UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
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FORM 10-Q |
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2002 |
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Commission File Number 0-5664 |
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(Name, State of Incorporation, Address and Telephone Number) |
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Royal Gold, Inc. (a Delaware corporation) |
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ROYAL GOLD, INC. 1660 Wynkoop Street, Suite 1000 Denver, Colorado 80202-1132 (303) 573-1660
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I.R.S. Employer Identification Number84-0835164 |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. |
Cautionary "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Such forward-looking statements include statements regarding projected production levels, reserves, settlement of the Casmalia matter, and that the Company envisions that further growth will more likely occur as a result of acquisitions, rather than from exploration. Factors that could cause actual results to differ materially from the projections incorporated herein include, among others, changes in precious metals prices, decisions and activities of the operators of its royalty properties, unanticipated grade, geological, metallurgical, processing or other problems, changes in project parameters as plans continue to be refined, economic and market conditions, fut ure financial needs, the availability of acquisitions, and the ability to reach a definitive court-approved settlement of the Casmalia matter, as well as other factors described elsewhere in this report. Most of these factors are beyond the Company's ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made herein. Readers are cautioned not to put undue reliance on forward-looking statements.
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ROYAL GOLD, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
ASSETS |
| | March 31, | | | June 30, | |
Current liabilities | | 2002 | | | 2001 | |
Accounts payable | $ | 820,400 | | $ | 485,785 | |
Dividend payable | | 0 | | | 894,490 | |
Accrued compensation | | 75,000 | | | 150,000 | |
Other | | 49,337 | | | 43,034 | |
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Total current liabilities | | 944,737 | | | 1,573,309 | |
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Other liabilities | | 122,169 | | | 127,100 | |
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Commitments and contingencies (Note 4) | | | | | | |
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Stockholders' equity | | | | | | |
Common stock, $.01 par value, authorized 40,000,000 shares; and issued 18,167,265 and 18,101,622 shares, respectively | | 181,673 | | | 181,016 | |
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Additional paid-in capital | | 55,867,572 | | | 55,868,222 | |
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Accumulated other comprehensive income | | 114,298 | | | (553,472 | ) |
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Accumulated deficit | | (35,491,231 | ) | | (38,837,098 | ) |
| | 20,672,312 | | | 16,658,668 | |
Less treasury stock, at cost (229,226 shares) | | (1,096,872 | ) | | (1,096,872 | ) |
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Total stockholders' equity | | 19,575,440 | | | 15,561,796 | |
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Total liabilities and stockholders' equity | $ | 20,642,346 | | $ | 17,262,205 | |
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| | March 31, | | | March 31, | |
| | 2002 | | | 2001 | |
Royalty revenues | $ | 3,140,760 | | $ | 1,446,010 | |
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Costs and expenses | | | | | | |
Costs of operations | | 262,566 | | | 147,591 | |
General and administrative | | 498,548 | | | 457,175 | |
Exploration and business development | | 189,992 | | | 207,140 | |
Depreciation and depletion | | 569,043 | | | 330,456 | |
Total costs and expenses | | 1,520,149 | | | 1,142,362 | |
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Operating income | | 1,620,611 | | | 303,648 | |
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Interest and other income | | 30,622 | | | 74,595 | |
Interest and other expense | | 31,064 | | | 11,920 | |
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Income before income taxes | | 1,620,169 | | | 366,323 | |
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Income tax expense (benefit) | | 32,403 | | | 7,326 | |
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Net earnings | $ | 1,587,766 | | $ | 358,997 | |
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Adjustments to comprehensive income | | | | | | |
Unrealized change in market value of available for sale securities | | 114,298 | | | 144,709 | |
Comprehensive income | $ | 1,702,064 | | $ | 503,706 | |
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Basic earnings per share | $ | 0.09 | | $ | 0.02 | |
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Basic weighted average shares outstanding | | 17,922,617 | | | 17,751,596 | |
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Diluted earnings per share | $ | 0.09 | | $ | 0.02 | |
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Diluted weighted average shares outstanding | | 18,172,621 | | | 17,866,905 | |
| | March 31, | | | March 31, | |
| | 2002 | | | 2001 | |
Royalty revenues | $ | 8,861,773 | | $ | 4,389,061 | |
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Costs and expenses | | | | | | |
Costs of operations | | 724,013 | | | 482,655 | |
General and administrative | | 1,383,265 | | | 1,315,848 | |
Exploration and business development | | 485,023 | | | 590,240 | |
Impairment of mining assets | | 0 | | | 490,215 | |
Depreciation and depletion | | 1,690,804 | | | 866,947 | |
