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RGLD > SEC Filings for RGLD > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for ROYAL GOLD INC


6-Nov-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We recommend that you read this MD&A in conjunction with our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 ("Fiscal 2009 10-K").
This MD&A contains forward-looking information. You should review our important note about forward-looking statements following this MD&A.
We refer to "GSR," "NSR" and other types of royalty interests throughout this MD&A. These terms are defined in our Fiscal 2009 10-K. Overview
Royal Gold, together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties. Royalties are passive (non-operating) interests in mining projects that provide the right to revenue or production from the project after deducting specified costs, if any. We seek to acquire existing royalties or to finance projects that are in production or in development stage in exchange for royalty interests. We are engaged in a continual review of opportunities to acquire existing royalties, to create new royalties through the financing of mine development or exploration, or to acquire companies that hold royalties. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary discussions and involvement as a bidder in competitive auctions. The Company owns royalties on 21 producing properties, 12 development stage properties and over 80 exploration stage properties, of which the Company considers 25 to be evaluation stage projects. The Company uses "evaluation stage" to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. We do not conduct mining operations nor are we required to contribute to capital costs, exploration costs, environment costs or other mining costs on the properties in which we hold royalty interests. During the quarter ended September 30, 2009, we focused on the management of our existing royalty interests, the acquisition of royalty interests, and the creation of royalty interests through financing and strategic exploration alliances.
Our financial results are primarily tied to the prices of gold, silver, copper and other metals, as well as production from our producing stage royalty interests. Royalty revenue for the quarter ended September 30, 2009 was $26.1 million (which includes $0.4 million of non-controlling interest), compared to $16.1 million (which includes $0.2 million of non-controlling interest) for the quarter ended September 30, 2008. For the quarters ended September 30, 2009 and 2008, the price of gold averaged $960 and $872 per ounce, respectively, the price of silver averaged $14.69 and $15.09 per ounce, respectively, and the price of copper averaged $2.65 and $3.49 per pound, respectively. For the three months ended September 30, 2009, Royal Gold derived 86% of its total royalty revenue from gold royalties, 2% of its total royalty revenue from silver royalties, 7% of its total revenue from copper royalties and 5% of its total revenue from other metal royalties, compared to 69% of its total revenue


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from gold royalties, 3% of its total revenue from silver royalties and 28% of its total revenue from copper royalties for the three months ended September 30, 2008.
The increase in royalty revenue for the quarter ended September 30, 2009, compared with the quarter ended September 30, 2008, resulted primarily from production from the recently acquired Barrick royalty portfolio, an increase in production at Taparko and Peñasquito, and commencement of production at Dolores. These increases were partially offset by a decrease in production at Goldstrike and a decrease in copper prices and production at Robinson. Please refer to "Recent Developments, Property Developments" below within this MD&A for further discussion on recent developments regarding properties covered by certain of our royalty interests.
Principal Royalties
Our principal producing royalty interests are shown in the following table. The Company considers both historical and future potential revenues in determining which royalties in our portfolio are principal to our business. Estimated future potential royalty revenues from both producing and development properties are based on a number of factors, including reserves subject to our royalty interests, production estimates, feasibility studies, metal price assumptions, mine life, legal status and other factors and assumptions, any of which could change and could cause Royal Gold to conclude that one or more of such royalties are no longer principal to our business.
Please refer to our Fiscal 2009 10-K for further discussion on our principal producing royalty interests.

                                                                                                       Royalty
Mine              Location               Operator                                           (Gold unless otherwise stated)
Cortez            Nevada, USA            Barrick Gold Corporation ("Barrick")             GSR1: 0.40%-5.0% sliding-scale GSR
                                                                                          GSR2: 0.40%-5.0% sliding-scale GSR
                                                                                          GSR3: 0.71% GSR
                                                                                          NVR1: 0.39% NVR

Robinson          Nevada, USA            Quadra Mining Ltd. ("Quadra")                    3.0% NSR (copper, gold, silver,
                                                                                          molybdenum)

Leeville          Nevada, USA            Newmont Mining Corporation ("Newmont")           1.8% NSR

