|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||
1.OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS
Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals streams, royalties and similar interests. We seek to acquire existing stream and royalty interests or to finance projects that are in production or in the development stage in exchange for stream or royalty interests. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine at a price determined for the life of the transaction by the purchase agreement. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.
Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q. Operating results for the three and six months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. These interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission on August 11, 2016 (“Fiscal 2016 10-K”).
Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements. Reclassified amounts were not material to the financial statements.
Recently Issued Account Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) guidance to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation with actual forfeitures as they occur, as well as certain classifications on the statement of cash flows. The new guidance is effective for the Company’s fiscal year beginning July 1, 2017. Early adoption is permitted, as long as all of the amendments are adopted in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements and footnote disclosures.
In May 2014, the FASB issued ASU guidance for the recognition of revenue from contracts with customers. Subsequent to the issuance of this ASU guidance, the FASB issued additional related ASU’s on revenue recognition. The effective date and transition requirements for all of these ASU’s are the same. Specifically, the guidance under these ASU’s is to be applied using a full retrospective method or a modified retrospective method, as described in the guidance, and is effective for the Company’s fiscal year beginning July 1, 2018. The Company is currently evaluating the level of effort needed to implement the guidance, evaluating the provisions of each new guidance, and assessing their impact on the Company’s consolidated financial statements and disclosures, as well as which transitions method we intend to use.
|
|||
2.ACQUISITION
Acquisition of Additional Royalty Interests at Cortez
On September 19, 2016, Royal Gold, through its wholly-owned subsidiary, Denver Mining Finance Company, Inc., acquired a 3.75% Net Value Royalty (“NVR”) covering a significant area of Barrick Gold Corporation’s (“Barrick”) Cortez mine, including the Crossroads deposit, from a private party seller for total consideration of $70 million. Giving effect to this acquisition, Royal Gold’s interests at Cortez Crossroads comprise a 4.46% NVR and a 5% sliding-scale Gross Smelter Return (“GSR”) royalty at current gold prices. Royal Gold’s interests on production from the Pipeline and South Pipeline deposits as well as portions of the Gap deposit are comprised of a 4.85% NVR and a 5.71% GSR royalty at current gold prices.
The acquisition of the additional royalty interests at Cortez has been accounted for as an asset acquisition. The portion of the acquisition, plus direct transaction costs, attributable to the Pipeline and South Pipeline deposits as well as portions of the Gap deposit ($10.2 million) has been recorded as a production stage royalty interest while the portion of the acquisition attributable to the Crossroads deposit ($59.8 million) has been recorded as a development stage royalty interest. Both are included within Stream and royalty interests, net, on our consolidated balance sheets.
|
|||
3.STREAM AND ROYALTY INTERESTS
The following tables summarize the Company’s royalty and stream interests as of December 31, 2016 and June 30, 2016.
|
|
|
|
|
Accumulated |
|
|
|
|||
|
As of December 31, 2016 (Amounts in thousands): |
|
Cost |
|
Depletion |
|
Net |
|
|||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|||
|
Mount Milligan |
|
$ |
790,732 |
|
$ |
(94,136 |
) |
$ |
696,596 |
|
|
Pueblo Viejo |
|
610,404 |
|
(44,605 |
) |
565,799 |
|
|||
|
Andacollo |
|
388,182 |
|
(28,946 |
) |
359,236 |
|
|||
|
Wassa and Prestea |
|
136,475 |
|
(12,785 |
) |
123,690 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage stream interests |
|
1,925,793 |
|
(180,472 |
) |
1,745,321 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|||
|
Voisey’s Bay |
|
205,724 |
|
(85,671 |
) |
120,053 |
|
|||
|
Peñasquito |
|
99,172 |
|
(32,412 |
) |
66,760 |
|
|||
|
Holt |
|
34,612 |
|
(18,750 |
) |
15,862 |
|
|||
|
Cortez |
|
20,873 |
|
(10,379 |
) |
10,494 |
|
|||
|
Other |
|
483,643 |
|
(324,580 |
) |
159,063 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage royalty interests |
|
844,024 |
|
(471,792 |
) |
372,232 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage stream and royalty interests |
|
2,769,817 |
|
(652,264 |
) |
2,117,553 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Development stage stream interests: |
|
|
|
|
|
|
|
|||
|
Rainy River |
|
175,727 |
|
— |
|
175,727 |
|
|||
|
Other |
|
12,031 |
|
— |
|
12,031 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage stream interests |
|
187,758 |
|
— |
|
187,758 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|||
|
Pascua-Lama |
|
380,657 |
|
— |
|
380,657 |
|
|||
|
Cortez |
|
59,803 |
|
— |
|
59,803 |
|
|||
|
Other |
|
63,811 |
|
— |
|
63,811 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage royalty interests |
|
504,271 |
|
— |
|
504,271 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage stream and royalty interests |
|
692,029 |
|
— |
|
692,029 |
|
|||
|
Total exploration stage royalty interests |
|
151,746 |
|
— |
|
151,746 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total stream and royalty interests |
|
$ |
3,613,592 |
|
$ |
(652,264 |
) |
$ |
2,961,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2016 (Amounts in thousands): |
|
Cost |
|
Accumulated |
|
Impairments |
|
Net |
|
||||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|
|
||||
|
Mount Milligan |
|
$ |
783,046 |
|
$ |
(74,060 |
) |
$ |
— |
|
$ |
708,986 |
|
|
Pueblo Viejo |
|
610,404 |
|
(21,902 |
) |
— |
|
588,502 |
|
||||
|
Andacollo |
|
388,182 |
|
(18,286 |
) |
— |
|
369,896 |
|
||||
|
Wassa and Prestea |
|
96,413 |
|
(7,816 |
) |
— |
|
88,597 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage stream interests |