Total costs and expenses | | 4,283,105 | | | 3,745,905 | |
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Operating income | | 4,578,668 | | | 643,156 | |
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Interest and other income | | 100,769 | | | 216,191 | |
Gain (loss) on marketable securities | | (1,171,679 | ) | | 0 | |
Interest and other expense | | 93,608 | | | 11,920 | |
Income before income taxes | | 3,414,150 | | | 847,427 | |
Income tax expense | | 68,283 | | | 16,949 | |
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Net earnings | $ | 3,345,867 | | $ | 830,478 | |
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Adjustments to comprehensive income | | | | | | |
Unrealized change in market value of available for sale securities | | 114,298 | | | (308,640 | ) |
Realization of the change in market value of available for sale securities | | 553,472 | | | 0 | |
Comprehensive income | $ | 4,013,637 | | $ | 521,838 | |
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Basic earnings per share | $ | 0.19 | | $ | 0.05 | |
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Basic weighted average shares outstanding | | 17,901,294 | | | 17,749,870 | |
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Diluted earnings per share | $ | 0.19 | | $ | 0.05 | |
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Diluted weighted average shares outstanding | | 18,057,655 | | | 17,865,551 | |
| | March 31, | | | March 31, | |
| | 2002 | | | 2001 | |
Cash flows from investing activities | | | | | | |
Purchase of available for sale securities | $ | 0 | | $ | (250,000 | ) |
Proceeds from marketable securities | | 19 | | | 0 | |
Capital expenditures for property and equipment | | (24,606 | ) | | (58,942 | ) |
Decrease in other assets | | 96,408 | | | 0 | |
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Net cash provided by (used in) investing activities | | 71,821 | | | (308,942 | ) |
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Cash flows from financing activities: | | | | | | |
Purchase of common stock | | 0 | | | (53,242 | ) |
Dividends | | (894,490 | ) | | (885,004 | ) |
Proceeds from issuance of common stock | | 7 | | | 8,750 | |
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Net cash provided by (used in) financing activities | | (894,483 | ) | | (929,496 | ) |
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Net increase (decrease) in cash and equivalents | | 4,062,782 | | | 1,134,575 | |
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Cash and equivalents at beginning of period | | 4,578,278 | | | 4,647,160 | |
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Cash and equivalents at end of period | $ | 8,641,060 | | $ | 5,781,735 | |
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Presented below is a discussion of the status of each of the Company's currently significant mineral properties. |
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Pipeline Mining Complex |
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The Company holds two sliding-scale gross smelter returns royalties (GSR1 and GSR2) and a fixed gross royalty (GSR3) over the Pipeline Mining Complex that includes the Pipeline and South Pipeline gold deposits in Lander County, Nevada. The Company also owns a net value royalty (NVR1) on the South Pipeline gold deposit. |
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ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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Bald Mountain |
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Effective January 1, 1998, the Company purchased a 50% undivided interest in a sliding-scale net smelter returns royalty that burdens a portion of the Bald Mountain mine, in White Pine County, Nevada. Bald Mountain is an open pit, heap leach mine operated by Placer Dome U.S. Inc. |
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Mule Canyon |
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In fiscal 1999, the Company purchased a 5% NSR royalty on a portion of the Mule Canyon mine, operated by Newmont Gold Company. |
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Yamana Resources |
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In fiscal 2000, the Company purchased a 2% NSR royalty on Yamana Resources' properties in Argentina. |
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Casmalia |
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The Company received notice, on March 24, 2000, that the U.S. Environmental Protection Agency ("EPA") had identified Royal Resources, Inc. (Royal Gold's corporate predecessor) as one of 22,000 potentially responsible parties ("PRPs"), for clean-up of a fully-permitted hazardous waste landfill at Casmalia, Santa Barbara County, California, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("Superfund"). The Company's alleged PRP status stemmed from oil and gas exploration activities undertaken by Royal Resources in California during 1983-84. |
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At the end of June 2001, the Company agreed, in principle, subject to the drafting of an acceptable consent decree, to accept financial responsibility for approximately two million pounds of customary oil and gas well drilling mud, and to settle with the EPA for approximately $110,000. |
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On January 31, 2002, the Company entered into various agreements with other "Tier II" parties identified as potentially responsible for a portion of the clean-up of the Casmalia Disposal Facility, in Casmalia, California (the "Site"), and, in connection with such agreements, deposited the sum of $107,858 into escrow. The escrowed funds are intended to resolve the Company's alleged liability under Superfund for clean-up costs to be incurred at the Site. |
