UNITED STATESSECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 for the period ended December 31, 2003
Commission File Number 0-5664
(a Delaware corporation)
Royal Gold, Inc.1660 Wynkoop Street, Suite 1000Denver, Colorado 80202-1132(303) 573-1660(Name, State of Incorporation, Address and Telephone Number)
I.R.S. Employer Identification Number 84-0835164
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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
TABLE OF CONTENTS
INDEX
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ITEM 1. FINANCIAL STATEMENTS
ASSETS
The accompanying notes are an integral part of these consolidated financial statements
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Consolidated Balance Sheets Continued (Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Consolidated Statements of Operations and Comprehensive Income (Unaudited)
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Consolidated Statements of Cash Flows (Unaudited)
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Consolidated Statements of Cash Flows Continued (Unaudited)
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Unless the context requires otherwise, references to “we,” “us,” “our,” or the “Company” are intended to mean Royal Gold, Inc. and its consolidated subsidiaries. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly, in all material respects, our financial results for the interim periods presented. For a more complete understanding of the business and operations of Royal Gold, Inc., please refer to our Annual Report on Form 10-K for the period ended June 30, 2003.
1. GENERAL
The unaudited consolidated financial statements as of December 31, 2003, and for the three and six months ended December 31, 2003 and 2002, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of financial position, results of operations, and cash flows on a basis consistent with that of the prior audited consolidated financial statements.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, it is suggested that these financial statements be read in connection with the audited consolidated financial statements and the notes included in our Annual Report on Form 10-K as of June 30, 2003.
We are engaged in the acquisition and management of precious metals royalties and in the exploration and development of precious metals properties.
We seek to acquire existing royalties or to finance projects that are in production or near production in exchange for royalty interests. We also explore and develop properties thought to contain precious metals and seek to obtain royalties and other carried ownership interests in such properties through the subsequent transfer of interests to other mining companies. Substantially all of our revenues are and can be expected to be derived from royalty interests. We do not conduct mining operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. STOCKHOLDERS’ EQUITY AND STOCK OPTION COMPENSATION
During the six months ended December 31, 2003, options to purchase 129,164 shares were exercised, resulting in proceeds of $738,177.
We measure compensation cost as prescribed by APB Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees. No compensation cost related to the granting of stock options has been recognized in the financial statements as the exercise price of all option grants was equal to the market price of the Company’s Common Stock at the date of grant. In October 1995, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (“SFAS 123”). SFAS 123 defines a “fair value” based method of accounting for employee options or similar equity instruments. Had compensation cost been determined under the provisions of SFAS 123, the following pro forma net income and per share amounts would have been recorded.
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3. ROYALTY INTERESTS IN MINERAL PROPERTIES
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Presented below is a discussion of the status of each of our royalty interests in mineral properties.
Pipeline Mining Complex
We own two sliding-scale gross smelter returns royalties (GSR1 and GSR2), a fixed gross royalty (GSR3), and a net value royalty (NVR1) over the Pipeline Mining Complex that includes the Pipeline and South Pipeline gold deposits in Lander County, Nevada.
The Pipeline Mining Complex is owned by the Cortez Joint Venture, a joint venture between Placer Cortez Inc. (60%), a subsidiary of Placer Dome Inc., and Kennecott Explorations (Australia) Ltd. (40%), a subsidiary of Rio Tinto.
Bald Mountain
We own a 1.75% to 3.5% sliding-scale net smelter returns, or NSR, royalty that burdens a portion of the Bald Mountain mine, in White Pine County, Nevada. Bald Mountain is an open pit, heap leach mine operated by Placer Dome U.S. Inc. The sliding-scale royalty increases or decreases with gold price, adjusted by the 1986 Producer Price Index. Our royalty rate would increase to 2% around a gold price of $500 per ounce. We also own a 2% NSR royalty on a number of properties in Santa Cruz Province, Argentina, including the Martha mine, which is operated by Coeur d’Alene Mines Corporation.
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SJ Claims
We own a 0.9% NSR on the SJ Claims that covers a portion of the Betze-Post open pit at the Goldstrike mine, in Eureka County, Nevada. The Goldstrike mine is operated by Barrick Gold Corporation.
Leeville Project
We own a 1.8% carried working interest, equal to a 1.8% NSR royalty, which covers the majority of the Leeville Project, in Eureka County, Nevada. The Leeville Project is an underground operation, currently under development by Newmont Mining Corporation. Newmont has announced its intention to initiate production at Leeville during the fourth quarter of calendar 2005. Current production on the Leeville Project ground is derived from underground production on the Carlin East deposit, also operated by Newmont.
