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, 1998 COMMISSION FILE NUMBER 0-5664 ROYAL GOLD, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-0835164 ------------------------------- ------------------ (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 4, 1998 --------------------- ----------------- $.01 PAR VALUE 16,913,876 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 ................................... 17 PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K .............. 24 SIGNATURES ................................................ 25 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 planned levels of exploration and other expenditures, anticipated mine lives, timing of production and schedules for development. Factors that could cause actual results to differ materially include, among others, decisions and activities of Cortez regarding the Pipeline and South Pipeline deposits, unanticipated grade, geological, metallurgical, processing or other problems, conclusions of feasibility studies, changes in project parameters as plans continue to be refined, the timing of receipt of governmental permits, the failure of plant, equipment or processes to operate in accordance with specifications or expectations, results of current exploration activities, accidents, delays in start-up dates, environmental costs and risks, changes in gold prices, as well as other factors. 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. 2 ROYAL GOLD, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS March 31, June 30, 1998 1997 ------------ ------------ Current Assets Cash and equivalents $ 2,736,134 $ 3,333,298 Marketable securities 5,019,025 4,995,370 Receivables Trade and other 307,786 77,546 Royalties receivable in gold 10,434 2,542,975 Gold inventory 6,976,602 2,872,366 Prepaid expenses and other 88,049 599,091 Deferred income tax benefit 635,000 635,000 ------------ ------------ Total current assets 15,773,030 15,055,646 Property and equipment, at cost Mineral properties 6,921,668 4,070,390 Furniture, equipment and improvements 675,646 814,976 ------------ ------------ 7,597,314 4,885,366 Less accumulated depreciation, depletion and amortization (902,687) (982,950) ------------ ------------ Net property and equipment 6,694,627 3,902,416 Other assets 57,567 22,767 ------------ ------------ $ 22,525,224 $ 18,980,829 ============ ============ 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, 1998 1997 ------------ ------------ Current Liabilities Accounts payable $ 514,751 $ 961,059 Accrued liabilities Post retirement benefits 26,400 26,400 Other 79,248 126,455 ------------ ------------ Total current liabilities 620,399 1,113,914 Post retirement benefit liabilities 114,097 133,897 Commitments and contingencies (Note 6) Stockholders' equity Common stock, $.01 par value, authorized 40,000,000 shares; issued 17,032,602 and 15,877,202 shares, respectively 170,326 158,772 Additional paid-in capital 53,974,573 47,447,397 Accumulated deficit (31,632,788) (29,797,978) ------------ ------------ 22,512,111 17,808,191 Less treasury stock, at cost (135,726 and 15,026 shares, respectively) (721,383) (75,173) ------------ ------------ Total stockholders' equity 21,790,728 17,733,018 ------------ ------------ $22,525,224 $18,980,829 ============ ============ 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, -------------------------------- 1998 1997 ------------ ------------ Royalty income $ 128,509 $ 1,115,929 Gain (loss) on gold inventory 174,054 (105,425) Consulting revenues 5,940 3,000 Costs and expenses Costs of operations 112,925 107,689 General and administrative 430,493 375,650 Direct costs of consulting revenues 1,450 1,065 Exploration 368,136 282,830 Lease maintenance and holding costs 253,991 58,668 Depreciation and depletion 47,664 12,035 ------------ ------------ Total costs and expenses 1,214,659 837,937 Operating income (loss) (906,156) 175,567 Interest and other income 305,271 118,955 Gain (loss) on marketable securities 0 0 ------------ ------------ Net income (loss) $ (600,885) $ 290,907 ============ ============ Basic earnings (loss) per share $ (0.04) $ 0.02 ============ ============ Basic weighted average shares outstanding 16,875,109 15,688,623 Diluted earnings (loss) per share $ (0.04) $ 0.02 ============ ============ Diluted weighted average shares outstanding 16,875,109 16,802,161 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, -------------------------------- 1998 1997 ------------ ------------ Royalty income $ 2,007,373 $ 6,121,021 Gain (loss) on gold inventory (774,568) (500,248) Consulting revenues 28,291 15,585 Costs and expenses Costs of operations 324,893 447,696 General and administrative 1,209,478 1,167,336 Direct