Options
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Weighted-average expected volatility
—
%
—
%
—
%
39.4
%
Weighted-average expected life in years
—
—
—
4.4
Weighted-average dividend yield
—
%
—
%
—
%
0.9
%
Weighted-average risk-free interest rate
—
%
—
%
—
%
0.2
%
SSARs
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Weighted-average expected volatility
—
%
—
%
—
%
39.2
%
Weighted-average expected life in years
—
—
—
4.2
Weighted-average dividend yield
—
%
—
%
—
%
0.9
%
Weighted-average risk-free interest rate
—
%
—
%
—
%
0.2
%
Our expected volatility is based on the historical volatility of our stock over the expected option term. Our expected option term is determined by historical exercise patterns along with other known employee or company information at the time of grant. The risk-free interest rate is based on the zero-coupon U.S. Treasury bond at the time of grant with a term approximate to the expected option term.
Stock Options
A summary of stock option activity for the year ended December 31, 2023, is presented below.
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Number of
Exercise
Contractual
Intrinsic Value
Shares
Price
Life (Years)
(in thousands)
Outstanding at January 1, 2023
17,878
$
81.17
Exercised
( 6,534 )
$
71.39
Forfeited
—
$
—
Granted
—
$
—
Outstanding at December 31, 2023
11,344
$
86.80
3.4
$
431
Exercisable at December 31, 2023
11,344
$
86.80
3.4
$
431
There were no stock options granted during the years ended December 31, 2023 and 2022 or the six months ended December 31, 2021. The weighted-average grant date fair value of options granted during the fiscal year ended June 30, 2021 was $ 41.92 . The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was
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$ 0.5 million and $ 0.2 million, respectively. There were no options exercised during the six months ended December 31, 2021 or fiscal year ended June 30, 2021.
As of December 31, 2023, there was no unrecognized stock-based compensation expense related to unvested stock options.
SSARs
A summary of SSARs activity for the year ended December 31, 2023, is presented below:
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Number of
Exercise
Contractual
Intrinsic Value
Shares
Price
Life (Years)
(in thousands)
Outstanding at January 1, 2023
174,906
$
111.65
Exercised
( 17,627 )
$
99.34
Forfeited
—
$
—
Granted
—
$
—
Outstanding at December 31, 2023
157,279
$
113.03
5.2
$
2,526
Exercisable at December 31, 2023
157,279
$
113.03
5.2
$
2,526
There were no SSARs granted during the years ended December 31, 2023 and 2022 or the six months ended December 31, 2021. The weighted-average grant date fair value of SSARs granted during the fiscal year ended June 30, 2021 was $ 40.92 . The total intrinsic value of SSARs exercised during the years ended December 31, 2023 and 2022, and fiscal year ended June 30, 2021 was $ 0.7 million, $ 0.2 million and $ 0.1 million, respectively. There were no SSARs exercised during the six months ended December 31, 2021.
As of December 31, 2023, there was no unrecognized stock-based compensation expense related to unvested SSARs.
Other Stock-based Compensation
Performance Shares
During the years ended December 31, 2023 and 2022 and the six months ended December 31, 2021, officers and certain employees were granted shares of restricted common stock that may vest based on our total shareholder return (“TSR”) compared to the TSRs of certain defined members of the Van Eck Vectors Gold Miners ETF (“GDX”) (“Granted TSRs”). The Granted TSRs may vest by linear interpolation in a range between zero shares if neither threshold TSR metric is met; to 100 % of the Granted TSRs awarded if the target TSR metric is met; to 200 % of Granted TSRs awarded if the maximum TSR metric is met. The Granted TSRs will expire in three years from the date of grant if the TSR market condition is met and a three-year service condition is met.
During the fiscal year ended June 30, 2021, officers and certain employees were granted shares of restricted common stock that can only be earned upon the achievement of certain pre-defined performance measures. Specifically, for performance shares granted during the fiscal year ended June 30, 2021, one-half of the shares awarded may vest upon our achievement of annual growth in Net Gold Equivalent Ounces (“Net GEOs”) (“GEO Shares”). The second half of performance shares granted during the fiscal year ended June 30, 2021 may vest based on our TSR compared to the TSRs of all members of the GDX (“Prior TSR Shares”). GEO Shares and Prior TSR Shares may vest by linear interpolation in a range between zero shares if neither threshold Net GEO and TSR metric is met; to 100 % of GEO Shares and Prior TSR Shares awarded if both target Net GEO and TSR metrics are met; to 200 % of the Net GEO and Prior TSR Shares awarded if both the maximum Net GEO and TSR metrics are met. The GEO Shares will expire in five years from the date of grant if the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
performance measure is not met, while the Prior TSR Shares will expire in three years from the date of grant if the TSR market condition and three-year service condition are not met.