Martha Mine
We own a 2% NSR royalty on the Martha mine located in Argentina, operated by Coeur d’Alene Mining Corporation.
4. AVAILABLE FOR SALE SECURITIES
We hold equity positions in a number of mining and exploration companies. We recorded an unrealized gain of $104,615 in these securities for the six months ended December 31, 2003, which resulted in accumulated other comprehensive gain of $169,578 as of December 31, 2003. We recorded an unrealized loss of $22,821 on these securities for the six months ended December 31, 2002.
5. EARNINGS PER SHARE (“EPS”) COMPUTATION
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At December 31, 2003, 50,000 options to purchase shares of common stock, at an average purchase price of $23.73 per share, 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.
At December 31, 2002, 35,000 options to purchase shares of common stock, at an average purchase price of $19.97 per share, 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.
At December 31, 2002, 35,000 options to purchase shares of common stock, at an average price of $19.97 per share, were not included in the computation of diluted EPS because the exercise price of the options was greater than the average market price of these common shares.
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6. COMMITMENTS AND CONTINGENCIES
RG Russia
On June 20, 2003, through a newly formed wholly-owned subsidiary, RG Russia, Inc., we entered into an agreement for exploration in Russia with a subsidiary of Phelps Dodge Exploration Corporation, which holds an exploration license granted by the Russian government. We have committed to provide exploration funding totaling $1.3 million over a period not to exceed 24 months in return for which we received a 1% NSR royalty.
As of December 31, 2003, we have funded $661,500 of the committed $1.3 million. We have expensed the initial funding amount as a component of Exploration and Business Development in the accompanying financial statements. We expect to fund the balance of the commitment prior to June 2005.
Casmalia
On March 24, 2000, the United States Environmental Protection Agency (“EPA”) notified Royal Gold and 92 other entities that they were considered potentially responsible parties (“PRPs”) under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“Superfund”), at the Casmalia Resources Hazardous Waste Disposal Site (the “Site”) in Santa Barbara County, California. EPA’s allegation that Royal Gold was a PRP was based on the disposal of allegedly hazardous petroleum exploration wastes at the site by Royal Gold’s predecessor, Royal Resources, Inc., during 1983 and 1984.
After extensive negotiations, on September 23, 2002, Royal Gold, along with 35 members of the PRP group targeted by EPA, entered into a Partial Consent Decree with the United States intending to settle their liability for the United States’ past and future clean-up costs incurred at the site. Based on the minimal volume of allegedly hazardous waste that Royal Resources, Inc. disposed of at the Site, our share of the $25.3 million settlement amount was $107,858, which we deposited into the escrow account that the PRP group set up for that purpose in January 2002. The funds were paid to the United States on May 9, 2003. The United States may only pursue Royal Gold and the other PRPs for additional clean-up costs if the United States’ total clean-up costs at the site significantly exceed the expected cost of approximately $272 million. We believe this to be a remote possibility; therefore, we consider our potential liability to the United States to be resolved.
The Partial Consent Decree does not resolve Royal Gold’s potential liability to the State of California (“State”) for its response costs or for natural resource damages arising from the Site. The State has not expressed any interest in pursuing natural resource damages. However, on October 1, 2002, the State notified Royal Gold and the rest of the PRP group that participated in the settlement with the United States that the State would be seeking response costs totaling approximately $12.5 million from them. It is not known what portion of these costs the State expects to recover from this PRP group in settlement. If the State agrees to a volumetric allocation, we will be liable for 0.438% of any settlement amount. However, we expect that our share of liability will be completely covered by a $15 million, zero-deductible insurance policy that the PRP group purchased specifically to protect itself from claims such as that brought by the State.
7. INCOME TAXES
As of December 31, 2003, we had $3,090,703 of deferred tax assets associated with net operating loss carryforwards which has been reclassified as a current asset on the balance sheet. This reclassification is based on the reassessment as of December 31, 2003 of our utilization of net operating loss carryforwards within the next twelve months at a gold price of $350 per ounce compared to a gold price of $300 per ounce as of June 30, 2003.