costs of consulting revenues 6,585 5,796 Exploration 1,474,960 1,041,625 Lease maintenance and holding costs 612,466 263,450 Depreciation and depletion 76,359 38,362 ------------ ------------ Total costs and expenses 3,704,741 2,964,265 ------------ ------------ Operating income (loss) (2,443,645) 2,672,093 Interest and other income 643,898 295,232 Gain (loss) on marketable securities (35,083) 4,197 ------------ ------------ Net income (loss) $ (1,834,830) $ 2,971,522 ============ ============ Basic earnings (loss) per share $ (0.11) $ 0.19 ============ ============ Basic weighted average shares outstanding 16,517,397 15,557,314 Diluted earnings (loss) per share $ (0.11) $ 0.18 ============ ============ Diluted weighted average shares outstanding 16,517,397 16,670,852 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, -------------------------------- 1998 1997 ------------ ------------ Cash flows from operating activities Net income (loss) $ (1,834,830) $ 2,971,522 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and depletion 76,359 38,362 Unrealized (gain) loss on marketable securities 35,083 (4,197) Unrealized (gain) loss on gold inventory 774,568 500,248 Noncash exploration expense 0 13,520 (Increase) decrease in: Trade and other receivables (230,240) 248,728 Marketable securities (58,738) 21,062 Royalties receivable in gold 2,532,541 626,580 Inventory (4,878,804) (1,292,493) Prepaid expenses and other 511,040 (317,142) Increase (decrease) in: Accounts payable and accrued liabilities (493,515) (72,507) Post retirement liabilities (19,800) (4,800) Total Adjustments (1,751,506) (242,639) ------------ ------------ Net cash provided by (used in) operating activities (3,586,336) 2,728,883 ------------ ------------ Cash flows from investing activities Capital expenditures for property and equipment (2,868,570) (1,825,180) (Increase) decrease in other assets (34,800) 0 ------------ ------------ Net cash provided by (used in) investing activities (2,903,370) (1,825,180) ------------ ------------ (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, -------------------------------- 1998 1997 ------------ ------------ Cash flows from financing activities Proceeds from issuance of common stock $ 6,538,752 $ 170,682 Purchases of common stock (646,210) 0 ------------ ------------ Net cash provided by (used in) financing activities 5,892,542 170,682 ------------ ------------ Net increase (decrease) in cash and equivalents (597,164) 1,074,385 Cash and equivalents at beginning of period 3,333,298 3,308,292 ------------ ------------ Cash and equivalents at end of period $ 2,736,134 $ 4,382,677 ============ ============ The accompanying notes are an integral part of these consolidated financial statements 8 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) For a more complete understanding of the business and operations of Royal Gold, Inc., please refer to the Report on Form 10-K of Royal Gold, Inc. for the annual period ended June 30, 1997. 1. PROPERTY AND EQUIPMENT Property and equipment consists of the following components at March 31, 1998, and June 30, 1997: March 31, June 30, 1998 1997 ------------ ------------ Mineral Properties: South Pipeline- Net Profits Interest $ - $ - Bald Mountain Royalty 2,434,908 - Long Valley 4,058,246 3,675,281 Camp Bird 120,110 120,110 ------------ ------------ 6,613,264 3,795,391 Office furniture, equipment and improvements 81,363 107,025 ------------ ------------ Net property and equipment $ 6,694,627 $ 3,902,416 ============ ============ As discussed in the following paragraphs, activity is being conducted on substantially all of the Company's mineral properties. The recoverability of the carrying value of development projects is evaluated based upon estimated future net cash flows from each property using estimates of contained mineralization expected to be classified as proven and probable reserves upon completion of a feasibility study. Reductions in the carrying value of each property are recorded to the extent that the Company's carrying value in each property exceeds its estimated future discounted cash flows. 