FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
COMMISSION FILE NUMBER 0-5664
ROYAL GOLD, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-0835164
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SUITE 1000
1660 WYNKOOP STREET
DENVER, COLORADO 80202-1132
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 573-1660
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
---------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)
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, and
(2) has been subject to such filing requirements for the past 90
days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK MAY 5, 1995
--------------------- -----------------
$.01 PAR VALUE 14,471,976 SHARES
ROYAL GOLD, INC.
INDEX
PAGE
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets ................... 3-4
Consolidated Statements of Operations ......... 5-6
Consolidated Statements of Cash Flows ......... 7-8
Notes to Consolidated Financial
Statements .................................. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ................................... 15
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8K ............... 19
SIGNATURES ................................................ 20
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, June 30,
1995 1994
---------- ---------
Current Assets
Cash and equivalents $ 3,913,854 $ 1,942,912
Marketable securities 4,966,469 4,897,626
Receivables
Trade and other 130,946 113,666
Related party 35,341 77,038
Inventory 154,238 -
Prepaid expenses and other 111,303 65,849
Deferred income tax benefit 25,000 25,000
--------- ---------
Total current assets 9,337,151 7,122,091
Property and equipment, at cost
Mineral properties 554,588 279,588
Furniture, equipment and improvements 726,606 761,633
--------- ---------
1,281,194 1,041,221
Less accumulated depreciation,
depletion and amortization (656,160) (717,914)
--------- ---------
Net property and equipment 625,034 323,307
Other Assets
Restricted investments and other 22,766 12,767
Deferred income tax benefit 725,000 725,000
--------- --------
Total other assets 747,766 737,767
---------- ---------
$10,709,951 $ 8,183,165
========== =========
The accompanying notes are an integral part of
these consolidated financial statements.
3
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, June 30,
1995 1994
---------- ---------
Current Liabilities
Accounts payable $ 196,281 $ 122,147
Current portion on notes payable 41,800 55,733
Accrued liabilities
Post retirement benefits 26,400 26,400
Rent and other 15,688 33,866
--------- --------
Total current liabilities 280,169 238,146
Notes payable - 27,867
Post retirement benefit liabilities 113,549 103,349
Commitments and contingencies
(Note 1)
Stockholders' equity
Common stock, $.01 par value,
authorized 30,000,000 shares;
issued 14,487,962 and 13,835,712
shares, respectively 144,880 138,357
Additional paid-in capital 44,314,027 40,176,895
Accumulated deficit (34,062,701) (32,416,476)
---------- ----------
10,396,206 7,898,776
Less treasury stock, at cost
(15,986 and 16,986 shares,
respectively) (79,973) (84,973)
---------- ---------
Total stockholders' equity 10,316,233 7,813,803
---------- ---------
$10,709,951 $ 8,183,165
========== =========
The accompanying notes are an integral part of
these consolidated financial statements.
4
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended
March 31,
--------------------------
1995 1994
--------- ----------
Royalty income $ 171,047 $ -
Consulting revenues 80,650 9,138
Costs and expenses
General and administrative 395,251 267,708
Direct costs of consulting revenues 28,688 1,142
Exploration, net 145,134 197,855
Lease maintenance and holding costs 51,151 32,311
Depreciation and depletion 25,562 6,991
--------- ---------
Total costs and expenses 645,786 506,007
--------- ---------
Operating loss (394,089) (496,869)
Interest and other income 105,901 53,795
Gain (loss) on marketable securities 34,908 -
Interest expense - (20,869)
--------- ---------
Net loss $ (253,280) $ (463,943)
========= =========
Net loss per share $ (0.02) $ (0.03)
Weighted average shares outstanding 14,378,895 13,607,661
The accompanying notes are an integral part of
these consolidated financial statements.
5
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the nine months ended
March 31,
-------------------------
1995 1994
-------- ---------
Royalty income $ 382,492 $ 152,501
Consulting revenues 159,681 26,101
Costs and expenses
General and administrative 1,307,711 748,163
Direct costs of consulting revenues 101,058 17,273
Exploration, net 853,143 272,945
Lease maintenance and holding costs 179,939 102,807
Depreciation and depletion 55,498 17,669
--------- ---------
Total costs and expenses 2,497,349 1,158,857
Operating loss (1,955,176) (980,255)
Interest and other income 275,001 72,715
Gain (loss) on marketable securities 35,309 -
Interest expense (1,359) (23,583)
--------- ---------
Net loss $(1,646,225) $ (931,123)
========= =========
Net loss per share $ (0.12) $ (0.07)
Weighted average shares
outstanding 14,199,334 12,669,349
The accompanying notes are an integral part of
these consolidated financial statements.