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8. HIGH DESERT EXPLORATION PROPERTIES
During the second quarter of fiscal 2004, we assigned some of our non-producing gold exploration properties in Nevada, which we obtained as part of our acquisition of High Desert Mineral Resources, Inc. in December 2002. As of December 31, 2003, we have assigned four properties, dropped one property and we continue to hold two remaining properties. We have retained a 0.75% NSR royalty on precious metals production from each of the four assigned properties. The four assigned exploration properties were allocated no carrying value at the time of their acquisition in December 2002. The retained royalty interests accordingly do not have any carrying value due to the exploration stage nature of the properties. We have no further obligations with respect to the four assigned properties. We are in discussions regarding the assignment of the two remaining properties.
9. MILOS GOLD
During the second quarter of fiscal 2004, we terminated our interest in the Milos Gold project, which was held through our earned right to a 25% interest in Geological Exploration and Development S.A. All exploration expenses relating to our interest in the Milos Gold project have previously been expensed and therefore, there was no effect on our financial position or results of operations resulting from the termination of our interest.
10. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, to amend and clarify financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The changes in this statement improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly to achieve more consistent reporting of contracts as either derivative or hybrid instruments. SFAS 149 was effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have any impact on our financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” that establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 was originally effective for financial instruments entered into or modified after May 31, 2003, and otherwise at the beginning of the first interim period beginning after June 15, 2003, and was to be applied prospectively. However, on October 29, 2003, the FASB deferred the provisions of paragraphs 9 and 10 of SFAS 150 as they apply to mandatorily redeemable non-controlling interests. These provisions require that mandatorily redeemable interests within the scope of SFAS 150 be classified as the liability on the parent company’s financial statements in certain situations, including when a finite-lived entity is consolidated. The deferral of those provisions is expected to remain in effect while these interests are addressed in either Phase II of the FASB’s Liabilities and Equity Project or Phase II of the FASB’s Business Combinations Project. The FASB also decided to (i) preclude any “early” adoption of the provisions of paragraph 9 and 10 for theses non-controlling interests during the deferral period, and (ii) require the restatement of any financial statements that have been issued where these provisions were applied to mandatorily redeemable non-controlling interests. The adoption of SFAS 150 did not have any impact on our financial position or results of operations.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Important note about forward-looking statements: With the exception of historical matters, this quarterly report on Form 10-Q contains forward-looking statements and other information relating to us that are based on our beliefs and assumptions as well as information currently available to management. Forward-looking statements include statements regarding sources of liquidity, the operator’s announced plans for commencement of production at the Leeville Project and settlement of the Casmalia matter. Forward-looking statements are only predictions and the actual events or results may differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from the projections herein include changes in precious metals prices, decisions and activities of the operators of our royalty properties, unanticipated grade, geological, metallurgical, processing or other problems, changes in project parameters as plans continue to be refined, economic and market conditions, future financial needs, the availability of acquisitions, and the ability to reach a definitive court approved settlement of the Casmalia matter, as well as other factors described elsewhere in this report and in other filings made by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K. Most of these factors are beyond our ability to predict or control. We disclaim any obligation to update any forward-looking statement made herein. Readers are cautioned not to put undue reliance on forward-looking statements.
OVERVIEW
Royal Gold, Inc., together with its subsidiaries, is engaged in the business of acquisition and management of precious metals royalties.
We seek to acquire existing royalties or to finance projects that are in production or near production in exchange for royalty interests. We also explore and develop properties thought to contain precious metals and seek to obtain royalty and other carried ownership interests in these properties through the subsequent transfer of interests to other mining companies. We expect that substantially all of our revenues are and will be derived from royalty interests. We do not conduct mining operations. During the first six months of fiscal 2004, we focused on the creation of royalty interests through exploration and also the acquisition of royalty interests.
Our financial results are closely tied to the price of gold. During the three months ended December 31, 2003, the price of gold averaged $391 per ounce compared with an average price of $321 per ounce for the comparable prior year period. As a result of the increased gold price, our GSR1 sliding-scale royalty at the Pipeline Mining Complex was calculated at a rate of 4.0% compared with 2.6% during the prior year. This increase in our sliding-scale royalty rate contributed to increased revenues of $5,083,461 during the quarter ended December 31, 2003 compared with revenues of $3,117,384 during the comparative prior year quarter.
Our principal mineral property interests are:
all relating to a mining complex known as the Pipeline Mining Complex, which includes the Pipeline and South Pipeline gold deposits, operated by the Cortez Joint Venture;
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our other producing royalty interests include a 1.75 % to 3.5% NSR sliding-scale royalty interest covering a portion of the Bald Mountain mine, operated by Placer Dome U.S. Inc. The sliding-scale royalty increases or decreases with gold price, adjusted by the 1986 Producer Price Index. Our royalty rate would increase to 2.0% around a gold price of $500 per ounce. We also own a 2% NSR royalty on a number of properties in Santa Cruz Province, Argentina, including the Martha mine, which is operated by Coeur d’Alene Mines Corporation.