|
1,878,045 |
|
(122,064 |
) |
— |
|
1,755,981 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|
|
||||
|
Voisey’s Bay |
|
205,724 |
|
(85,671 |
) |
— |
|
120,053 |
|
||||
|
Peñasquito |
|
99,172 |
|
(29,898 |
) |
— |
|
69,274 |
|
||||
|
Holt |
|
34,612 |
|
(17,124 |
) |
— |
|
17,488 |
|
||||
|
Cortez |
|
10,630 |
|
(10,000 |
) |
— |
|
630 |
|
||||
|
Other |
|
531,735 |
|
(342,460 |
) |
(18,605 |
) |
170,670 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage royalty interests |
|
881,873 |
|
(485,153 |
) |
(18,605 |
) |
378,115 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage stream and royalty interests |
|
2,759,918 |
|
(607,217 |
) |
(18,605 |
) |
2,134,096 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Development stage stream interests: |
|
|
|
|
|
|
|
|
|
||||
|
Rainy River |
|
100,706 |
|
— |
|
— |
|
100,706 |
|
||||
|
Other |
|
87,883 |
|
(153 |
) |
(75,702 |
) |
12,028 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage stream interests |
|
188,589 |
|
(153 |
) |
(75,702 |
) |
112,734 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|
|
||||
|
Pascua-Lama |
|
380,657 |
|
— |
|
— |
|
380,657 |
|
||||
|
Other |
|
66,414 |
|
— |
|
— |
|
66,414 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage royalty interests |
|
447,071 |
|
— |
|
— |
|
447,071 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage stream and royalty interests |
|
635,660 |
|
(153 |
) |
(75,702 |
) |
559,805 |
|
||||
|
Total exploration stage royalty interests |
|
155,997 |
|
— |
|
(1,811 |
) |
154,186 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total stream and royalty interests |
|
$ |
3,551,575 |
|
$ |
(607,370 |
) |
$ |
(96,118 |
) |
$ |
2,848,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phoenix Gold
On December 20, 2016, the operator of the Phoenix Gold Project, Rubicon Minerals Corporation (“Rubicon”), announced a restructuring transaction under Canadian regulations. As part of the restructuring transaction, RGLD Gold AG’s (“RGLD Gold”) gold stream was terminated. As discussed further in our Fiscal 2016 10-K, the Company’s stream interest on the Phoenix Gold Project was written down to zero during the quarter ended March 31, 2016. In exchange for the termination of the gold stream, RGLD Gold received approximately three million common shares of Rubicon and three Net Smelter Return (“NSR”) royalties on properties owned by Rubicon, including a 1.0% NSR on the Phoenix Gold Project.
The fair value of the Rubicon common shares upon exchange was $3.4 million and is recorded within Other Assets on our consolidated balance sheets and is accounted for under our available-for-sale accounting policy, which is also discussed in our Fiscal 2016 10-K. The Company also recognized a corresponding gain on the fair value of the Rubicon common shares received upon exchange. The gain is recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss).
The Company did not recognize any value for the 1.0% NSR on the Phoenix Gold Project received upon exchange as our interest on the Phoenix Gold Project was previously fully impaired. No value was assigned to the other royalties received upon exchange as no mineralization is attributable to the area subject to the royalty interests at the time of the exchange.
Amendment to Mount Milligan
On October 20, 2016, Centerra Gold Inc. (“Centerra”) and Thompson Creek Metals Company Inc. (“Thompson Creek”) completed the Plan of Arrangement (the “Arrangement”) previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek. RGLD Gold’s streaming interest at Mount Milligan was amended (the “amendment”) concurrently with the closing of the Arrangement.
Under the terms of the amendment, RGLD Gold’s 52.25% gold stream at Mount Milligan was amended to a 35% gold stream and an 18.75% copper stream. RGLD Gold will continue to pay $435 per ounce of gold delivered and will pay 15% of the spot price per metric tonne of copper delivered. Mount Milligan gold in concentrate in transit prior to October 20, 2016, will be delivered to RGLD Gold under the current 52.25% stream. Under the terms of both the original and amended agreements, there is a maximum of five months between concentrate shipment and final settlement, and RGLD Gold expects to begin receiving gold and copper deliveries reflecting the amended stream agreement around March 2017. The Company incurred approximately $7.7 million in direct transaction costs associated with the amendment. These direct transaction costs have been capitalized as part of the Mount Milligan streaming interest within Stream and royalty interests, net on our consolidated balance sheets.
|
|||
4.DEBT
The Company’s non-current debt as of December 31, 2016 and June 30, 2016 consists of the following:
|
|
|
As of December 31, 2016 |
|
As of June 30, 2016 |
|
||||||||||||||||||||
|
|
|
Principal |
|
Unmortized |
|
Debt |
|
Total |
|
Principal |
|
Unmortized |
|
Debt |
|
Total |
|
||||||||
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
(Amounts in thousands) |
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Convertible notes due 2019 |
|
$ |
370,000 |
|
$ |
(31,194 |
) |
$ |
(3,295 |
) |
$ |
335,511 |
|
$ |
370,000 |
|
$ |
(36,943 |
) |
$ |
(3,934 |
) |
$ |
329,123 |
|
|
Revolving credit facility |
|
345,000 |
|
— |
|
(3,082 |
) |
341,918 |
|
275,000 |
|
— |
|
(3,438 |
) |
271,562 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total debt |
|
$ |
715,000 |
|
$ |
(31,194 |
) |
$ |
(6,377 |
) |
$ |
677,429 |
|
$ |
645,000 |
|
$ |
(36,943 |
) |
$ |
(7,372 |
) |
$ |
600,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Senior Notes Due 2019
In June 2012, the Company completed an offering of $370 million aggregate principal amount of 2.875% convertible senior notes due 2019 (“2019 Notes”). The 2019 Notes bear interest at the rate of 2.875% per annum, and the Company is required to make semi-annual interest payments on the outstanding principal balance of the 2019 Notes on June 15 and December 15 of each year, beginning December 15, 2012. The 2019 Notes mature on June 15, 2019. Interest expense recognized on the 2019 Notes for the three and six months ended December 31, 2016, was $5.9 million and $11.7 million, respectively, compared to $5.7 million and $11.3 million, respectively, for the three and six months ended December 31, 2015, and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.
