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 SEPTEMBER 30, 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 November 5, 1998 $.01 PAR VALUE 16,926,876 SHARES ROYAL GOLD, INC. INDEX PAGE PART I: FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets .................... 3-4 Consolidated Statements of Operations .......... 5 Consolidated Statements of Cash Flows .......... 6-7 Notes to Consolidated Financial Statements .................................... 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................... 14 PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ........ 18 SIGNATURES ....................................... 19 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. ROYAL GOLD, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS ------------------------------ September 30, June 30, 1998 1998 ------------------------------ Current Assets Cash and equivalents $ 7,631,772 $ 8,462,083 Marketable securities 4,010,632 3,007,505 Receivables Trade and other 299,286 516,186 Royalties receivable in gold 35,680 83,194 Inventory 152,295 69,101 Prepaid expenses and other 68,067 70,065 Deferred income tax benefit 0 0 ---------- ---------- Total current assets 12,197,732 12,208,134 ---------- ---------- Property and equipment, at cost Mineral properties 7,038,984 6,949,655 Furniture, equipment and improvements 685,287 681,073 ---------- ---------- 7,724,271 7,630,728 ---------- ---------- Less accumulated depreciation, depletion and amortization (1,147,265) (981,625) ---------- ---------- Net property and equipment 6,577,006 6,649,103 ---------- ---------- Other assets Noncurrent marketable securities 1,005,938 2,012,500 Other 67,767 57,567 ---------- ---------- $19,848,443 $20,927,304 ========== ========== 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 ------------------------------ September 30, June 30, 1998 1998 ------------------------------ Current Liabilities Accounts payable $ 807,995 $ 548,904 Taxes payable 0 45,280 Accrued liabilities Post retirement benefits 26,400 26,400 Accrued compensation 210,000 140,000 Other 9,183 10,190 ---------- ---------- Total current liabilities 1,053,577 770,774 ---------- ---------- Post retirement benefit liabilities 100,897 107,497 Commitments and contingencies (Notes 2, 3 and 8) Stockholders' equity Common stock, $.01 par value, authorized 40,000,000 shares; issued 17,091,602 and 17,069,602 shares, respectively 170,916 170,696 Additional paid-in capital 53,991,045 53,978,827 Accumulated deficit (34,608,534) (33,340,707) ---------- ---------- 19,553,427 20,808,816 Less treasury stock, at cost (164,726 and 143,726 shares, respectively) (859,458) (759,783) ---------- ---------- Total stockholders' equity 18,693,969 20,049,033 ---------- ---------- $19,848,443 $20,927,304 ========== ========== 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 September 30, ----------------------------- 1998 1997 ------------------------------ Royalty income $ 383,106 $ 1,764,532 Consulting revenues 3,000 13,400 Costs and expenses Costs of operations 60,741 142,975 General and administrative 371,997 365,256 Direct costs of consulting revenues 0 4,237 Exploration 902,467 529,928 Lease maintenance and holding costs 311,975 294,886 Depreciation and amortization 165,640 13,275 ---------- ---------- Total costs and expenses 1,812,820 1,350,557 ---------- ---------- Operating income (loss) (1,426,714) 427,375 Interest and other income 158,887 108,568 Gain (loss) on marketable securities 0 (31,886) ---------- ---------- Earnings (loss) $(1,267,827) $ 504,057 ========== ========== Basic earnings (loss) per share $ (0.07) $ 0.03 ---------- ---------- Basic weighted average shares outstanding 16,923,610 15,997,241 ========== ========== Diluted earnings (loss) per share $ (0.07) $ 0.03 ---------- ---------- Diluted weighted average shares outstanding 16,923,610 16,767,750 =========== ========== The accompanying notes are an integral part of these consolidated financial statements. 5 ROYAL GOLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the three months ended September 30, ------------------------------ 1998 1997 ------------------------------ Cash flows from operating activities Net income (loss) $(1,267,827) $ 504,057 ---------- ---------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 165,640 13,275 (Gain) loss on marketable securities 0 31,886 (Increase) decrease in: Trade and other receivables 216,900 (17,291) Marketable securities 3,435 (44,336) Royalties receivable in gold 47,514 290,595 Inventory (83,194) (2,516,701) Prepaid expenses and other 1,998 1,142,192 Increase (decrease) in: Accounts payable and accrued liabilities 282,803 (41,174) Post retirement liabilities (6,600) (6,600) ---------- ---------- Total adjustments 628,496 (1,148,154) ---------- ---------- Net cash (used in) operating activities (639,331) (644,097) ---------- ---------- (Continued) The accompanying notes are an integral part of these consolidated financial statements. 