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 property is a claim block containing sediment-hosted gold deposits located in Lander County, Nevada. Pursuant to an agreement dated September 18, 1992, the Company holds a 20% net profits interest in this project. Cortez Gold Mines ("Cortez") is the project operator. Heap leach production is continuing 9 on stockpiled material from the Crescent Pit portion of the project. The remainder of the South Pipeline project contains the principal reserves and is currently being permitted. Cortez is also exploring for additional mineralization on project ground. Cortez began mining at the Crescent Pit, which is located on a small portion of the South Pipeline property, in June 1994. In September 1994, sufficient quantities of mill-grade oxide ore had been accumulated to start processing and gold production. Production of heap leach material from the Crescent Pit began in August 1995. This heap leach material consists of oxide ore averaging 0.022 ounces per ton. All Crescent Pit mill-grade ore was processed by June 30, 1997, except for work in process material. The net profits for this production were recorded in the first quarter of fiscal 1998 and resulted in revenues of $1,608,856. Additionally, the Company's net profits interest on heap leach material at the Crescent Pit resulted in revenues of $355,093 for the first nine months of fiscal 1998. The Company anticipates that production from stockpiled and on-pad heap leach material from the Crescent Pit will continue through calendar 1998. B. LONG VALLEY The Long Valley Property, in Mono County, California, is subject to an agreement between the Company and Standard Industrial Minerals, Inc. Pursuant to the agreement, the Company was entitled, through December 31, 1997, to acquire Standard Industrial Minerals' interest in the property, upon payment of $1,000,000. The Option Agreement, which was terminable by the Company at any time, involved four annual option consideration payments which totaled $125,000. Up to $100,000 of the payments (namely, the payments that were made in 1995 and 1996) are creditable against the option exercise amount. This agreement was extended through December 31, 1998, as described below. In August 1997, the Company entered into an agreement with Amax Gold Inc. This agreement provided that Amax 10 Gold had an option, exercisable through December 31, 1997, to enter into a lease and become responsible for further exploration, permitting, and development of Long Valley, and for construction and operation of any mine that may be developed. Amax Gold could terminate the agreement at any time, but would thereby relinquish any interest in the property. Upon execution of this agreement with Amax Gold, the Company received a payment of $150,000. The Company maintained the obligation to pay Standard Industrial Minerals the $900,000 net property purchase price due in December 1997 if Amax exercised its option on the property. In November 1997, Amax Gold Inc. terminated its option to explore the Long Valley property. In November 1997, the Company announced an increase in the reserve estimate for Long Valley. Based on Royal Gold's drilling results through August 1997, Long Valley contains proven and probable reserves, at a gold price of $350 per ounce, of approximately 39.1 million tons, averaging 0.018 ounces of gold per ton ("opt") (at a cut-off grade of 0.008 opt). The reserves are contained within a mineralized deposit that includes approximately 47.0 million tons of oxidized material, averaging 0.018 opt (using a cut-off of 0.01 opt). In December 1997, Royal Gold announced that it had secured, for $100,000, a one-year extension of its option to acquire all of the interest of Standard Industrial Minerals, Inc. in the Long Valley Gold project. Under the terms of the extension of the option, Royal Gold is required to pay $900,000 to Standard Industrial Minerals, on or before December 31, 1998, or else it will forfeit the right to acquire all of Standard Industrial's interest in the Long Valley project. C. BALD MOUNTAIN On March 13, 1998, Royal Gold acquired, from private parties, a 50% undivided interest in a sliding-scale net smelter return royalty that burdens approximately 81% of the current reserves at the Bald Mountain Mine, White Pine County, Nevada. Bald Mountain is owned and operated by Placer Dome U.S. Inc. 11 The Company anticipates that the royalty interest will pay, on a 100% basis, at the level of 3.5% net smelter returns for the balance of the mine life at Bald Mountain, accordingly, the Company anticipates that its receipts from royalty-burdened production at Bald Mountain will be at the level of 1.75% net smelter returns. Incorporating all costs of acquisition, and certain prospective credits to the producer, which are required to offset historic excess payments, the Company has capitalized this royalty interest at $2,468,312. Bald Mountain is a heap leach operation, and production may be affected by seasonal weather conditions. On May 1, 1998, the Company was allocated $43,424 relating to its 1.75% NSR share of production during the quarter ended March 31, 1998; pursuant to an agreement with the operator, 50% of this allocation was retained by the operator as a credit against prior overpayments totaling $218,312. D. CAMP BIRD At March 31, 1998, capitalized costs of $120,000 represents the Company's ownership of patented mining claims. Management believes that these claims have value for their mineral potential and the real estate development potential. 