Revolving credit facility
The Company maintains a $650 million revolving credit facility. The acquisition of additional royalty interests at Cortez discussed in Note 2 was funded from our revolving credit facility during the quarter ended September 30, 2016. As of December 31, 2016, the Company had $345 million outstanding and $305 million available under the revolving credit facility. Borrowings under the revolving credit facility bear interest at a floating rate of LIBOR plus a margin of 1.25% to 3.00%, based on Royal Gold’s defined leverage ratio. As of December 31, 2016, the interest rate on borrowings under the revolving credit facility was LIBOR plus 1.75% for an all-in rate of 2.63%. Royal Gold may repay borrowings under the revolving credit facility at any time without premium or penalty. Interest expense recognized on the revolving credit facility for the three and six months ended December 31, 2016, was $2.3 million and $4.3 million, respectively, compared to $2.5 million and $3.0 million, respectively, for the three and six months ended December 31, 2015, and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.
As discussed in Note 6 to the notes to consolidated financial statements in the Company’s Fiscal 2016 10-K, the Company has financial covenants associated with its revolving credit facility. At December 31, 2016, the Company was in compliance with each financial covenant.
|
|||
5.REVENUE
Revenue is comprised of the following:
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands) |
|
(Amounts in thousands) |
|
||||||||
|
Stream interests |
|
$ |
74,007 |
|
$ |
67,312 |
|
$ |
159,511 |
|
$ |
105,168 |
|
|
Royalty interests |
|
32,954 |
|
30,806 |
|
65,398 |
|
67,005 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total revenue |
|
$ |
106,961 |
|
$ |
98,118 |
|
$ |
224,909 |
|
$ |
172,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
6.STOCK-BASED COMPENSATION
The Company recognized stock-based compensation expense as follows:
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands) |
|
(Amounts in thousands) |
|
||||||||
|
Stock options |
|
$ |
95 |
|
$ |
115 |
|
$ |
203 |
|
$ |
224 |
|
|
Stock appreciation rights |
|
454 |
|
424 |
|
922 |
|
816 |
|
||||
|
Restricted stock |
|
829 |
|
774 |
|
2,203 |
|
2,144 |
|
||||
|
Performance stock |
|
921 |
|
(91 |
) |
3,115 |
|
2,265 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total stock-based compensation expense |
|
$ |
2,299 |
|
$ |
1,222 |
|
$ |
6,443 |
|
$ |
5,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense is included within General and administrative expense in the consolidated statements of operations and comprehensive income (loss).
During the three and six months ended December 31, 2016 and 2015, the Company granted the following stock-based compensation awards:
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
|
|
|
(Number of shares) |
|
(Number of shares) |
|
||||
|
Stock options |
|
— |
|
1,125 |
|
7,200 |
|
25,437 |
|
|
Stock appreciation rights |
|
— |
|
— |
|
63,340 |
|
97,817 |
|
|
Restricted stock |
|
— |
|
1,125 |
|
44,890 |
|
73,187 |
|
|
Performance stock |
|
— |
|
1,125 |
|
29,830 |
|
48,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity awards granted |
|
— |
|
3,375 |
|
145,260 |
|
244,863 |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards was as follows:
|
|
|
Unrecognized |
|
Weighted- |
|
|
|
Stock options |
|
$ |
519 |
|
1.8 |
|
|
Stock appreciation rights |
|
2,804 |
|
2.0 |
|
|
|
Restricted stock |
|
6,793 |
|
3.2 |
|
|
|
Performance stock |
|
2,772 |
|
1.5 |
|
|
|
|||
7.EARNINGS PER SHARE (“EPS”)
Basic earnings (loss) per common share were computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Company’s unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. The Company’s unexercised stock options, unexercised SSARs and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings (loss) used to determine basic earnings (loss) per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings (loss) per common share.
The following tables summarize the effects of dilutive securities on diluted EPS for the period:
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(in thousands, except per share data) |
|
(in thousands, except per share data) |
|
||||||||
|
Net income (loss) available to Royal Gold common stockholders |
|
$ |
28,062 |
|
$ |
15,114 |
|
$ |
57,850 |
|
$ |
(29,933 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for basic EPS |
|
65,149,518 |
|
65,073,678 |
|
65,133,102 |
|
65,061,059 |
|
||||
|
Effect of other dilutive securities |
|
103,691 |
|
48,066 |
|
131,035 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average shares for diluted EPS |
|
65,253,209 |
|
65,121,744 |
|
65,264,137 |
|
65,061,059 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic earnings (loss) per share |
|
$ |
0.43 |
|
$ |
0.23 |
|
$ |
0.89 |
|
$ |
(0.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
0.43 |
|
$ |
0.23 |
|
$ |
0.88 |
|
$ |
(0.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of weighted average shares includes all of our outstanding common stock. The Company intends to settle the principal amount of the 2019 Notes in cash. As a result, there will be no impact to diluted earnings per share unless the share price of the Company’s common stock exceeds the conversion price of $103.52.