6
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
for the nine months ended
March 31,
-------------------------
1995 1994
----------- ----------
Cash flows from operating activities
Net income (loss) $ (1,646,225)$ (931,123)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and depletion 55,498 17,669
(Gain) loss on marketable securities (35,309) 19,510
Non cash exploration expense 8,875 10,500
(Increase) decrease in:
Trade and other receivables 24,417 (115,194)
Inventory (154,238) -
Prepaid expenses and other (45,454) 9,025
Increase (decrease) in:
Accounts payable and accrued liabilities 42,043 142,707
Post retirement liabilities (17,667) (61,600)
--------- --------
Total Adjustments (121,835) 22,617
--------- --------
Net cash provided by (used in) operating
activities (1,768,060) (908,506)
--------- --------
Cash flows from investing activities
Purchase of marketable securities (2,981,875) (4,944,901)
Sale of marketable securities 2,948,340 -
Proceeds from disposition of property
and equipment - 2,499
Capital expenditures for
property and equipment (357,243) (27,176)
(Increase) decrease in other assets (10,000) -
--------- ---------
Net cash provided by (used in) investing
activities (400,778) (4,969,578)
--------- ---------
(Continued)
The accompanying notes are an integral part of
these consolidated financial statements.
7
ROYAL GOLD, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
for the nine months ended
March 31,
-------------------------
1995 1994
--------- ---------
Cash flows from financing activities
Proceeds from issuance of common stock $ 4,139,780 $ 6,959,368
Net cash provided by (used in) financing --------- ---------
activities 4,139,780 6,959,368
--------- ---------
Net increase (decrease) in cash and
equivalents 1,970,942 1,081,284
--------- ---------
Cash and equivalents at beginning
of period 1,942,912 1,418,928
--------- ---------
Cash and equivalents at end of period $ 3,913,854 $ 2,500,212
========= =========
Supplemental disclosure of non-cash activities:
During period ended March 31, 1994, 6,000 shares of treasury stock
were issued as partial payment for commission on a stock placement.
During period ended March 31, 1995, 1,000 shares of treasury stock
were issued as a lease payment on an exploration property.
The accompanying notes are an integral part of
these consolidated financial statements
8
ROYAL GOLD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. PROPERTY AND EQUIPMENT
Property and equipment consists of the following components at
March 31, 1995, and June 30, 1994:
March 31, June 30,
1995 1994
---------- ---------
Mineral Properties:
South Pipeline-
Net Profits Interest $ - $ -
South Pipeline-
Capped Royalty 236,275 -
Long Valley 159,478 159,478
Camp Bird 120,110 120,110
------- -------
515,863 279,588
Office furniture, equipment
and improvements 109,171 43,719
------- -------
Net property and equipment $ 625,034 $ 323,307
======= =======
As discussed in the following paragraphs, the Company is conducting
activity on substantially all of its mineral properties. The
results of these activities to date have not resulted in any
conclusions that the carrying value of these properties will or
will not be recoverable by charges against income from future
mining operations or a subsequent sale of the properties.
Realization of these costs is dependent upon the success of
exploration programs resulting in the discovery of economically
mineable deposits and the subsequent development or sale of those
deposits or properties, or the production of gold from existing
resources. The outcome of these matters is contingent upon future
events which cannot be determined at this time.
The operations and activities conducted on the properties in which
Royal Gold, Inc. or its subsidiaries (hereafter, collectively,
"Royal Gold" or "the Company") holds various interests are subject
to various federal, state, and local laws and regulations governing
protection of the environment. These laws are continually
changing, and are generally becoming more restrictive. Management
believes that the Company is in material compliance with all
applicable laws and regulations.
9
Presented below is a discussion of the status of each of the
Company's significant mineral properties.
A. SOUTH PIPELINE (CRESCENT VALLEY)
The South Pipeline Project relates to a claim block
containing sediment-hosted gold deposits located in
Lander County, Nevada. The Company holds a 20% net
profits interest in this project, most of which remains
in the development stage.