Goldstrike        Nevada, USA            Barrick                                          0.9% NSR

Peñasquito        Zacatecas, Mexico      Goldcorp Inc. ("Goldcorp")                       2.0% NSR (gold and silver)
(oxide)(1)

Mulatos(2)        Sonora, Mexico         Alamos Gold, Inc. ("Alamos")                     1.0%-5.0% sliding-scale NSR

Taparko(3)        Burkina Faso, West     High River Gold Mines Ltd. ("High River")        15% GSR (TB-GSR1) and a 0%-10%
                  Africa                                                                  sliding-scale GSR (TB-GSR2)

Siguiri(4)        Guinea, West Africa    AngloGold Ashanti ("Anglogold")                  0.0%-1.875% sliding-scale NSR

Dolores           Chihuahua, Mexico      Minefinders Corporation, Ltd. ("Minefinders")    1.25% NSR; 2.0% NSR (gold and
                                                                                          silver)

(1) The Peñasquito project consists of oxide and sulfide portions. The oxide portion of the deposit is currently in production. The sulfide portion is classified as development stage as shown below.

(2) The Mulatos royalty is capped at 2.0 million gold ounces of production. Approximately
462,000
cumulative
ounces of gold
have been
produced as of
September 30,
2009.

(3) TB-GSR1 will remain in effect until cumulative production of 804,420 ounces of gold is achieved or until cumulative payments of $35 million have been made to Royal Gold, whichever occurs first. TB-GSR2 will remain in effect until the termination of TB-GSR1. As of September 30, 2009, we have recognized approximately $14.8 million in royalty revenue associated with TB-GSR1, which is attributable to cumulative production of approximately 110,000 ounces of gold.

(4) The Siguiri royalty is subject to a dollar cap of approximately $12.0 million. As of September 30, 2009, approximately $6.5 million remains under the cap.


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Our principal development royalties are shown in the following table and are not yet in production. Please refer to our Fiscal 2009 10-K for further discussion on our principal development stage royalty interests.

                                                                        Royalty
Mine             Location      Operator                     (Gold unless otherwise stated)
Peñasquito       Zacatecas,    Goldcorp                    2.0% NSR (gold, silver, lead and
(sulfide) (1)    Mexico                                    zinc)

Pascua-Lama      Region        Barrick                     0.16%-1.08% sliding-scale NSR
                 III, Chile                                0.22% fixed rate royalty (copper)

Canadian         Quebec,       Osisko Mining               2.0%-3.0% sliding-scale NSR
Malartic(2)      Canada        Corporation ("Osisko")

Holt(3)          Ontario,      St Andrew Goldfields        0.00013 x quarterly average gold
                 Canada        Ltd. ("St Andrew")          price (NSR)

(1) On
October 13,
2009,
Goldcorp
announced
that its
first lead
and zinc
concentrates
were produced
from the
Peñasquito
mine. The
Peñasquito
mine will
produce both
lead and zinc
concentrates,
with most of
the gold and
silver
production
coming from
lead
concentrates.
Ongoing
concentrate
production is
planned
during the
remaining
commissioning
phase through
year-end
calendar
2009, with
the first
shipments to
smelters
planned for
later in
calendar
2009.

(2) The Canadian Malartic royalty is subject to a buy down right, which if exercised by Osisko would lower the sliding-scale NSR royalty to 1.0%-1.5%.

(3) Refer to "Recent Developments
- Property Developments" as discussed below within this MD&A for a further discussion on recent developments at Holt.

Operators' Production Estimates by Royalty for Calendar 2009 We received annual production estimates from the operators of our producing mines during the first calendar quarter of 2009. The following table shows such production estimates for our principal producing properties for calendar 2009 as well as the actual production reported to us by the various operators for the quarter ended September 30, 2009. The estimates and production reports are prepared by the operators of the mining properties. We do not participate in the preparation or calculation of the operators' estimates or production reports and have not independently assessed or verified the accuracy of such information.
Operators' Production Estimate by Royalty for Calendar 2009 and Reported Production Principal Producing Properties For the period January 1, 2009 through September 30, 2009