|
|||
8.INCOME TAXES
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands, except rate) |
|
(Amounts in thousands, except rate) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income tax expense |
|
$ |
(5,044 |
) |
$ |
(4,740 |
) |
$ |
(12,232 |
) |
$ |
(63,917 |
) |
|
Effective tax rate |
|
15.7 |
% |
25.4 |
% |
18.5 |
% |
194.3 |
% |
||||
The lower effective tax rate for the three months ended December 31, 2016, is primarily due to lower discrete charges as compared to the three months ended December 31, 2015. The lower effective tax rate for the six months ended December 31, 2016, is primarily related to the discrete tax impacts attributable to the Company’s Andacollo transactions and the liquidation of our Chilean subsidiary in the prior year.
|
|||
9.SEGMENT INFORMATION
The Company manages its business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Royal Gold’s long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table:
|
|
|
As of December 31, 2016 |
|
As of June 30, 2016 |
|
||||||||||||||
|
|
|
Stream |
|
Royalty |
|
Total stream |
|
Stream |
|
Royalty |
|
Total stream and |
|
||||||
|
Canada |
|
$ |
872,322 |
|
$ |
224,590 |
|
$ |
1,096,912 |
|
$ |
809,692 |
|
$ |
228,566 |
|
$ |
1,038,258 |
|
|
Dominican Republic |
|
565,799 |
|
— |
|
565,799 |
|
588,502 |
|
— |
|
588,502 |
|
||||||
|
Chile |
|
359,236 |
|
453,492 |
|
812,728 |
|
369,896 |
|
453,629 |
|
823,525 |
|
||||||
|
Mexico |
|
— |
|
112,020 |
|
112,020 |
|
— |
|
118,899 |
|
118,899 |
|
||||||
|
United States |
|
— |
|
169,018 |
|
169,018 |
|
— |
|
102,385 |
|
102,385 |
|
||||||
|
Africa |
|
123,690 |
|
634 |
|
124,324 |
|
88,596 |
|
697 |
|
89,293 |
|
||||||
|
Australia |
|
— |
|
39,789 |
|
39,789 |
|
— |
|
42,547 |
|
42,547 |
|
||||||
|
Other |
|
12,032 |
|
28,706 |
|
40,738 |
|
12,029 |
|
32,649 |
|
44,678 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total |
|
$ |
1,933,079 |
|
$ |
1,028,249 |
|
$ |
2,961,328 |
|
$ |
1,868,715 |
|
$ |
979,372 |
|
$ |
2,848,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company’s revenue, cost of sales and net revenue by reportable segment for the three and six months ended December 31, 2016 and 2015, is geographically distributed as shown in the following table:
|
|
|
Three Months Ended December 31, 2016 |
|
Three Months Ended December 31, 2015 |
|
||||||||||||||
|
|
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
||||||
|
Streams: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Canada |
|
$ |
31,664 |
|
$ |
11,181 |
|
$ |
20,483 |
|
$ |
42,418 |
|
$ |
16,860 |
|
$ |
25,558 |
|
|
Chile |
|
10,985 |
|
1,746 |
|
9,239 |
|
5,718 |
|
892 |
|
4,826 |
|
||||||
|
Dominican Republic |
|
26,437 |
|
8,547 |
|
17,890 |
|
9,400 |
|
2,832 |
|
6,568 |
|
||||||
|
Africa |
|
4,921 |
|
1,028 |
|
3,893 |
|
9,776 |
|
1,988 |
|
7,788 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total streams |
|
$ |
74,007 |
|
$ |
22,502 |
|
$ |
51,505 |
|
$ |
67,312 |
|
$ |
22,572 |
|
$ |
44,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Royalties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Mexico |
|
$ |
11,530 |
|
$ |
— |
|
$ |
11,530 |
|
$ |
10,287 |
|
$ |
— |
|
$ |
10,287 |
|
|
United States |
|
9,407 |
|
— |
|
9,407 |
|
8,484 |
|
— |
|
8,484 |
|
||||||
|
Canada |
|
5,682 |
|
— |
|
5,682 |
|
7,206 |
|
— |
|
7,206 |
|
||||||
|
Australia |
|
3,230 |
|
— |
|
3,230 |
|
2,325 |
|
— |
|
2,325 |
|
||||||
|
Africa |
|
764 |
|
— |
|
764 |
|
474 |
|
— |
|
474 |
|
||||||
|
Other |
|
2,341 |
|
— |
|
2,341 |
|
2,030 |
|
— |
|
2,030 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total royalties |
|
$ |
32,954 |
|
$ |
— |
|
$ |
32,954 |
|
$ |
30,806 |
|
$ |
— |
|
$ |
30,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total streams and royalties |
|
$ |
106,961 |
|
$ |
22,502 |
|
$ |
84,459 |
|
$ |
98,118 |
|
$ |
22,572 |
|
$ |
75,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2016 |
|
Six Months Ended December 31, 2015 |
|
||||||||||||||
|
|
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
||||||
|
Streams: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Canada |
|
$ |
70,050 |
|
$ |
23,758 |
|
$ |
46,292 |
|
$ |
65,935 |
|
$ |
25,988 |
|
$ |
39,947 |
|
|
Chile |
|
31,154 |
|
4,744 |
|
26,410 |
|
16,433 |
|
2,496 |
|
13,937 |
|
||||||
|
Dominican Republic |
|
47,387 |
|
14,443 |
|
32,944 |
|
9,400 |
|
2,832 |
|
6,568 |
|
||||||
|
Africa |
|
10,920 |
|
2,218 |
|
8,702 |
|
13,400 |
|
2,722 |
|
10,678 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total streams |
|
$ |
159,511 |
|
$ |
45,163 |
|
$ |
114,348 |
|
$ |
105,168 |
|
$ |
34,038 |
|
$ |
71,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Royalties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Mexico |
|
$ |
21,127 |
|
$ |
— |
|
$ |
21,127 |
|
$ |
21,092 |
|
$ |
— |
|
$ |
21,092 |
|
|
United States |
|
19,113 |
|
— |
|
19,113 |
|
18,697 |
|
— |
|
18,697 |
|
||||||
|
Chile |
|
950 |
|
— |
|
950 |
|
— |
|
— |
|
— |
|
||||||
|
Canada |
|
11,870 |
|
— |
|
11,870 |
|
17,607 |
|
— |
|
17,607 |
|
||||||
|
Australia |
|
6,692 |
|
— |
|
6,692 |
|
4,776 |
|
— |
|
4,776 |
|
||||||
|
Africa |
|
1,588 |
|
— |
|
1,588 |
|
731 |
|
— |
|
731 |
|
||||||
|
Other |
|
4,058 |
|
— |
|
4,058 |
|
4,102 |
|
— |
|
4,102 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total royalties |
|
$ |
65,398 |
|
$ |
— |
|
$ |
65,398 |
|
$ |
67,005 |
|
$ |
— |
|
$ |
67,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total royalties and streams |
|
$ |
224,909 |
|
$ |
45,163 |
|
$ |
179,746 |
|
$ |
172,173 |
|
$ |
34,038 |
|
$ |
138,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
10.FAIR VALUE MEASUREMENTS
FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1:Quoted prices for identical instruments in active markets;
Level 2:Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3:Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following table sets forth the Company’s financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.