We measured the fair value of the GEO Shares based upon the market price of our common stock as of the date of grant. The measurement date for the GEO Shares will be determined at such time that the performance goals are attained or that it is probable they will be attained. At such time that it is probable that a performance condition will be achieved, compensation expense will be measured by the number of shares that will ultimately be earned based on the grant date market price of our common stock. For shares that were previously estimated to be probable of vesting and are no longer deemed to be probable of vesting, compensation expense is reversed during the period in which it is determined they are no longer probable of vesting. Interim recognition of compensation expense will be made at such time as management can reasonably estimate the number of shares that will be earned. GEO Shares granted in August 2020 and 2019 remain outstanding as of December 31, 2023 and the Company will continue to measure these awards for vesting until each awards expiration or performance attainment, whichever date is first.
We measured the grant date fair value of the Granted TSRs and Prior TSR Shares using a Monte Carlo valuation model. The fair value of our TSR awards is multiplied by the target number ( 100 %) of TSR awards granted to determine total stock-based compensation expense. Total stock-based compensation expense of the TSR awards is amortized on a straight-line basis over the requisite service period, or three years . Stock-based compensation expense for the TSR awards is recognized provided the requisite service period is rendered, regardless of when, if ever, the TSR market condition is satisfied. We will reverse previously recognized stock-based compensation expense attributable to the TSR awards only if the requisite service period is not met.
A summary of the status of our unvested Performance Shares at maximum ( 200 %) attainment for the year ended December 31, 2023, is presented below:
Weighted-
Average
Number of
Grant Date
Shares
Fair Value
Outstanding at January 1, 2023
166,441
$
122.05
Granted
82,740
$
139.50
Exercised
( 5,847 )
$
82.30
Non-attainment
( 27,143 )
$
79.84
Forfeited
—
$
—
Outstanding at December 31, 2023
216,191
$
135.11
As of December 31, 2023, total unrecognized stock-based compensation expense related to Performance Shares was approximately $ 5.7 million, which is expected to be recognized over the average remaining vesting period of 1.7 years.
Restricted Stock
Officers, non-executive directors and certain employees may be granted shares of restricted stock that vest on continued service alone (“Restricted Stock”). During the year ended December 31, 2023, officers and certain employees were granted 49,480 shares of Restricted Stock. Restricted Stock granted to officers and certain employees during the years ended December 31, 2023 and December 31, 2022 and the six months ended December 31, 2021, vest ratably over three years from the date of grant, while Restricted Stock granted to officers and certain employees during the fiscal year ended June 30, 2021 vest over three years beginning after a two-year holding period from the date of grant with one-third of the shares vesting in years three, four and five, respectively. Also, our non-executive directors were granted 7,230 shares of Restricted Stock during the year ended December 31, 2023. The non-executive directors’ shares of Restricted Stock vest 50 % immediately and 50 % one year after the date of grant.
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We measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant. Restricted Stock is amortized over the applicable vesting period using the straight-line method. Unvested shares of Restricted Stock are subject to forfeiture upon termination of employment or service.
A summary of the status of our unvested Restricted Stock for the year ended December 31, 2023, is presented below:
Weighted-
Average
Number of
Grant Date
Shares
Fair Value
Outstanding at January 1, 2023
120,542
$
116.76
Granted
56,710
$
120.67
Vested
( 41,139 )
$
115.24
Forfeited
—
$
—
Exercised
—
$
—
Outstanding at December 31, 2023
136,113
$
118.84
As of December 31, 2023, total unrecognized stock-based compensation expense related to Restricted Stock was approximately $ 7.2 million, which is expected to be recognized over the weighted-average vesting period of 1.7 years.
9. EARNINGS PER SHARE (“EPS”)
Basic earnings per common share were computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method. Our unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. Our unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings per common share.