6 ROYAL GOLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) For the three months ended September 30, ------------------------------ 1998 1997 ------------------------------ Cash flows from investing activities Capital expenditures for property and equipment $ (93,543) $ (113,173) (Increase) decrease in other assets (10,200) (650,000) ---------- ---------- Net cash provided by (used in) investing activities (103,743) (763,173) ---------- ---------- Cash flows from financing activities: Purchase of common shares (99,675) 0 Proceeds from issuance of common stock 12,438 301,490 ---------- ---------- Net cash provided by (used in) financing activities (87,237) 301,490 ---------- ---------- Net increase (decrease) in cash and equivalents (830,311) (1,105,780) ---------- ---------- Cash and equivalents at beginning of period 8,462,083 3,333,298 ---------- ---------- Cash and equivalents at end of period $ 7,631,772 $ 2,227,518 ========== ========== The accompanying notes are an integral part of these consolidated financial statements 7 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, 1998. 1. PROPERTY AND EQUIPMENT Property and equipment consist of the following components at September 30, 1998, and June 30, 1998: September 30, June 30, 1998 1998 ------------ ---------- Mineral Properties: South Pipeline- Net Profits Interest $ 0 $ 0 Bald Mountain Royalty 2,217,483 2,369,353 Long Valley 4,175,562 4,086,233 Camp Bird 120,110 120,110 ---------- ---------- 6,513,155 6,575,696 Office furniture, equipment and improvements 63,851 73,407 ---------- ---------- Net property and equipment $ 6,577,006 $ 6,649,103 ========== ========== 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 The South Pipeline property is a claim block containing sediment- hosted gold deposits located in Lander County, Nevada. Pursuant 8 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 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. The Company anticipates that production from stockpiled and on-pad heap leach material from the Crescent Pit will continue through fiscal 1999. B. LONG VALLEY The Long Valley Property, in Mono County, California, is subject to an agreement between the Company's subsidiary, Royal Long Valley ("Royal Long Valley")and Standard Industrial Minerals, Inc. Pursuant to the agreement, Royal Long Valley 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 Royal Long Valley 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 amended in December 1997, and again in November 1998, as described below. On November 6, 1998, the Company announced that Royal Long Valley has secured a five-year extension of its option to acquire all of the interest of Standard Industrial Minerals, Inc. in the Long Valley gold project, Mono County, California. Under terms of the extension agreement, Royal Long Valley may acquire all of Standard Industrial's interest in the property, at any time prior to December 31, 2003, upon payment of $900,000, plus accrued interest at 6% per year. Royal Long Valley must pay Standard Industrial a minimum of $100,000 per year, over the five-year extension period, which is then credited against the option purchase amount. 9 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 ("nsr") 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. The Company purchased the royalty, effective January 1, 1998, for cash consideration of $2,250,000 and assumption of $218,312 in debt to the operator. One-half of each quarterly royalty payment is being withheld by the operator until this debt is paid in full. Bald Mountain is a heap leach operation and production may be affected by seasonal weather conditions. On October 30, 1998, the Company was allocated $197,429 relating to its 1.75% NSR share of production during the quarter ended September 30, 1998. Pursuant to an agreement with the operator, 50% of this allocation was retained by the operator as a credit against prior overpayments. The balance of the amount owed to the operator was $55,277 at September 30, 1998. D. CAMP BIRD At September 30, 1998, capitalized costs of $120,110 represent the Company's ownership of patented mining claims. Management believes that these claims have value for their mineral potential and for their real estate development potential. 2. INCOME TAXES At June 30, 1998, the Company had an estimated net operating loss carryforward for federal income tax purposes of approximately $22.8 million. If not used, the net operating loss carryforward will expire during the years 2001 through 2016. The Company has recorded a full valuation allowance due to the uncertainty of the timing of the revenue stream at South Pipeline. 