|
|
|
At December 31, 2016 |
|
|||||||||||||
|
|
|
Carrying |
|
Fair Value |
|
|||||||||||
|
|
|
Amount |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|||||
|
Assets (In thousands): |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Marketable equity securities(1) |
|
$ |
4,176 |
|
$ |
4,176 |
|
$ |
4,176 |
|
$ |
— |
|
$ |
— |
|
|
Warrants(1) |
|
$ |
2,785 |
|
$ |
2,785 |
|
$ |
— |
|
$ |
2,785 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
$ |
6,961 |
|
$ |
4,176 |
|
$ |
2,785 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Liabilities (In thousands): |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Debt(2) |
|
$ |
415,806 |
|
$ |
393,865 |
|
$ |
393,865 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
$ |
393,865 |
|
$ |
393,865 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Included in Other assets on the Company’s consolidated balance sheets. |
|
(2) |
Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million, which is included within Additional paid-in capital on the Company's consolidated balance sheets. |
The Company’s marketable equity securities classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets. The fair value of the Level 1 marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company. The warrants classified within Level 2 of the fair value hierarchy are valued at each reporting period using the Black-Scholes model. The warrants are part of the term loan funded to Golden Star Resources Ltd. in July 2015 and have been classified as a financial asset instrument. Any change in the fair value of the warrants at subsequent reporting periods will be recorded within Interest and other income on our consolidated statements of operations and comprehensive income (loss). The Company’s debt classified within Level 1 of the fair value hierarchy is valued using quoted prices in an active market. The carrying value of the Company’s revolving credit facility (Note 4) approximates fair value as of December 31, 2016.
As of December 31, 2016, the Company also had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, intangible assets and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.
|
|||
11.COMMITMENTS AND CONTINGENCIES
Rainy River Gold and Silver Stream Acquisition
The Company’s final scheduled payment of $75.0 million as part of its Rainy River gold and silver stream acquisition was made in November 2016. The Company has no further upfront payments associated with the Rainy River gold and silver stream.
Wassa and Prestea Gold Stream Acquisition and Amendment
As of December 31, 2016, the Company had a remaining commitment, subject to certain conditions, of $10.0 million as part of its Wassa and Prestea gold stream acquisition (July 2015) and amendment (December 2015). On January 3, 2017, the Company made the final scheduled payment of $10.0 million. The Company has no remaining upfront payments associated with the Wassa and Prestea gold stream.
Ilovica Gold Stream Acquisition
As of December 31, 2016, the Company’s conditional funding schedule for $163.75 million related to its Ilovica gold stream acquisition made in October 2014 remains subject to certain conditions.
Voisey’s Bay
The Company indirectly owns a royalty on the Voisey’s Bay mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited (“VNL”). The royalty is directly owned by the Labrador Nickel Royalty Limited Partnership (“LNRLP”), in which the Company’s wholly-owned indirect subsidiary, Voisey’s Bay Holding Corporation, is the general partner and 90% owner. The remaining 10% interest in LNRLP is owned by Altius Royalty Corporation, a company unrelated to Royal Gold.
On December 5, 2014, LNRLP filed amendments to its October 16, 2009 Statement of Claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited, now known as Vale Canada Limited (“Vale Canada”) and its wholly-owned subsidiaries, Vale Inco Atlantic Sales Limited and VNL, related to calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey’s Bay mine. LNRLP asserts that the defendants have incorrectly calculated the NSR since production at Voisey’s Bay began in late 2005, have indicated an intention to calculate the NSR in a manner LNRLP believes will violate the royalty agreement as Voisey’s Bay concentrates are processed at Vale’s new Long Harbour processing facility, and have breached their contractual duties of good faith and honest performance in several ways. LNRLP requests an order in respect of the correct calculation of future payments, and unspecified damages for non-payment and underpayment of past royalties to the date of the claim, together with additional damages until the date of trial, interest, costs and other damages. The litigation is in the discovery phase.
|
|||
Recently Issued Account Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) guidance to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation with actual forfeitures as they occur, as well as certain classifications on the statement of cash flows. The new guidance is effective for the Company’s fiscal year beginning July 1, 2017. Early adoption is permitted, as long as all of the amendments are adopted in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements and footnote disclosures.