The following table summarizes the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Net income attributable to Royal Gold common stockholders
$
239,440
$
238,982
$
138,339
$
302,532
Weighted-average shares for basic EPS
65,613,002
65,576,995
65,560,468
65,546,400
Effect of other dilutive securities
126,108
84,753
64,099
81,191
Weighted-average shares for diluted EPS
65,739,110
65,661,748
65,624,567
65,627,591
Basic EPS
$
3.64
$
3.64
$
2.11
$
4.61
Diluted EPS
$
3.63
$
3.63
$
2.10
$
4.60
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. INCOME TAXES
For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
United States
$
64,105
$
86,321
$
68,239
$
130,175
Foreign
218,035
186,547
100,597
209,468
$
282,140
$
272,868
$
168,836
$
339,643
Our Income tax expense consisted of (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Current:
Federal
$
24,046
$
29,228
$
19,285
$
38,146
State
( 68 )
467
( 503 )
867
Foreign
24,499
23,067
8,716
( 2,602 )
$
48,477
$
52,762
$
27,498
$
36,411
Deferred and others:
Federal
$
( 763 )
$
( 957 )
$
104
$
376
State
( 14 )
( 18 )
2
( 2 )
Foreign
( 5,692 )
( 18,861 )
2,404
82
$
( 6,469 )
$
( 19,836 )
$
2,510
$
456
Total income tax expense
$
42,008
$
32,926
$
30,008
$
36,867
The provision for income taxes for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of non-controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Total expense computed by applying federal rates
$
59,249
$
57,303
$
35,456
$
71,325
State and provincial income taxes, net of federal benefit
625
545
518
874
Excess depletion
( 2,259 )
( 1,907 )
( 1,363 )
( 1,812 )
Estimates for uncertain tax positions
—
—
( 910 )
( 26,179 )
Statutory tax attributable to non-controlling interest
( 224 )
( 363 )
( 219 )
( 72 )
Effect of foreign earnings
( 10,116 )
( 8,846 )
( 3,896 )
( 7,659 )
Unrealized foreign exchange gains
( 988 )
853
54
( 616 )
Rate adjustment
( 6 )
—
1,694
—
Changes in estimates
11
119
( 2,614 )
( 858 )
Valuation allowance
( 6,030 )
( 15,877 )
833
1,284
Other
1,746
1,099
455
580
Total income tax expense
$
42,008
$
32,926
$
30,008
$
36,867
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The effective tax rate for the year ended December 31, 2023, was 14.9 % which included the release of a valuation allowance on certain foreign deferred tax assets. The effective tax rate for the year ended December 31, 2022, was 12.1 %, which included the release of a valuation allowance on certain foreign deferred tax assets. The effective tax rate for six months ended December 31, 2021, was 17.8 % which included the release of an uncertain tax position resulting from settlement agreements with foreign tax authorities and a change in estimates, partially offset by a foreign tax rate adjustment resulting in the revaluation of certain deferred tax assets. The effective tax rate for the fiscal year ended June 30, 2021, was 10.9 %, primarily impacted by the release of uncertain tax positions resulting from settlement agreements with foreign tax authorities.
The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities on December 31, 2023 and 2022 are as follows (amounts in thousands):
December 31,
December 31,
2023
2022
Deferred tax assets:
Stock-based compensation
$
1,952
$
1,846
Net operating losses
4,683
3,184
Foreign tax credits
35,751
33,301
Amortizable tax goodwill
46,821
52,783
Other
5,044
4,575
Total deferred tax assets
94,251
95,689
Valuation allowance
( 40,814 )
( 46,844 )
Net deferred tax assets
$
53,437
$
48,845
Deferred tax liabilities:
Mineral property basis
$
( 122,543 )
$
( 124,373 )
Unrealized foreign exchange gains
( 582 )
( 582 )
Other
( 97 )
( 143 )
Total deferred tax liabilities
( 123,222 )
( 125,098 )
Total net deferred taxes
$
( 69,785 )
$
( 76,253 )
We review the measurement of our deferred tax assets at each balance sheet date. Considering all available positive and negative evidence, including but not limited to recent earnings history and forecasted future results, the Company believes it is more likely-than-not that all net deferred tax assets not currently burdened with a valuation allowance will be fully realized. As of December 31, 2023 and 2022, we recorded a valuation allowance of $ 40.8 million and $ 46.8 million, respectively. The valuation allowance remaining at December 31, 2023 is attributable to US foreign tax credits of $ 35.8 million and capital losses of $ 1.9 million and other tax attribute carryforwards of $ 3.2 million in non-US subsidiaries.