2. INCOME TAXES At June 30, 1997, the Company had an estimated net operating loss carryforward for federal income tax purposes of approximately $25.6 million. If not used, the net operating loss carryforwards will expire during the years 2001 through 2011. Management has estimated that is more likely than not that the Company will have some net future taxable income within the net operating loss carryforward period and has established a $635,000 deferred tax asset. 12 3. ROYALTIES RECEIVABLE IN GOLD At March 31, 1998, thirty-five ounces of gold related to the March 31 quarterly production from the Crescent Pit is recorded as a receivable. This gold was received on May 1, 1998. Royal Gold has exposure for any changes in the gold price on this receivable between the end of the quarter and the time of receipt. 4. INVENTORY Gold inventory on the balance sheet consists of refined gold bullion held in uninsured accounts. This gold is leased by gold traders or stored by the Company's refiner in Utah. The inventory is carried at market value at the end of the period with unrealized gains or losses included in the results of operations for the period. At March 31, 1998, the Company held 23,115 ounces of gold bullion in inventory. The Company is exposed to the risk of declines in the gold price and will benefit from increases in the gold price. Substantially all of the Company's gold inventory was leased by gold traders at quarter end. During March 1998, the Company sold forward 5,000 ounces of gold at a price of $302 per ounce for delivery on May 29, 1998. During March 1998, the Company purchased put options at a strike price of $295 per ounce, expiring June 26, 1998, on 18,000 ounces of gold. 5. EARNINGS PER SHARE COMPUTATION For the nine months ended 3/31/98 Income Shares Per-Share (Numerator) (Denominator) Amount ------------ ---------- ------ BASIC EPS Income available to common stockholders $(1,834,830) 16,517,397 (0.11) Effect of dilutive securities 0 ------------ ---------- ------ DILUTED EPS $(1,834,830) 16,517,397 (0.11) 13 For the three months ended 3/31/98 Income Shares Per-Share (Numerator) (Denominator) Amount ------------ ---------- ------ BASIC EPS Income available to common stockholders $ (600,885) 16,875,109 (0.04) Effect of dilutive securities 0 ----------- ---------- ------ DILUTED EPS $ (600,885) 16,875,109 (0.04) Options to purchase 646,520 shares of common stock at an average price of $0.28 per share were not included in the computation of diluted EPS because the Company experienced a net loss in both the quarter and nine month periods and these options are anti-dilutive. Options to purchase 884,000 shares of common stock at an average price of $9.57 per share were outstanding at March 31, 1997, but were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares. For the nine months ended 3/31/97 Income Shares Per-Share (Numerator) (Denominator) Amount ------------ ---------- ------ BASIC EPS Income available to common stockholders $ 2,971,522 15,557,314 0.19 Effect of dilutive securities Options 875,150 Warrants 238,388 ------------ ---------- ------ DILUTED EPS $ 2,971,522 16,670,852 0.18 14 For the three months ended 3/31/97 Income Shares Per-Share (Numerator) (Denominator) Amount ------------ ---------- ------ BASIC EPS Income available to common stockholders $ 290,907 15,688,623 0.02 Effect of dilutive securities Options 875,150 Warrants 238,388 ------------ ---------- ------ DILUTED EPS $ 290,907 16,802,161 0.02 Options to purchase 204,000 shares of common stock at an average price of $14.13 per share were outstanding at March 31, 1997, but were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares. 6. CONTINGENCIES AND COMMITMENTS The operations and activities conducted on the properties in which 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. The Company is committed to pay 1/2 of the first year's $1.7 million expenditure at Milos, of which $375,000 has been spent. 7. GENERAL Certain information and footnote disclosures normally included in financial statements prepared in accordance with 15 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, 1997. 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, 1998, 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. 16 ROYAL GOLD, INC. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Royal Gold is engaged in the acquisition and management of gold royalty interests, and in the exploration, development, and sale of gold properties. The Company's primary business strategy is to create and acquire royalties and other carried ownership interests in gold mining properties through exploration and development activity (and subsequent transfer of the operating interest in the subject properties to other firms), and through the direct acquisition of such interests. 