In May 2014, the FASB issued ASU guidance for the recognition of revenue from contracts with customers. Subsequent to the issuance of this ASU guidance, the FASB issued additional related ASU’s on revenue recognition. The effective date and transition requirements for all of these ASU’s are the same. Specifically, the guidance under these ASU’s is to be applied using a full retrospective method or a modified retrospective method, as described in the guidance, and is effective for the Company’s fiscal year beginning July 1, 2018. The Company is currently evaluating the level of effort needed to implement the guidance, evaluating the provisions of each new guidance, and assessing their impact on the Company’s consolidated financial statements and disclosures, as well as which transitions method we intend to use.
|
|||
|
|
|
|
|
Accumulated |
|
|
|
|||
|
As of December 31, 2016 (Amounts in thousands): |
|
Cost |
|
Depletion |
|
Net |
|
|||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|||
|
Mount Milligan |
|
$ |
790,732 |
|
$ |
(94,136 |
) |
$ |
696,596 |
|
|
Pueblo Viejo |
|
610,404 |
|
(44,605 |
) |
565,799 |
|
|||
|
Andacollo |
|
388,182 |
|
(28,946 |
) |
359,236 |
|
|||
|
Wassa and Prestea |
|
136,475 |
|
(12,785 |
) |
123,690 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage stream interests |
|
1,925,793 |
|
(180,472 |
) |
1,745,321 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|||
|
Voisey’s Bay |
|
205,724 |
|
(85,671 |
) |
120,053 |
|
|||
|
Peñasquito |
|
99,172 |
|
(32,412 |
) |
66,760 |
|
|||
|
Holt |
|
34,612 |
|
(18,750 |
) |
15,862 |
|
|||
|
Cortez |
|
20,873 |
|
(10,379 |
) |
10,494 |
|
|||
|
Other |
|
483,643 |
|
(324,580 |
) |
159,063 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage royalty interests |
|
844,024 |
|
(471,792 |
) |
372,232 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total production stage stream and royalty interests |
|
2,769,817 |
|
(652,264 |
) |
2,117,553 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Development stage stream interests: |
|
|
|
|
|
|
|
|||
|
Rainy River |
|
175,727 |
|
— |
|
175,727 |
|
|||
|
Other |
|
12,031 |
|
— |
|
12,031 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage stream interests |
|
187,758 |
|
— |
|
187,758 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|||
|
Pascua-Lama |
|
380,657 |
|
— |
|
380,657 |
|
|||
|
Cortez |
|
59,803 |
|
— |
|
59,803 |
|
|||
|
Other |
|
63,811 |
|
— |
|
63,811 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage royalty interests |
|
504,271 |
|
— |
|
504,271 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total development stage stream and royalty interests |
|
692,029 |
|
— |
|
692,029 |
|
|||
|
Total exploration stage royalty interests |
|
151,746 |
|
— |
|
151,746 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total stream and royalty interests |
|
$ |
3,613,592 |
|
$ |
(652,264 |
) |
$ |
2,961,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2016 (Amounts in thousands): |
|
Cost |
|
Accumulated |
|
Impairments |
|
Net |
|
||||
|
Production stage stream interests: |
|
|
|
|
|
|
|
|
|
||||
|
Mount Milligan |
|
$ |
783,046 |
|
$ |
(74,060 |
) |
$ |
— |
|
$ |
708,986 |
|
|
Pueblo Viejo |
|
610,404 |
|
(21,902 |
) |
— |
|
588,502 |
|
||||
|
Andacollo |
|
388,182 |
|
(18,286 |
) |
— |
|
369,896 |
|
||||
|
Wassa and Prestea |
|
96,413 |
|
(7,816 |
) |
— |
|
88,597 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage stream interests |
|
1,878,045 |
|
(122,064 |
) |
— |
|
1,755,981 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Production stage royalty interests: |
|
|
|
|
|
|
|
|
|
||||
|
Voisey’s Bay |
|
205,724 |
|
(85,671 |
) |
— |
|
120,053 |
|
||||
|
Peñasquito |
|
99,172 |
|
(29,898 |
) |
— |
|
69,274 |
|
||||
|
Holt |
|
34,612 |
|
(17,124 |
) |
— |
|
17,488 |
|
||||
|
Cortez |
|
10,630 |
|
(10,000 |
) |
— |
|
630 |
|
||||
|
Other |
|
531,735 |
|
(342,460 |
) |
(18,605 |
) |
170,670 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage royalty interests |
|
881,873 |
|
(485,153 |
) |
(18,605 |
) |
378,115 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total production stage stream and royalty interests |
|
2,759,918 |
|
(607,217 |
) |
(18,605 |
) |
2,134,096 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Development stage stream interests: |
|
|
|
|
|
|
|
|
|
||||
|
Rainy River |
|
100,706 |
|
— |
|
— |
|
100,706 |
|
||||
|
Other |
|
87,883 |
|
(153 |
) |
(75,702 |
) |
12,028 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage stream interests |
|
188,589 |
|
(153 |
) |
(75,702 |
) |
112,734 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Development stage royalty interests: |
|
|
|
|
|
|
|
|
|
||||
|
Pascua-Lama |
|
380,657 |
|
— |
|
— |
|
380,657 |
|
||||
|
Other |
|
66,414 |
|
— |
|
— |
|
66,414 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage royalty interests |