As of December 31, 2023 and 2022, we had $ 4.7 million and $ 3.2 million of net operating loss carryforwards. The majority of the tax loss carryforwards are in jurisdictions that allow a twenty-year carry-forward period. As a result, these losses do not begin to expire until the 2038 tax year, and the Company anticipates the losses will be fully utilized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2023 and 2022, we had zero unrecognized tax benefits. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 is as follows (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Total gross unrecognized tax benefits at beginning of year
$
—
$
—
$
652
$
25,389
Additions / Reductions for tax positions of current year
—
—
—
—
Additions / Reductions for tax positions of prior years
—
—
( 60 )
( 812 )
Reductions due to settlements with taxing authorities
—
—
( 592 )
( 23,925 )
Total amount of gross unrecognized tax benefits at end of year
$
—
$
—
$
—
$
652
We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non-U.S. income tax examinations by tax authorities for fiscal years before 2020.
Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of our income tax expense. For the years ended December 31, 2023 and 2022, and the six months ended December 31, 2021, the amount of accrued income-tax-related interest and penalties was zero . For the fiscal year ended June 30, 2021, the accrued income-tax-related interest and penalties was $ 0.3 million. The gross unrecognized tax benefits reflected in the tabular reconciliation do not include interest and penalties.
11. SUPPLEMENTAL CASH FLOW INFORMATION
Our supplemental cash flow information for the years ended December 31, 2023 and 2022, six months ended December 31, 2021, and fiscal year ended June 30, 2021 is as follows (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Cash paid during the period for:
Interest
$
28,054
$
7,218
$
304
$
3,510
Income taxes, net of refunds
$
50,303
$
54,804
$
24,166
$
58,970
Non-cash investing and financing activities:
Dividends declared
$
100,232
$
93,597
$
42,659
$
77,416
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
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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).
As of December 31, 2023 and December 31, 2022, we had financial assets in the form of marketable securities which are measured at fair value on a recurring basis; however, the carrying value of such financial assets is not material.
The carrying value of our revolving credit facility (Note 5) approximates fair value as of December 31, 2023.
As of December 31, 2023, 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. MAJOR SOURCES OF REVENUE
Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2023 and 2022, the six months ended December 31, 2021, and the fiscal year ended June 30, 2021 were as follows (revenue amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Operator
Revenue
Percentage of total revenue
Revenue
Percentage of total revenue
Revenue
Percentage of total revenue
Revenue
Percentage of total revenue
Centerra
$
158,167
26.1
%
$
180,543
30.0
%
$
95,509
27.8
%
$
156,938
25.5
%
Nevada Gold Mines
101,870
16.8
%
57,730
9.6
%
39,609
11.5
%
41,111
6.7
%
Barrick
75,259
12.4
%
140,421
23.3
%
89,177
26.0
%
157,972
25.7
%
Teck
48,920
8.1
%
47,347
7.9
%
28,076
8.2
%
82,164
13.3
%
14. 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) as of December 31, 2023 and 2022 are geographically distributed as shown in the following table (amounts in thousands):
As of December 31, 2023
As of December 31, 2022
Total stream
Total stream
Stream
Royalty
and royalty
Stream
Royalty
and royalty
interest
interest
interests, net
interest
interest
interests, net
Canada
$
461,398
$
614,900
$
1,076,298
$
511,957
$
620,549
$
1,132,506
Dominican Republic
311,050
—
311,050
320,867
—
320,867
Africa
264,529
321
264,850
299,722
321
300,043
Chile
222,629
224,116
446,745
236,312
224,116
460,428
United States
—
794,891
794,891
—
823,203
823,203
Mexico
—
41,803
41,803
—
50,156
50,156
Australia
—
21,288
21,288
—
22,120
22,120
Rest of world
92,010
26,639
118,649
101,440
26,639
128,079
Total
$
1,351,616
$
1,723,958
$
3,075,574
$
1,470,298
$
1,767,104
$
3,237,402
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ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):