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The escrow amount is based on the percentage of the total waste volume at the Site that the Company or its predecessors allegedly disposed of there, during 1983 and 1984. Although the Company's waste consisted entirely of customary oil field waste, the EPA has alleged that the waste was hazardous. The Company's volumetric contribution of allegedly hazardous waste was then used to calculate the Company's share of the projected cost of $272 million to accomplish remediation of the Site. |
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The unaudited financial statements as of March 31, 2002, and for the three and nine months ended March 31, 2002 and 2001, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of financial position, results of operations, and cash flows on a basis consistent with that of the prior audited consolidated financial statements. |
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Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, it is suggested that these financial statements be read in connection with the audited financial statements and the notes included in the Company's Annual Report on Form 10-K as of June 30, 2001. |
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Royal Gold is engaged in the acquisition and management of precious metals royalties and in the exploration and development of precious metals properties. |
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The Company seeks to acquire existing royalties or to finance projects that are in production or near production in exchange for royalty interests. The Company also explores and develops properties thought to contain precious metals and seeks to obtain royalty and other carried ownership interests in such properties from other mining companies. Substantially all of the Company's revenues are and can be expected to be derived from royalty interests, rather than from mining operations conducted by the Company. |
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ROYAL GOLD, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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The following discussion should be read in conjunction with the accompanying interim Consolidated Financial Statements, related Notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the report on Form 10-K of Royal Gold, Inc. for the annual period ended June 30, 2001. |
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At March 31, 2002, the Company had current assets of $11,650,851 compared to current liabilities of $944,737 for a current ratio of 12 to 1. This compares to current assets of $6,004,176 and current liabilities of $1,573,309 at June 30, 2001, resulting in a current ratio of 4 to 1. |
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During the first nine months of fiscal 2002, liquidity needs were met from $8,861,773 in royalty revenues from production at the Pipeline Mining Complex, Yamana, and at Bald Mountain, the Company's available cash resources, and interest and other income of $100,769. |
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The Company recorded a non-cash charge of $1,171,679 related to its available for sale securities for the nine months ended March 2002. The decline in value of these securities was deemed to be other-than-temporary and, therefore, the decline in value was recognized, including $553,472 that had previously been recorded as a loss in Other Comprehensive Income. |
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For fiscal 2002, based on information from the operator, the Company anticipates production of approximately 1.1 million (revised from one million) ounces of gold at the Pipeline Mining Complex, which includes the processing of carbonaceous ore, based on estimates provided by Cortez. Production at the Pipeline Mining Complex was approximately 889,000 ounces of gold during the nine months ended March 31, 2002. |
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The Company has a $10 million line of credit from HSBC that may be used to acquire producing royalties. Repayment of any loan under the line of credit will be secured by a mortgage on the Company's GSR3 royalty at the Pipeline Mining Complex, and by a security interest in the proceeds from any of the Company's royalties at the Pipeline Mining Complex. Any assets purchased with the line of credit will also serve as collateral. At this time, no funds have been drawn under the line of credit. |
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The Company's current financial resources and sources of income should be adequate to cover the Company's anticipated expenditures for general and administrative costs, exploration and business development costs, and capital expenditures for the foreseeable future. |
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Other Events: |
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On April 3, 2002, Coeur d'Alene ("Coeur") announced it had completed the purchase of the Martha high-grade silver mine and other precious metal exploration properties in southern Argentina from Yamana Resources Inc. Coeur said it estimates that the Martha Mine contains fully diluted proven and probable reserves of 2.7 million ounces of silver at an average silver equivalent grade of 140 ounces per ton. Coeur plans to commence operations at the Martha Mine in May. Mining had been suspended as of October 2001. The Company holds a 2% NSR on these properties. |
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ROYAL GOLD, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
RESULTS OF OPERATIONS |
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Quarter Ended March 31, 2002, Compared with Quarter Ended March 31, 2001 |
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For the quarter ended March 31, 2002, the Company recorded net earnings of $1,587,766, or $0.09 per diluted share, as compared to net earnings of $358,997, or $0.02 per diluted share, for the quarter ended March 31, 2001. Net earnings for the current quarter reflect $3,140,760 in royalty revenues. |