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. The Company has continued to explore its properties and anticipates continued exploration activities for the remainder of the year. The Company's long-term viability is ultimately dependent upon the acquisitions of gold royalties and the successful exploration and subsequent development and operation by others of the Company's mineral interests. It can be anticipated, because of the nature of the business, that exploration on many of these properties will prove unsuccessful and that the Company will terminate its interest in such properties. As significant results are generated at any such property, the Company will re-evaluate the property and may substantially increase or decrease the level of expenditures on that particular property. The profitability and reserves of the Company are affected by the prevailing gold price. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company had a working capital surplus of $15,152,631. Current assets were $15,773,030, compared to current liabilities of $620,399, for a current ratio of 25 to 1. This compares to current assets of $15,055,646, and current liabilities of $1,113,914, at June 30, 1997, resulting in a current ratio of 14 to 1. The Company's liquidity needs are generally being met from its available cash resources, royalty income, interest income, gold leasing income, and the issuance of common stock. During the first nine months of fiscal 1998, the Company earned $1,604,856 from mill-grade ore production at the Crescent Pit, $359,093 from heap leach production at the Crescent Pit, and $43,424 on its recently acquired royalty interest at Bald Mountain. The Company also earned $643,898 in interest income on its cash and marketable securities portfolio and from gold leasing during the nine month period. This marketable securities portfolio is invested in U.S. treasury notes with maturities of up to fifteen 17 months, has an adjusted cost basis of $5,013,621, and had a market value, at March 31, 1998, of $5,019,848. On October 20, 1997, the Company sold 800,000 shares of common stock, to an institutional investor in Canada, resulting in net proceeds of $6,200,000. The proceeds of this offering will be used to advance the Company's royalty acquisition program, exploration activities, and for general corporate purposes. During the first nine months of fiscal 1998, the Company repurchased 120,700 of its common shares at a cost of $646,210. This repurchase was made in accordance with the Company's stock repurchase program announced on May 2, 1997, in which the Board of Directors authorized the repurchase of up to $5 million of the Company's common stock, from time-to-time, in the open market or in privately negotiated transactions. Management believes its cash resources will be adequate to fund planned operations for the foreseeable future. The Company anticipates receiving $350,000 to $450,000 per year in revenues from its interest at Bald Mountain, assuming a constant gold price of $300 per ounce. This will contribute approximately $75,000 to earnings annually over the estimated mine life. Revenues from the Company's interest in the Crescent Pit will decrease versus production levels obtained in fiscal 1997. More extensive production from the South Pipeline deposit is expected to commence shortly after environmental permitting is completed, which is expected in 1999. Cortez is currently reviewing life of mine scenarios and, during the March 31, 1998 quarter, embarked on a new exploration program at South Pipeline that is budgeted at $3.345 million. The Company anticipates total general and administrative expenses for fiscal 1998 to be approximately $1,600,000, of which $1,209,478 has been spent to date. The Company also anticipates expenditures for exploration and property holding costs to be approximately $1,900,000 (revised from $1,400,000, due to exploration expenditures anticipated on the island of Milos), of which $1,474,960 has been spent. Development expenditures at Long Valley are estimated at $400,000 (revised from $1,200,000, principally due to the extension related to the $900,000 net property payment which was previously due in December 1997), of which $382,966 has been spent. Because of the seasonal nature of the Company's activities, development, exploration and holding costs are disproportionately incurred throughout the year. On a prospective basis these amounts could increase or decrease