10 3. ROYALTIES RECEIVABLE IN GOLD At September 30, 1998, 124 ounces of gold related to the September 30 quarterly production from the Crescent Pit is recorded as a receivable. This gold was received on November 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 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 September 30, 1998, the Company held 428 ounces of gold bullion in inventory, which was disposed of subsequent to quarter end. 5. EARNINGS PER SHARE COMPUTATION For the three months ended 9/30/98 Income Shares Per-Share (Numerator) (Denominator) Amount BASIC EPS Loss to common stockholders $ (1,267,827) 16,923,610 $ (0.07) Effect of dilutive securities ----------- ---------- ------ DILUTED EPS $ (1,267,827) 16,923,610 $ (0.07) =========== ========== ====== Options to purchase 587,520 shares of common stock at an average price of $0.34 per share were not included in the computation of diluted EPS because the Company experienced a net loss in the quarter and these options are anti-dilutive. Options to purchase 703,498 shares of common stock at an average price of $6.39 per share were outstanding at 11 September 30, 1998, but were not included in the computation of diluted EPS because the exercise price of these options was greater than the average market price of the common shares. For the three months ended 9/30/97 Income Shares Per-Share (Numerator) (Denominator) Amount BASIC EPS Income available to common stockholders $ 504,057 15,997,241 $ 0.03 Effect of dilutive securities Options 770,509 ----------- ---------- ------ DILUTED EPS $ 504,057 16,767,750 $ 0.03 =========== ========== ====== Options to purchase 123,848 shares of common stock at an average price of $9.28 per share were outstanding at September 30, 1997, but were not included in the computation of diluted EPS because the exercise price of these options 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. 7. 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 conjunction with 12 the financial statements and the notes included in the Company's audited consolidated financial statements as of June 30, 1998. 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 quarter ended September 30, 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. 13 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 acquisition of gold royalties and the successful exploration and subsequent development and operation by others of the Company's mineral properties. 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. YEAR 2000 IMPACT The Year 2000 issue relates to equipment which contains hardware and/or software programmed to read the year based on its last two digits. This equipment will not be able to differentiate between years at the turn of the century and, if this problem is left uncorrected, may result in malfunctions of the equipment. Throughout the Company, the use of computers is limited to Windows operating systems on personal computers linked to Local Area Networks. Software consists of standardized packages from major developers. The Year 2000 issue also relates to other office equipment, such as telephones, voice mail and the office security system. The Company is in the process of contacting all relevant vendors and manufacturers to determine whether any updates or replacements will be required. The cost of this project to date has not been material and the Company does not expect future costs of the project to be material. An entire system replacement of all computers and software would total approximately 14 $75,000. Many components have been certified as Year 2000 compliant. Those companies that provide banking, insurance and other administrative services to the Company are also being contacted for Year 2000 compliance. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1998, the Company had a working capital surplus of $11,144,175. Current assets were $12,197,732, compared to current liabilities of $1,053,557, for a current ratio of 12 to 1. This compares to current assets of $12,208,134, and current liabilities of $770,774, at June 30, 1998, resulting in a current ratio of 16 to 1. The Company's liquidity needs are generally being met from its available cash resources, royalty income, interest income, and the issuance of common stock. During the first quarter of fiscal 1999, the Company earned $185,680 in royalties from its net profits interest at South Pipeline and $197,429 on its royalty interest at Bald Mountain. The Company also earned $158,887 in interest income on its cash and marketable securities portfolio. This marketable securities portfolio consists of U.S. treasury notes with maturities of up to fifteen months, and has an adjusted cost basis of $5,016,570. During July 1998, the Company repurchased 21,000 common shares at a cost of $99,675. This repurchase was made in accordance with the Company's stock repurchase program announced on May 2, 1997. 