                           Calendar 2009 Operator's Production                           Reported Production through
                                       Estimate(1)                                          September 30, 2009(2)
                         Gold                  Silver           Copper              Gold              Silver           Copper
   Royalty               (oz.)                  (oz.)           (lbs.)             (oz.)               (oz.)           (lbs.)
Cortez GSR1                 345,296                   -             -                227,612                 -             -
Cortez GSR2                     614                   -             -                  9,478                 -             -
Cortez GSR3                 345,910                   -             -                237,090                 -             -
Cortez NVR1                  72,863                   -             -                123,252                 -             -
Robinson(3)                 100,000                   -      130 million              71,678                 -      79.8 million
Leeville                    426,212                   -             -                317,446                 -             -
Goldstrike                  440,879                   -             -                373,531                 -             -
Peñasquito(4)                70,000          2.3 million            -                 60,892        2.1 million            -
Mulatos(5)                  170,000                   -             -                134,485                 -             -
Dolores                     100,000          2.0 million            -                 55,684        0.7 million            -
Taparko                      76,000                   -             -                 65,833                 -             -
Siguiri                     300,000                   -             -                239,188                 -             -


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(1) There can be no assurance that production estimates received from our operators will be achieved. Please refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in

Part I,
Item 1A, of our Fiscal 2009 10-K for information regarding factors that could affect actual results.

(2) Reported production relates to the amount of metal sales, subject to our royalty interests, for the period January 1, 2009 through September 30, 2009, as reported to us by the operators of the mines.

(3) In August 2009, Quadra announced that annual production guidance for copper has been reduced to 130 million pounds of copper from 140 million pounds of copper due to its limited access to hypogene ore in the Veteran pit, which adversely affected blending capabilities. Gold production guidance was unchanged from Quadra's earlier estimate.

(4) Reported production estimate relates to the oxide circuit. The sulfide portion is classified as development stage.

(5) In August 2009, Alamos announced that estimated annual gold production has been increased to between 160,000 and 170,000 ounces from between 145,000 and 160,000 ounces. The increase in reported production was the result of higher than planned recoveries, which was due to operational improvements.

Recent Developments
Business Developments
Proposed Acquisition of Andacollo Production Interest On April 3, 2009, the Company entered into a definitive agreement ("Master Agreement") with a Chilean subsidiary of Teck Resources Limited ("Teck"), CDA, to acquire an interest in the gold produced from the sulfide portion of the Andacollo project in Chile (the "Andacollo Production Interest"). The purchase price for the Andacollo Production Interest consists of $217.9 million in cash and 1,204,136 of the Company's common shares.
The Andacollo Production Interest will equal 75% of the gold produced from the sulfide portion of the deposit at the Andacollo mine until 910,000 payable ounces of gold have been sold, and 50% of the gold produced in excess of 910,000 payable ounces of gold. The mine, located about 34 miles southeast of the city of La Serena, Chile, produces copper from the oxide portion of the deposit and Teck is currently constructing facilities to produce both copper and gold from the sulfide portion of the deposit. The Andacollo Production Interest will not cover copper production.
Proven and probable reserves, as estimated by the operator as of December 31, 2008, for the sulfide portion are 393.5 million tonnes (433.7 million tons) with a grade of 0.39% copper and 0.13 g/t (0.004 ozs/ton) gold. This equates to 1.6 million contained ounces of gold. Reserves were estimated using a copper price of $1.50 per pound and a gold price of $480 per ounce. Gold will be produced as a by-product of copper production, with a gold recovery rate estimated by the operator to be approximately 61%. Once the mine is in full production, the operator expects the mill to have a capacity of 55,000 tonnes (60,630 tons) per day. The operator estimates that the mine will produce on average approximately 53,000 ounces of gold and 76,000 tonnes (83,775 tons) of copper in concentrate annually for the first ten years of commercial production, with an estimated mine life of 20 years. The mine is estimated to begin initial production of gold in the fourth quarter of calendar 2009, with commercial production at the mine to be achieved in the first half of calendar year 2010, unless this schedule is delayed by challenges to previously granted permits relating to CDA's water supply, as announced by Teck on August 12, 2009. Royal Gold's obligation to close the Teck Transaction is subject to CDA's completion of concentrate marketing for a specified percentage of its concentrate production from the Andacollo mine, the condition that CDA's material government approvals are not withdrawn or challenged, and completion of certain limited due diligence satisfactory to Royal Gold, as well as other customary closing conditions. To accommodate the potential delay in the start-up of the sulfide milling operations, we have agreed to extend the outside closing date of the Teck Transaction. As such, either party may terminate the definitive agreement if the closing conditions are not met or waived by January 29, 2010.