A feasibility study is in progress for the South Pipeline
deposit, which occurs on a portion the South Pipeline
Project ground. Preliminary evaluation indicates that at
least 2.2 million ounces of gold could be mined from an
open pit in this deposit.
Cortez began mining at the Crescent Pit, which is a
portion of the South Pipeline deposit, in June 1994. At
June 30, 1994, the Company estimated that the South
Pipeline Property had reserves of 1,967,000 tons, with an
average grade of 0.125 oz./ton of gold, containing
245,875 ounces of gold. In September 1994, sufficient
quantities of mill grade oxide ore had been accumulated
to start processing and gold production. Oxide ore from
the Crescent Pit is commingled with roasted ore from
Cortez's Gold Acres Mine, and both are being processed at
the Cortez Mill; Royal Gold has no interest in the Gold
Acres Mine.
Royal Gold has completed prefeasibility studies of the
potential of mining some of the higher grade material in
a deep zone of the deposit by underground methods. The
study suggests that further investigation of this
potential is warranted.
On the basis of the Company's latest resource estimate,
the South Pipeline deposit contains approximately 4.4
million ounces of gold. Exploration is ongoing on other
areas of the South Pipeline Project.
B. SOUTH PIPELINE - CAPPED ROYALTY
In October 1994, the Company purchased an additional
royalty interest on the South Pipeline project from
10
Western Mining Corporation for $275,000. The royalty
interest is equivalent to a 0.75 percent net smelter
return production royalty, capped at $375,000.
C. LONG VALLEY
The Long Valley Property, in Mono County, California, is
subject to a joint venture agreement between the Company
and Standard Industrial Minerals, Inc. Pursuant to the
agreement, the Company was entitled to earn a 60%
interest in the project by developing a plant, by May
1995, to extract gold from the property. The performance
deadline was extended by the Option Agreement that is
described below.
By a Mining Claim Exploration and Purchase Option
Agreement dated effective November 30, 1993, the Company
secured an option, expiring December 31, 1997, to acquire
Standard Industrial Minerals' interest in the property,
upon payment of $1,000,000. The Option Agreement, which
is terminable by the Company at any time, involves annual
option consideration payments which would total $125,000,
if all four such payments were made. Up to $100,000 of
the payments (namely, the payments that would be made in
1995 and 1996) may be credited against the option
exercise amount. Alternatively, under the Option
Agreement, the Company may also earn a 60% interest in
the property by building the previously described plant.
During the summer and fall of 1994, the Company drilled
a total of 18 vertical and angled holes, by reverse
circulation drilling, to depths of up to 900 feet. Based
on the results and Royal Gold's assessment of data
previously generated by Royal Gold and its predecessors
in interest, Royal Gold now estimates that Long Valley
hosts a mineralized deposit (indicated resource) of
49,640,000 tons, with an average grade of 0.018 ounces of
gold per ton, using a cutoff grade of 0.01 ounces per
ton. Applying a cutoff grade of 0.02 ounces of gold per
ton, Royal Gold estimates that the deposit at Long Valley
is 11,825,000 tons, with an average grade of 0.036 ounces
of gold per ton. Further drilling, other geologic work,
and detailed economic analysis is required before the
mineral deposit at Long Valley can be shown to be
commercially viable and to constitute reserves. The
11
Company intends to proceed with additional exploration on
the property in the spring of 1995.
D. CAMP BIRD
At March 31, 1995, capitalized costs of $120,000
represent the Company's ownership of patented mining
claims. Management believes that these claims are
valuable for their mineral potential as well as the value
of the real estate.
E. NEVADA EXPLORATION
BUCKHORN SOUTH
During the summer and fall of 1994, the Company drilled
nine reverse circulation holes at the Buckhorn South
property, in Eureka County, Nevada. The first five holes
of this program focused on five distinct anomalies that
had been identified by geophysical survey. Anomalous
levels of gold were encountered in each hole, and the
Company conducted further drilling on this property in
December 1994. Encouraging results from that program
justify further exploration at the property.
BOB CREEK
Effective December 1, 1994, the Company entered into an
agreement with Santa Fe Pacific Gold Corporation on its
Bob Creek project. The Bob Creek project consists of 103
unpatented mining claims that comprise approximately
three square miles in Eureka County, Nevada. Santa Fe
controls other mineral interests adjacent to the
property.