|
447,071 |
|
— |
|
— |
|
447,071 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total development stage stream and royalty interests |
|
635,660 |
|
(153 |
) |
(75,702 |
) |
559,805 |
|
||||
|
Total exploration stage royalty interests |
|
155,997 |
|
— |
|
(1,811 |
) |
154,186 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total stream and royalty interests |
|
$ |
3,551,575 |
|
$ |
(607,370 |
) |
$ |
(96,118 |
) |
$ |
2,848,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
As of December 31, 2016 |
|
As of June 30, 2016 |
|
||||||||||||||||||||
|
|
|
Principal |
|
Unmortized |
|
Debt |
|
Total |
|
Principal |
|
Unmortized |
|
Debt |
|
Total |
|
||||||||
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
(Amounts in thousands) |
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Convertible notes due 2019 |
|
$ |
370,000 |
|
$ |
(31,194 |
) |
$ |
(3,295 |
) |
$ |
335,511 |
|
$ |
370,000 |
|
$ |
(36,943 |
) |
$ |
(3,934 |
) |
$ |
329,123 |
|
|
Revolving credit facility |
|
345,000 |
|
— |
|
(3,082 |
) |
341,918 |
|
275,000 |
|
— |
|
(3,438 |
) |
271,562 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total debt |
|
$ |
715,000 |
|
$ |
(31,194 |
) |
$ |
(6,377 |
) |
$ |
677,429 |
|
$ |
645,000 |
|
$ |
(36,943 |
) |
$ |
(7,372 |
) |
$ |
600,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands) |
|
(Amounts in thousands) |
|
||||||||
|
Stream interests |
|
$ |
74,007 |
|
$ |
67,312 |
|
$ |
159,511 |
|
$ |
105,168 |
|
|
Royalty interests |
|
32,954 |
|
30,806 |
|
65,398 |
|
67,005 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total revenue |
|
$ |
106,961 |
|
$ |
98,118 |
|
$ |
224,909 |
|
$ |
172,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands) |
|
(Amounts in thousands) |
|
||||||||
|
Stock options |
|
$ |
95 |
|
$ |
115 |
|
$ |
203 |
|
$ |
224 |
|
|
Stock appreciation rights |
|
454 |
|
424 |
|
922 |
|
816 |
|
||||
|
Restricted stock |
|
829 |
|
774 |
|
2,203 |
|
2,144 |
|
||||
|
Performance stock |
|
921 |
|
(91 |
) |
3,115 |
|
2,265 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total stock-based compensation expense |
|
$ |
2,299 |
|
$ |
1,222 |
|
$ |
6,443 |
|
$ |
5,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
|
|
|
(Number of shares) |
|
(Number of shares) |
|
||||
|
Stock options |
|
— |
|
1,125 |
|
7,200 |
|
25,437 |
|
|
Stock appreciation rights |
|
— |
|
— |
|
63,340 |
|
97,817 |
|
|
Restricted stock |
|
— |
|
1,125 |
|
44,890 |
|
73,187 |
|
|
Performance stock |
|
— |
|
1,125 |
|
29,830 |
|
48,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity awards granted |
|
— |
|
3,375 |
|
145,260 |
|
244,863 |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards was as follows:
|
|
|
Unrecognized |
|
Weighted- |
|
|
|
Stock options |
|
$ |
519 |
|
1.8 |
|
|
Stock appreciation rights |
|
2,804 |
|
2.0 |
|
|
|
Restricted stock |
|
6,793 |
|
3.2 |
|
|
|
Performance stock |
|
2,772 |
|
1.5 |
|
|
|
|||
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(in thousands, except per share data) |
|
(in thousands, except per share data) |
|
||||||||
|
Net income (loss) available to Royal Gold common stockholders |
|
$ |
28,062 |
|
$ |
15,114 |
|
$ |
57,850 |
|
$ |
(29,933 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for basic EPS |
|
65,149,518 |
|
65,073,678 |
|
65,133,102 |
|
65,061,059 |
|
||||
|
Effect of other dilutive securities |
|
103,691 |
|
48,066 |
|
131,035 |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average shares for diluted EPS |
|
65,253,209 |
|
65,121,744 |
|
65,264,137 |
|
65,061,059 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic earnings (loss) per share |
|
$ |
0.43 |
|
$ |
0.23 |
|
$ |
0.89 |
|
$ |
(0.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
0.43 |
|
$ |
0.23 |
|
$ |
0.88 |
|
$ |
(0.46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
|
|
|
(Amounts in thousands, except rate) |
|
(Amounts in thousands, except rate) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income tax expense |
|
$ |
(5,044 |
) |
$ |
(4,740 |
) |
$ |
(12,232 |
) |
$ |
(63,917 |
) |
|
Effective tax rate |
|
15.7 |
% |
25.4 |
% |
18.5 |
% |
194.3 |
% |
||||
|
|||
|
|
|
As of December 31, 2016 |
|
As of June 30, 2016 |
|
||||||||||||||
|
|
|
Stream |
|
Royalty |
|
Total stream |
|
Stream |
|
Royalty |
|
Total stream and |
|
||||||
|
Canada |
|
$ |
872,322 |
|
$ |
224,590 |
|
$ |
1,096,912 |
|
$ |
809,692 |
|
$ |
228,566 |
|
$ |
1,038,258 |
|
|
Dominican Republic |
|
565,799 |
|
— |
|
565,799 |
|
588,502 |
|
— |
|
588,502 |
|
||||||
|
Chile |
|
359,236 |
|
453,492 |
|
812,728 |
|
369,896 |
|
453,629 |
|
823,525 |
|
||||||
|
Mexico |
|
— |
|
112,020 |
|
112,020 |
|
— |
|
118,899 |
|
118,899 |
|
||||||
|
United States |
|
— |
|
169,018 |
|
169,018 |
|
— |
|
102,385 |
|
102,385 |
|
||||||
|
Africa |
|
123,690 |
|
634 |
|
124,324 |
|
88,596 |
|
697 |
|