significantly, based on exploration results and decisions about releasing or acquiring additional properties, among other factors. On January 30, 1998, Placer Dome U.S. Inc. ("PDUS"), the 60% owner and operator of Cortez Gold Mines, notified the Company 18 that it has updated the reserves and mineralization at South Pipeline. Set forth below is a chart showing the reserves that have been defined at the South Pipeline property as of December 31, 1997: Proven and Probable Reserves (1) December 31, 1997 Average Tons Grade Contained (millions) (oz Au/ton) Oz Au (2) ---------- ----------- --------- South Pipeline Property Crescent Pit: Heap Leach Stockpile (3) 0.58 0.023 13,000 South Pipeline Deposit: Mill Grade Ore (3) 32.70 0.077 2,504,000 Heap Leach Ore (3) 33.89 0.019 654,000 (1) "Reserve" is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. "Proven (Measured) Reserves" are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and the grade is computed from the results of detailed sampling, and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that the size, shape, depth and mineral content of the reserves are well-established. "Probable (Indicated) Reserves" are reserves for which the quantity and grade are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance of probable (indicated) reserves, although lower than that for proven (measured) reserves, is high enough to assume geological continuity between points of observation. (2) Contained ounces shown are before an allowance for dilution of ore in the mining process. The assumed recovery rates are 86% for South Pipeline mill-grade ore, and 60% for heap leach material. (3) Amounts shown represent 100% of the reserves. The Company holds a 20% net profits interest in this property. 19 On March 17, 1998, the Company announced that it had acquired a 50% undivided interest in a sliding-scale, net smelter returns royalty that burdens approximately 81% of the current reserves at the Bald Mountain Mine, White Pine County, Nevada. Bald Mountain is an open pit, heap leach mine operated by Placer Dome U.S., Inc. The mine has been in production since 1984, and has a current projected mine life of approximately seven years, based on proven and probable reserves of 921,000 contained ounces, as of December 31, 1997, as reported by Placer Dome Inc. The Company acquired the interest for a cash payment of $2,250,000 and assumption of $218,312 in debt to the operator of the mine. On March 18, 1998, the Company announced that it had reached agreements with Athens-based Silver & Baryte Ores Mining Company S.A., and with an Australian investor group, to explore for and mine gold and other minerals in the public mine areas on the Greek island of Milos, and on other islands in the Cyclades chain, in the south Aegean Sea. Under the agreements, Royal Gold and the Australian investors will jointly fund not less than $5.0 million in exploration and development expense on the Milos project, over a period of three years, at a rate of at least $1.7 million per year, of which $375,000 has been expended. Royal Gold is the operator of the project. Royal Gold and the Australian investors may terminate their interest, vis a vis Silver & Baryte, at any time after $1.7 million has been expended. Upon completion of the $5.0 million in expenditures, Royal Gold and the Australian investors will have earned a 50% interest in Midas, S.A., and the parties will thereafter participate jointly in further exploration and development. Silver & Baryte may elect to maintain a 50% interest in Midas, S.A., or convert to a 20% net profits interest, or a 5% net smelter returns interest, in any mining project on Milos. 20 RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1998, COMPARED TO THE QUARTER ENDED MARCH 31, 1997 For the quarter ended March 31, 1998, the Company reported a net loss of $600,885 or $0.04 per share, as compared to net income of $290,907, or $0.02 per share, for the quarter ended March 31, 1997. Royalty income for the current quarter of $128,509, compared to $1,115,929 for the quarter ended March 31, 1997, primarily relates to Royal Gold's interest in the South Pipeline property. The decrease is attributable to the completion of mill-grade production at the Crescent Pit in fiscal 1997. Production in the current quarter is attributable to $85,085 of heap leach production from the Crescent Pit and royalty income of $43,424 on the recently acquired interest at Bald Mountain. Production at Bald Mountain is from heap leach operations and is therefore seasonal in nature, with the winter months producing less gold than the summer months. The Company anticipates modest heap leach production from the Crescent Pit through fiscal 1998. The gain on gold inventory