Year Ended December 31, 2023
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
418,280
$
90,523
$
—
$
121,121
$
206,636
Royalty interests
187,437
—
7,294
43,385
136,758
Total
$
605,717
$
90,523
$
7,294
$
164,506
$
343,394
Year Ended December 31, 2022
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
417,793
$
94,642
$
—
$
143,526
$
179,625
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
Stream interests
$
226,551
$
52,329
$
—
$
82,603
$
91,619
Royalty interests
116,401
—
4,412
16,867
95,122
Total
$
342,952
$
52,329
$
4,412
$
99,470
$
186,741
Fiscal Year Ended June 30, 2021
Revenue
Cost of sales (1)
Production taxes
Depletion (2)
Segment gross profit
Stream interests
$
423,989
$
92,898
$
—
$
150,594
$
180,497
Royalty interests
191,867
—
6,743
32,619
152,505
Total
$
615,856
$
92,898
$
6,743
$
183,213
$
333,002
(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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Total segment gross profit
$
343,394
$
323,101
$
186,741
$
333,002
Costs and expenses
General and administrative expenses
39,761
34,612
15,163
28,387
Exploration costs
—
—
—
563
Depreciation
431
493
215
356
Impairment of royalty interests
—
4,287
—
—
Total costs and expenses
40,192
39,392
15,378
29,306
Gain on sale of Peak Gold JV interest
—
—
—
33,906
Operating income
303,202
283,709
171,363
337,602
Fair value changes in equity securities
( 147 )
( 1,503 )
( 1,350 )
6,017
Interest and other income
9,952
7,832
1,610
2,443
Interest and other expense
( 30,867 )
( 17,170 )
( 2,787 )
( 6,419 )
Income before income taxes
$
282,140
$
272,868
$
168,836
$
339,643
Our revenue by reportable segment for the years ended December 31, 2023 and 2022, six months ended December 31, 2021 and fiscal year ended June 30, 2021 is geographically distributed as shown in the following table (amounts in thousands):
Years Ended
Six Months Ended
Fiscal Year Ended
December 31,
December 31,
December 31,
June 30,
2023
2022
2021
2021
Stream interests:
Canada
$
196,961
$
212,369
$
115,544
$
190,537
Dominican Republic
76,247
85,863
52,958
115,583
Africa
70,757
53,787
22,228
35,705
Chile
48,920
47,347
28,075
82,164
Rest of world
25,395
18,427
7,746
—
Total stream interests
$
418,280
$
417,793
$
226,551
$
423,989
Royalty interests:
United States
$
123,690
$
81,642
$
54,046
$
68,611
Mexico
25,754
52,388
31,858
58,212
Canada
12,712
27,210
13,756
31,671
Australia
19,011
15,672
11,174
21,466
Africa
—
316
1,107
2,801
Rest of world
6,270
8,185
4,460
9,106
Total royalty interests
$
187,437
$
185,413
$
116,401
$
191,867
Total revenue
$
605,717
$
603,206
$
342,952
$
615,856
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. COMMITMENTS AND CONTINGENCIES
Xavantina Exploration Payment
On April 20, 2023, we made a $ 2.4 million advance payment to a subsidiary of Ero Copper Corp. (“Ero”) as part of our commitment to support the achievement of success-based targets related to regional exploration and mineral resource additions. This payment was recorded to exploration-stage stream interests within Stream and royalty interests, net on our consolidated balance sheets. As of December 31, 2023, $ 4.4 million of additional advance payments remain if Ero meets certain success-based targets related to regional exploration and mineral resource additions through calendar 2024.
Ilovica Gold Stream Acquisition
As of December 31, 2023, 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.
16. SUBSEQUENT EVENTS
On February 13, 2024, RGLD Gold AG, a subsidiary of the Company, entered into a Processing Cost Support Agreement (the “Agreement”) with Centerra Gold Inc. (“Centerra”) with respect to the Mount Milligan Mine (“Mount Milligan”) for cash consideration of $ 24.5 million, 50,000 ounces of gold to be delivered in the future and a free cash flow interest. The cost support to Centerra is expected to allow for a reserve increase and extend the mine life at Mount Milligan to 2035. Our existing stream agreement on Mount Milligan remains in place and is unaffected by the additional Agreement. We are currently evaluating the accounting for the Agreement with Centerra and expect it will be completed during the quarter ending March 31, 2024.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.