89,293 |
|
||||||
|
Australia |
|
— |
|
39,789 |
|
39,789 |
|
— |
|
42,547 |
|
42,547 |
|
||||||
|
Other |
|
12,032 |
|
28,706 |
|
40,738 |
|
12,029 |
|
32,649 |
|
44,678 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total |
|
$ |
1,933,079 |
|
$ |
1,028,249 |
|
$ |
2,961,328 |
|
$ |
1,868,715 |
|
$ |
979,372 |
|
$ |
2,848,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2016 |
|
Three Months Ended December 31, 2015 |
|
||||||||||||||
|
|
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
||||||
|
Streams: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Canada |
|
$ |
31,664 |
|
$ |
11,181 |
|
$ |
20,483 |
|
$ |
42,418 |
|
$ |
16,860 |
|
$ |
25,558 |
|
|
Chile |
|
10,985 |
|
1,746 |
|
9,239 |
|
5,718 |
|
892 |
|
4,826 |
|
||||||
|
Dominican Republic |
|
26,437 |
|
8,547 |
|
17,890 |
|
9,400 |
|
2,832 |
|
6,568 |
|
||||||
|
Africa |
|
4,921 |
|
1,028 |
|
3,893 |
|
9,776 |
|
1,988 |
|
7,788 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total streams |
|
$ |
74,007 |
|
$ |
22,502 |
|
$ |
51,505 |
|
$ |
67,312 |
|
$ |
22,572 |
|
$ |
44,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Royalties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Mexico |
|
$ |
11,530 |
|
$ |
— |
|
$ |
11,530 |
|
$ |
10,287 |
|
$ |
— |
|
$ |
10,287 |
|
|
United States |
|
9,407 |
|
— |
|
9,407 |
|
8,484 |
|
— |
|
8,484 |
|
||||||
|
Canada |
|
5,682 |
|
— |
|
5,682 |
|
7,206 |
|
— |
|
7,206 |
|
||||||
|
Australia |
|
3,230 |
|
— |
|
3,230 |
|
2,325 |
|
— |
|
2,325 |
|
||||||
|
Africa |
|
764 |
|
— |
|
764 |
|
474 |
|
— |
|
474 |
|
||||||
|
Other |
|
2,341 |
|
— |
|
2,341 |
|
2,030 |
|
— |
|
2,030 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total royalties |
|
$ |
32,954 |
|
$ |
— |
|
$ |
32,954 |
|
$ |
30,806 |
|
$ |
— |
|
$ |
30,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total streams and royalties |
|
$ |
106,961 |
|
$ |
22,502 |
|
$ |
84,459 |
|
$ |
98,118 |
|
$ |
22,572 |
|
$ |
75,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2016 |
|
Six Months Ended December 31, 2015 |
|
||||||||||||||
|
|
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
Revenue |
|
Cost of sales |
|
Net revenue |
|
||||||
|
Streams: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Canada |
|
$ |
70,050 |
|
$ |
23,758 |
|
$ |
46,292 |
|
$ |
65,935 |
|
$ |
25,988 |
|
$ |
39,947 |
|
|
Chile |
|
31,154 |
|
4,744 |
|
26,410 |
|
16,433 |
|
2,496 |
|
13,937 |
|
||||||
|
Dominican Republic |
|
47,387 |
|
14,443 |
|
32,944 |
|
9,400 |
|
2,832 |
|
6,568 |
|
||||||
|
Africa |
|
10,920 |
|
2,218 |
|
8,702 |
|
13,400 |
|
2,722 |
|
10,678 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total streams |
|
$ |
159,511 |
|
$ |
45,163 |
|
$ |
114,348 |
|
$ |
105,168 |
|
$ |
34,038 |
|
$ |
71,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Royalties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Mexico |
|
$ |
21,127 |
|
$ |
— |
|
$ |
21,127 |
|
$ |
21,092 |
|
$ |
— |
|
$ |
21,092 |
|
|
United States |
|
19,113 |
|
— |
|
19,113 |
|
18,697 |
|
— |
|
18,697 |
|
||||||
|
Chile |
|
950 |
|
— |
|
950 |
|
— |
|
— |
|
— |
|
||||||
|
Canada |
|
11,870 |
|
— |
|
11,870 |
|
17,607 |
|
— |
|
17,607 |
|
||||||
|
Australia |
|
6,692 |
|
— |
|
6,692 |
|
4,776 |
|
— |
|
4,776 |
|
||||||
|
Africa |
|
1,588 |
|
— |
|
1,588 |
|
731 |
|
— |
|
731 |
|
||||||
|
Other |
|
4,058 |
|
— |
|
4,058 |
|
4,102 |
|
— |
|
4,102 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total royalties |
|
$ |
65,398 |
|
$ |
— |
|
$ |
65,398 |
|
$ |
67,005 |
|
$ |
— |
|
$ |
67,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total royalties and streams |
|
$ |
224,909 |
|
$ |
45,163 |
|
$ |
179,746 |
|
$ |
172,173 |
|
$ |
34,038 |
|
$ |
138,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
At December 31, 2016 |
|
|||||||||||||
|
|
|
Carrying |
|
Fair Value |
|
|||||||||||
|
|
|
Amount |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|||||
|
Assets (In thousands): |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Marketable equity securities(1) |
|
$ |
4,176 |
|
$ |
4,176 |
|
$ |
4,176 |
|
$ |
— |
|
$ |
— |
|
|
Warrants(1) |
|
$ |
2,785 |
|
$ |
2,785 |
|
$ |
— |
|
$ |
2,785 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
$ |
6,961 |
|
$ |
4,176 |
|
$ |
2,785 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Liabilities (In thousands): |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Debt(2) |
|
$ |
415,806 |
|
$ |
393,865 |
|
$ |
393,865 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
$ |
393,865 |
|
$ |
393,865 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Included in Other assets on the Company’s consolidated balance sheets. |
|
(2) |
Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million, which is included within Additional paid-in capital on the Company's consolidated balance sheets. |
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||