relates to a $10.80 increase in gold price since December 31, 1997. The Company holds 23,198 ounces of gold inventory, which has some exposure to changes in the gold price. The Company has sold forward 5,000 ounces of gold at $302 per ounce for delivery on May 29, 1998, and has purchased put options, with a strike price of $295 per ounce, which expire June 26, 1998. Costs of operations increased to $112,925 for the quarter ended March 31, 1998, compared to $107,689 for the quarter ended December 31, 1996, primarily because of the increased analysis costs related to the South Pipeline stand alone study, offset by decreased costs associated with Nevada Net Proceeds Tax on the lower revenues from the Crescent Pit. General and administrative costs of $430,493 for the current quarter have increased from $375,650 for the quarter ended March 31, 1997, primarily because of increased expenditures incurred related to investor communications. Exploration expenditures of $368,136 for the quarter ended March 31, 1998, increased from $282,830 for the quarter ended March 31, 1997, primarily from exploration activity related to a new project in Nevada and the exploration on Milos Island. 21 Lease maintenance and holding costs increased from $58,668 for the quarter ended March 31, 1997, to $253,991 for the quarter ended March 31, 1998, due to increased advance minimum royalties in Nevada. Interest income increased from $118,955 for the quarter ended March 31, 1997, to $305,271 for the quarter ended March 31, 1998 primarily due to increased cash and gold available for investment. FOR THE NINE MONTHS MARCH 31, 1998, COMPARED TO THE NINE MONTHS ENDED MARCH 31, 1997 For the nine months ended March 31, 1998, the Company reported a net loss of $1,834,830, or $0.11 per share, as compared to earnings of $2,971,522, or $0.19 per share, for the nine months ended March 31, 1997. Year to date royalty income of $2,007,373, compared to $6,121,021 for the prior year, primarily relates to Royal Gold's interest in the South Pipeline property, from which the Company was receiving its 20% net profits interest for the nine months ended March 31, 1997. The decrease is attributable to the completion of mill- grade production at the Crescent Pit in fiscal 1997 versus the resulting production of in-process inventory in the first month of the current nine month period, heap leach production from the Crescent Pit and the newly acquired royalty at Bald Mountain. The increased loss on gold inventory relates to a $33.55 decline in gold price since September 30, 1997. The Company holds 23,198 ounces of gold inventory, which has some exposure to changes in the gold price. The Company has sold forward 5,000 ounces of gold at $302 per ounce for delivery on May 29, 1998, and has purchased $295 put options which expire June 26, 1998. Costs of operations decreased to $324,893 for the nine months ended March 31, 1998, compared to $447,696 for the nine months ended March 31, 1997, primarily because of the levy of Nevada Net Proceeds Tax on the lower revenues from the Crescent Pit offset by increased expenditures of analysis of various mining scenarios at South Pipeline. General and administrative costs of $1,209,478 for the nine months ended March 31, 1998 remained comparable with $1,167,336 for the nine months ended March 31, 1997. 22 Exploration expenditures of $1,474,960 for the nine months ended March 31, 1998, increased from $1,041,625 for the nine months ended March 31, 1997, primarily due to a higher level of exploration activity at five properties, including a new property in Nevada, the State Line Diamond District and exploration on the island of Milos, in Greece. Lease maintenance and holding costs increased from $263,450 for the nine months ended March 31, 1997, to $612,466 for the nine months ended March 31, 1998, due to the escalating holding costs at the Company's exploration properties and advance minimum royalties paid on a new property in Nevada. Interest and other income increased from $295,232 for the nine months ended March 31, 1997, to $643,898 for the nine months ended March 31, 1998, primarily due to the increased level of cash and gold available for investment. For a more complete understanding of the business and operations of Royal Gold, Inc., please refer to the Report on Form 10-K of Royal Gold, Inc. for the annual period ended June 30, 1997. 23 PART II: OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 24 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 15, 1998 By: /s/ Stanley Dempsey ------------------- Stanley Dempsey Chairman of the Board and Chief Executive Officer Date: May 15, 1998 By: /s/ Thomas A. Loucks -------------------- Thomas A. Loucks Treasurer (chief financial officer) 25