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Please also see Part I, Item 1A, Risk Factors - Additional risks that Royal Gold may face as a result of the Teck Transaction are set forth below, in our Fiscal 2009 10-K for further discussion on potential risks associated with the Teck Transaction.
Property Developments
Taparko
The Taparko mine commenced gold production in August 2007 and has contributed approximately $23.9 million in royalty revenue (from TB-GSR1 and TB-GSR2) since production commenced. Reserve characteristics, mining activity, and gold recovery performance has been near feasibility study estimates. However, mill performance has suffered since start-up due to problems associated with the grinding mill drive-train. A new gear box to correct mill problems was installed in October 2008 and, coupled with subsequent modifications, appear to have largely remedied mill drive issues, but close monitoring of the mill drive train continues. Gold sales at Taparko for the three months ended September 30, 2009, and September 30, 2008 were approximately 25,000 ounces and 120 ounces, respectively. The increase in gold sales during the period was attributable to the improved mill availability.
Somita SA ("Somita"), a 90% owned subsidiary of High River and the operator of Taparko, is in breach of certain obligations under the Amended and Restated Funding Agreement dated February 22, 2006 (the "Funding Agreement") between Royal Gold, Inc. and Somita. Royal Gold has invested $35 million for the development of the Taparko mine under the Funding Agreement. As security for the Company's investment in Somita, two of High River's subsidiaries have pledged their equity interests in Somita and High River (West Africa) Ltd., the corporate parent of Somita. This pledge will remain in effect until certain production and performance standards have been attained at the Taparko mine. In addition, Royal Gold obtained as collateral a pledge of shares of certain equity investments in public companies held by High River. The market value of the pledged shares is approximately $43.2 million as of September 30, 2009. The Company's carrying value of its royalty interests at Taparko was approximately $20.8 million as of September 30, 2009. The pledge of High River's equity investment will remain in effect until project completion as provided in the construction contract between Somita and its construction contractor. Royal Gold has not agreed to forbear pursuing any of its remedies under the Funding Agreement or other agreements with High River and its affiliates. Peñasquito
On October 13, 2009, Goldcorp announced production of its first lead and zinc concentrates from the Peñasquito mine. The Peñasquito mine will produce both lead and zinc concentrates, with most of the gold and silver production coming from lead concentrates. Ongoing concentrate production is planned during the remaining commissioning phase through year-end calendar 2009, with the first shipments to smelters planned for later in calendar 2009. Goldcorp expects to attain commercial production in the first quarter of calendar 2010. In addition, Goldcorp reported that construction of the second sulfide process line is well underway and progressing toward planned completion in the third quarter of calendar 2010.
Holt
On October 1, 2008, as part of the Company's acquisition of a portfolio of royalties from Barrick, we acquired a royalty on a portion of the development stage Holloway-Holt mining project in Ontario, Canada, owned by St Andrew. St Andrew succeeded Newmont Canada Corporation ("Newmont Canada") as owner of the Holloway-Holt mining project in November 2006. By virtue of the Company's acquisition of Barrick's royalty portfolio, RGLD Gold Canada, Inc. ("RGLD Gold") succeeded Barrick as the royalty payee under the royalty agreement.