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For the quarter ended March 31, 2002, the Company received royalty revenues of $3,009,996 from its royalties at the Pipeline Mining Complex and $130,764 from its royalty at Bald Mountain. For the quarter ended March 31, 2001, the Company received royalty revenues of $1,446,010. This increase resulted from a higher royalty rate due to a higher gold price, higher production at the Pipeline Mining Complex, and royalties received from NVR1, which was not owned last fiscal year. The gold price averaged $290 in the current quarter versus $264 in the prior year's same quarter. |
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Cost of operations increased compared to the quarter ended March 31, 2001, primarily related to Nevada net proceeds tax expenditures associated with the increased royalties at the Pipeline Mining Complex. |
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General and administrative expenses of $498,548 for the quarter ended March 31, 2002, increased from $457,175 for the quarter ended March 31, 2001, primarily because of increased costs of maintaining listings on U.S. and Canadian stock exchanges. |
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Exploration and business development expenses decreased from $207,140 for the quarter ended March 31, 2001, to $189,992 for the quarter ended March 31, 2002, primarily due to decreased exploration expenditures, somewhat offset by increased business development costs. |
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Depreciation and depletion increased from $330,456 for the quarter ended March 31, 2001, to $569,043 for the quarter ended March 31, 2002, primarily due to increased production at the Pipeline Mining Complex, and depletion related to the Company's NVR1 royalty, which was not owned last fiscal year. |
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Interest and other income decreased from $74,595 for the quarter ended March 31, 2001 to $30,622 for the quarter ended March 31, 2002, primarily due to lower interest rates received on invested funds. |
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ROYAL GOLD, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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RESULTS OF OPERATIONS |
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Nine Months Ended March 31, 2002, Compared with Nine Months Ended March 31, 2001 |
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For the nine months ended March 31, 2002, the Company recorded net earnings of $3,345,867, or $0.19 per diluted share, as compared to net earnings of $830,478, or $0.05 per diluted share, for the nine months ended March 31, 2001. Net earnings for the nine months ended March 31, 2002, reflect $8,861,773 in royalty revenues. |
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For the nine months ended March 31, 2002, the Company received $8,436,873 from its royalties at the Pipeline Mining Complex and $314,956 from its royalty at Bald Mountain. For the nine months ended March 31, 2001, the Company received royalty revenues of $4,389,061. This increase resulted from a higher royalty rate due to the higher gold price, higher production at the Pipeline Mining Complex, and royalties received from NVR1, which was not owned by the Company last fiscal year. The gold price averaged $282 for the nine months ended March 31, 2002 versus $264 for the nine months ended March 31, 2001. |
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Cost of operations increased compared to the nine months ended March 31, 2001, primarily related to Nevada net proceeds tax expenditures associated with the increased royalties at the Pipeline Mining Complex. |
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General and administrative expenses of $1,383,265 for the nine months ended March 31, 2002, increased compared to $1,315,848 for the nine months ended March 31, 2001, primarily because of increased costs of maintaining listings on U.S. and Canadian stock exchanges. |
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Exploration and business development expenses decreased from $590,240 for the nine months ended March 31, 2001, to $485,023 for the nine months ended March 31, 2002, primarily due to decreased exploration expenditures, somewhat offset by increased business development costs. |
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Depreciation and depletion increased from $866,947 for the nine months ended March 31, 2001, to $1,690,804 for the nine months ended March 31, 2002, primarily due to increased production at the Pipeline Mining Complex, the increased depletion associated with the Company's purchase of the GSR3 royalty at the Pipeline Mining Complex, because the royalty rate increased from 0.475% to 0.7125%, and depletion related to the Company's NVR1 royalty which was not owned last fiscal year. |
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The Company recorded a non-cash charge of $1,171,679 related to its equity investments in Yamana Resources for the nine months ended March 31, 2002. The decline in value of these securities was deemed to be other-than-temporary and, therefore, the decline in value was recognized. Included in the charge for the nine months ended March 31, 2002, was a previous unrealized loss of $553,472 recorded in Other Comprehensive Income. |
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Interest and other income decreased from $216,191 for the nine months ended March 31, 2001, to $100,769 for the nine months ended March 31, 2002, primarily due to lower interest rates received on invested funds. |
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ROYAL GOLD, INC. |