Under the terms of the agreement, Santa Fe will (1)
assume all of Royal Gold's obligations under two
underlying mining leases; (2) spend a minimum of $150,000
in exploration during the next twelve months, this amount
being guaranteed; and (3) spend progressively greater
amounts on exploration over the succeeding three years.
Royal Gold has reserved a 2% net smelter return
production royalty.
12
F. UNION PACIFIC
At March 31, 1995, an initial four-hole drilling program
had been completed at one prospect and comprehensive
sampling is underway at various other sites.
In March 1995, Royal Gold and Union Pacific Minerals
amended their Option Agreement and Grant of Exploration
Rights to provide that Royal Gold may also explore Union
Pacific lands in Utah and the State Line district in
Wyoming and Colorado. The maximum term of the agreement
has been extended from July 31, 1997 to December 31,
1998, and Royal Gold has secured the right to exchange or
substitute parcels of land up until December 31, 1995,
when it must designate 50,000 acres for more extensive
exploration.
Royal Gold must expend a total of $500,000 on the project
by December 31, 1995, an increase of $100,000 over the
original commitment. For the full term of the agreement,
as amended, Royal Gold's commitment for exploration and
development expense would be $2.1 million. These
commitments are cancelable in stages. If the Company
proceeds past December 31, 1995, $600,000 in additional
work expenditures would be expended by December 31, 1997,
and if work continues past December 31, 1997, an
additional $1,000,000 would be spent by December 31,
1998.
2. INCOME TAXES
At June 30, 1994, the Company had an estimated net operating
loss carryforward for federal income tax purposes of
approximately $20.3 million. If not used, the net operating
loss carryforwards will expire by the year 2009.
During the current quarter and nine month period, the Company
sustained a loss from operations which added to its net
operating loss carryforward position.
3. INVENTORY
Inventory as of March 31, 1995 relates to in-kind gold
payments received on the Company's Net Profit Interests at
South Pipeline. This inventory is comprised of 405.45 ounces
13
of gold, carried at a value of $380.41 per ounce, for a total
of $154,238.
4. GENERAL
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 financial statements and the notes
included in the Company's audited consolidated financial
statements as of June 30, 1994.
The information in this report reflects all adjustments which,
in the opinion of management, are necessary to express a fair
statement of results for the periods presented. All such
adjustments are of a normal recurring nature. The results of
operations for the period ended March 31, 1995 are not
necessarily indicative of the results to be expected for the
full fiscal year.
Certain accounts in the prior period financial statements have
been reclassified for comparative purposes to conform with the
presentation in the current period financial statements.
14
ROYAL GOLD, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company had a working capital surplus of
$9,056,982. Current assets were $9,337,151, compared to current
liabilities of $280,169, for a current ratio of 33 to 1. This
compares to current assets of $7,122,091, and current liabilities
of $238,146, at June 30, 1994, resulting in a current ratio of 29.9
to 1. The Company's financial position has been strengthened as a
result of the securities transactions described in earlier filings.
During the first nine months of fiscal 1995, the Company continued
to incur losses from operations.
The Company's liquidity needs are generally being met from its
available cash resources, royalty income, interest income, cash
payments from companies seeking to explore the Company's
properties, earnings from consulting services, and the issuance of
common stock. During the third quarter of fiscal 1995, the Company
earned $149,599 in royalties on South Pipeline. This $149,599 is
comprised of $120,164 related to the Company's Net Profits Interest
and $29,435 in payment on its recently purchased capped royalty.
The Company earned $105,901 in interest income and on its cash
marketable securities portfolio. This marketable securities
portfolio is invested in U.S. treasury notes with maturities of up
to fifteen months. The Company also received $291,219 from the
exercise of warrants and common stock options.
Management believes its cash resources will be adequate to fund
planned operations for the foreseeable future. The Company has
recently increased exploration activity and anticipates continued
increased exploration activities for the remainder of the year.
The Company's long-term viability is ultimately dependent upon the
successful development and operation of the Company's mineral
interests.
The U.S. Forest Service has now substantially completed reclamation
of the Goldstripe project site, but it is possible, depending on
the results of post-reclamation groundwater monitoring, that
additional reclamation work may be required. The Company may be
called upon to dedicate additional capital resources to this
activity.