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On or about November 3, 2008, St Andrew filed an action in the Ontario Superior Court of Justice (the "Court") seeking, among other things, declarations by the Court that St Andrew's obligation in respect of the royalty is limited to only a portion of the total royalty payable, and that any additional royalty obligations under the royalty agreement remain the responsibility of Newmont Canada. Newmont Canada responded that St Andrew is responsible for all royalty obligations under the royalty agreement.
Royal Gold and RGLD Gold (collectively "Royal Gold") and Barrick were joined as necessary parties to the litigation in January 2009. Trial concerning calculation of the royalty and the party or parties responsible for paying it was held from January 30, 2009 to February 12, 2009. On July 23, 2009, the Court held that Royal Gold is entitled to payment from Newmont Canada of the full amount of the sliding-scale NSR royalty on gold produced from the Holt mine. The Court also held that St Andrew's sole obligation is to reimburse Newmont Canada for payment of the royalty up to a flat rate of 0.013% of the net smelter returns for gold, silver and other metals. On August 21, 2009, Newmont Canada appealed the Court's decision to the Court of Appeal of Ontario but did not name Royal Gold as a party to the appeal. Royal Gold filed a motion for an order of the Court of Appeal directing Newmont Canada to name Royal Gold as a party to the appellate proceedings.
The Holt royalty is classified as a development stage royalty interest and the Company does not currently receive revenue from the royalty. Troy
On October 13, 2009, the Company and Genesis Inc. ("Genesis"), a wholly-owned subsidiary of Revett Silver Company and the operator of the Troy mine, finalized a restructuring of the Company's 6.1% and 2.0% GSR royalties at the Troy mine into one perpetual 3.0% royalty. The restructured 3.0% perpetual royalty will commence on July 1, 2010, and applies to all production from the Troy mine in addition to an expanded area of interest in the vicinity of the mine. The Company paid Genesis approximately $1.5 million in consideration for the restructured royalty.
Also on October 13, 2009, Genesis satisfied its outstanding $1.5 million obligation due to the Company pursuant to our 7.0% GSR production payment royalty at the Troy mine. The 7.0% GSR production payment royalty was subject to a $10.5 million cap, which was met as of June 30, 2009. Upon receipt of payment of the $1.5 million obligation, the 7.0% GSR production payment royalty terminated.
Results of Operations
Quarter Ended September 30, 2009, Compared to Quarter Ended September 30, 2008 For the quarter ended September 30, 2009, we recorded net income attributable to Royal Gold stockholders of $7.1 million, or $0.18 per basic share and $0.17 per diluted share, as compared to net income attributable to Royal Gold stockholders of $5.7 million, or $0.17 per basic and diluted share, for the quarter ended September 30, 2008. The increase in our net income attributable to Royal Gold stockholders was primarily due to an increase in royalty revenue. The increase in our royalty revenue was partially offset by an increase in depreciation, depletion and amortization expense as further discussed below.
For the quarter ended September 30, 2009, we recognized total royalty revenue of $26.1 million (which includes $0.4 million of non-controlling interest), at an average gold price of $960 per ounce and an average copper price of $2.65 per pound, compared to royalty revenue of $16.1 million (which includes $0.2 million of non-controlling interest), at an average gold price of $872 per ounce and an average copper price of $3.49 per pound for the quarter ended September 30, 2008. The increase in royalty revenue for the quarter ended September 30, 2009, compared with the quarter ended September 30, 2008, resulted primarily from an increase in the average gold price, production from the recently acquired


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Barrick royalty portfolio, an increase in production at Taparko and Peñasquito, and commencement of production at Dolores. These increases were partially offset by a decrease in production at Goldstrike and decreases in copper prices and production at Robinson. Royalty revenue and the corresponding production, attributable to our royalty interests, for the quarter ended September 30, 2009 compared to the quarter ended September 30, 2008 is as follows:
Royalty Revenue and Production Subject to Our Royalty Interests Quarter Ended September 30, 2009 and 2008

(In thousands, except reported production ozs. and lbs.)

                                                               Three Months Ended                          Three Months Ended
                                                               September 30, 2009                          September 30, 2008
                                                       Royalty               Reported              Royalty               Reported
          Royalty                  Metal(s)            Revenue            Production(1)            Revenue            Production(1)
Taparko(2)                        Gold                $  5,966                 25,350  oz.        $     23                    117  oz.
Cortez                            Gold                $  5,827                 94,864  oz.        $  4,536                 60,676  oz.
Leeville                          Gold                $  2,317                133,821  oz.        $  1,674                106,828  oz.
. . .
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