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 continue at levels obtained from heap leach production in fiscal 1998. More extensive production from the South Pipeline deposit is expected to commence after environmental permitting is completed, which is expected in 1999. The Company anticipates total general and administrative expenses for fiscal 1999 to be approximately $2,000,000, of which $371,997 has been spent to date. The Company also anticipates expenditures for exploration and property holding costs to be approximately $2,000,000 of which $1,214,442 has been spent. Development expenditures at Long Valley are estimated at $400,000 (including the $100,000 net property payment due 15 in December 1998), of which $89,329 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. In August 1998, Placer Dome U.S. ("PDUS") advised Royal Gold that Cortez now forecasts an acceleration of the development and production of the South Pipeline deposit, because of the recent completion of its 1998 life of mine plan update, and because of its reassessment of how the South Pipeline ore should be processed. Cortez now believes approximately 80% of the South Pipeline ore will go to the heap leach pads, and approximately 20% of the ore will be processed in the Pipeline mill. Cortez' current mine plan anticipates that all required permits for the full-scale mining and processing of South Pipeline ore may be issued by mid-year 1999, and that pre-stripping operations will begin in 2001, with significant production from South Pipeline commencing in 2002. Although Royal Gold holds a passive interest in the South Pipeline project, it has, under its agreement with Cortez, certain rights to ensure that the development of the South Pipeline deposit is not discriminated against, even in the event that the operator has other more profitable opportunities in the area. The test for Cortez is what a prudent operator would do with respect to South Pipeline, without regard to other properties or facilities operated by Cortez in the vicinity. In order to fulfill this prudent operator test, Cortez executed a "stand alone" study that considers development of South Pipeline without regard to its Pipeline project. Royal Gold is reviewing Cortez' stand alone study, in comparison with its own stand alone analysis. The Company continues to have discussions with Cortez and PDUS regarding this issue and Cortez' mine planning for South Pipeline. On November 6, 1998, the Company announced that its subsidiary, Royal Long Valley, has secured a five-year extension of its option to acquire all of the interest of Standard Industrial Minerals, Inc. in the Long Valley gold project, Mono County, California. Under the terms of the extension agreement, Royal Long Valley may acquire all of Standard Industrial's interest in the property, at any time prior to December 31, 2003, upon payment of $900,000, plus accrued interest at 6% per year. Royal Long Valley must pay Standard Industrial a minimum of $100,000 per year, over the five-year extension period, which is then credited against the option purchase amount. 16 ROYAL GOLD, INC. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1998, COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 1997 For the quarter ended September 30, 1998, the Company reported a net loss of $1,267,827, or $0.07 per basic share, as compared to net income of $504,057, or $0.03 per basic share, for the quarter ended September 30, 1997. Royalty income for the current quarter of $383,106, decreased from $1,764,532 for the quarter ended September 30, 1997. The decrease is attributable to the completion of production from mill grade-ore at the Crescent Pit in fiscal 1998. Heap leach production from the Crescent Pit was $185,680 during the current quarter. The Company anticipates ongoing heap leach production through fiscal 1999. The Bald Mountain royalty generated $197,429 in royalty income during the quarter. General and administrative costs of $371,997 for the current quarter have remained flat compared with $365,256 for the quarter ended September 30, 1997. Exploration expenditures of $902,467 for the quarter ended September 30, 1998, increased from $529,928 for the quarter ended September 30, 1997, primarily related to exploration activity at the Milos Gold project, Greece and the Manhattan project in Nevada, offset by decreased exploration at Buckhorn South. Lease maintenance and holding costs increased from $294,886 for the quarter ended September 30, 1997, to $311,975 for the quarter ended September 30, 1998, due to claims fees paid at Alligator Ridge in Nevada, offset by decreased advance minimum royalties at Buckhorn South. Interest income increased from $108,568 for the quarter ended September 30, 1997, to $158,887 for the quarter ended September 30, 1998, primarily due to increased cash available for investment. 17 PART II: OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 18 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: November 15, 1998 By: /s/ Stanley Dempsey Stanley Dempsey Chairman of the Board and Chief Executive Officer Date: November 15, 1998 By: /s/ Thomas A. Loucks Thomas A. Loucks Treasurer (Chief Financial Officer)