15
RESULTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1995, COMPARED TO THE QUARTER ENDED
MARCH 31, 1994
The Company is engaged in the gold and other precious metals
business through the acquisition, exploration, development, and
sale of gold properties, and the acquisition and development of
gold royalty interests.
For the quarter ended March 31, 1995, the Company reported a net
loss of $253,280, or $.02 per share, as compared to a net loss of
$463,943, or $.03 per share, for the quarter ended March 31, 1994.
Royalty income for the current quarter of $171,047, compared to
zero for the prior year, relates to Royal Gold's interest in the
South Pipeline Project, which was not in production last year. The
current increase in consulting revenue is primarily from one
consulting arrangement for which the Company received $75,000
during the quarter.
General and administrative costs of $395,251 for the current
quarter have increased from $267,708 for the quarter ended March
31, 1994, primarily because of increased expenditures related to
the monitoring of the NPI interest at South Pipeline, and increased
employee related expenses.
Direct costs of consulting revenues increased by $27,546 primarily
because of costs relating to the above-mentioned consulting
arrangement.
Exploration expenditures of $145,134 for the quarter ended March
31, 1995, decreased from $197,855 for the quarter ended March 31,
1994, primarily due to decreased drilling activity in Nevada and
Utah somewhat offset by increased exploration on Union Pacific
ground.
Lease maintenance and holding costs increased from $32,311 for the
quarter ended March 31, 1994, to $51,151 for the quarter ended
March 31, 1995, primarily due to early payment of a discounted
advance royalty obligation made on a property in Montana.
Depreciation, depletion and amortization increased from $6,991 for
the quarter ended March 31, 1994, to $25,562 for the quarter ended
March 31, 1995, primarily due to depletion expense related to the
South Pipeline Project capped royalty.
16
Interest and other income increased from $53,795 for the quarter
ended March 31, 1994, to $105,901 for the quarter ended March 31,
1995, primarily due to an increase in funds available for
investment and higher interest rates received during the current
quarter.
FOR THE NINE MONTHS ENDED MARCH 31, 1995, COMPARED TO THE NINE
MONTHS ENDED MARCH 31, 1994
For the nine months ended March 31, 1995, the Company reported a
net loss of $1,646,225, or $.12 per share, as compared to a net
loss of $931,123, or $.07 per share, for the nine months ended
March 31, 1994.
Royalty income for both periods include $150,000 in advance minimum
royalty receipts relating to the South Pipeline Project. Royalty
income for the current period also includes $206,044 relating to
production at South Pipeline, which was not in production last
year. Consulting revenues for the current period were $159,681,
compared with $26,101 for the nine months ended March 31, 1994.
This increase is primarily due to one consulting arrangement for
which the Company received $150,000 during the period.
General and administrative costs for the nine months ended March
31, 1995 were $1,307,711 compared to $748,163 for the comparable
period, primarily because of increased expenditures relating to the
prefeasibility study and increased monitoring of its NPI interest
at South Pipeline, increased employee related expenses, and
increased expenditures related to investor relations.
Direct costs of consulting revenues increased by $83,785 primarily
because of costs relating to its consulting arrangement.
Exploration expenses increased from $272,945 for the nine months
ended March 31, 1994, to $853,143 for the nine month period ended
March 31, 1995, primarily due to drilling related activity at Long
Valley and Buckhorn South, and for exploration on the Union Pacific
ground.
Lease maintenance and holding costs increased from $102,807 for the
nine months ended March 31, 1994 to $179,939 for the nine month
period ended March 31, 1995, primarily due to the addition of new
claims in Nevada and adjacent to Union Pacific lands, and holding
costs at Long Valley. These costs were partially offset by savings
from claims that were dropped.
17
Depreciation, depletion and amortization increased from $17,669 for
the nine months ended March 31, 1994 to $55,498 for the nine months
ended March 31, 1995, primarily due to depletion expense related to
the South Pipeline Project capped royalty.
Net interest income increased by $202,286 compared to the same
period last year, primarily due to increased funds available.
18
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three-
month period ended March 31, 1995.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ROYAL GOLD, INC.
(Registrant)
Date: May 11, 1995 By: /s/ Stanley Dempsey
-------------------
Stanley Dempsey
Chairman of the Board and
Chief Executive Officer
Date: May 11, 1995 By: /s/ Thomas A. Loucks
--------------------
Thomas A. Loucks
Treasurer
(chief financial officer)
20