In addition, as of December 31, 2003, we own royalty interests in the following exploration stage projects:
During the second quarter of fiscal 2004, we assigned some of our non-producing gold exploration properties in Nevada, which we obtained as part of our acquisition of High Desert Mineral Resources, Inc. in December 2002. As of December 31, 2003, we have assigned four properties, dropped one property and we continue to hold two remaining properties. We have retained a 0.75% NSR royalty on precious metals production from each of the four assigned properties. We have no further obligations with respect to the four assigned properties. We are in discussions regarding the assignment of the two remaining properties.
RESULTS OF OPERATIONS
Quarter Ended December 31, 2003, Compared with Quarter Ended December 31, 2002
For the quarter ended December 31, 2003, we recorded net earnings of $2,277,465, or $0.11 per basic share, as compared to net earnings of $1,232,345, or $0.06 per basic share, for the quarter ended December 31, 2002.
For the quarter ended December 31, 2003, we received total royalty revenues of $5,083,461, at an average gold price of $391 per ounce. Royalty revenues included $4,327,998 from our royalties at the Pipeline Mining Complex, $313,553 from the SJ Claims, $205,783 from the Leeville Project, $74,790 from Bald Mountain and $161,337, reflecting adjustments to royalty payments for production over the past six quarters, from the Martha mine. For the quarter ended December 31, 2002, we received royalty revenues of $3,117,384, at an average gold price of $321 per ounce. This increase in revenue in the quarter ended December 31, 2003 resulted from a higher sliding-scale royalty rate of 4.0%, due to an average gold price above $391 per ounce for the period, from the Pipeline Mining Complex and the addition of revenues from the SJ Claims and Leeville Project royalties, which we obtained as part of our acquisition of High Desert Mineral Resources, Inc. in December 2002.
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Cost of operations increased compared to the quarter ended December 31, 2002, primarily due to Nevada net proceeds of mines tax expenditures associated with the increased royalty revenues.
General and administrative expenses of $779,009 for the quarter ended December 31, 2003, increased compared to $537,641 for the quarter ended December 31, 2002, primarily because of costs of approximately $75,000 associated with the shelf registration statements filed with the SEC during the period, approximately $95,000 of increased costs associated with corporate governance and compliance activities and increased costs of approximately $40,000 associated with employee-related expenses due to increased staffing levels.
Exploration and business development expenses increased to $250,635 for the quarter ended December 31, 2003, from $150,747 for the quarter ended December 31, 2002. This increase was due to increased business development activities, including consulting, legal and travel costs, combined with exploration and lease maintenance costs of approximately $49,000 associated with the High Desert exploration properties in Nevada. We anticipate that activity associated with our High Desert exploration properties will decrease in future periods as we complete the assignment of these properties.
Depreciation and depletion increased to $786,039 for the quarter ended December 31, 2003, from $515,109 for the quarter ended December 31, 2002, primarily due to depletion of approximately $431,000 related to the SJ Claims and Leeville Project royalties. This increase was partially offset by lower depletion rates at our Pipeline Mining Complex royalties.
Interest and other income decreased from $121,779 for the quarter ended December 31, 2002, to $100,681 for the quarter ended December 31, 2003, primarily due to lower interest rates offset by an increase in funds available for investing.
The deferred tax expense for the quarter ended December 31, 2003 of $698,425 reflects the utilization of the deferred tax asset in recognition of the application of the net operating loss carryforwards against current income, partially offset by a reduction of the deferred tax liability resulting from depletion of the SJ Claims and Leeville properties.
Six Months Ended December 31, 2003, Compared with Six Months Ended December 31, 2002
For the six months ended December 31, 2003, we recorded net earnings of $3,620,577, or $0.17 per basic share, as compared to net earnings of $2,657,850, or $0.14 per basic share, for the six months ended December 31, 2002.
For the six months ended December 31, 2003, we received total royalty revenues of $9,264,946, at an average gold price of $377 per ounce for the period. Royalty revenues included $7,844,743 from our royalties at the Pipeline Mining Complex, $728,391 from the SJ Claims, $377,630 from the Leeville Project, $139,861 from Bald Mountain and $174,321 from the Martha mine. For the six months ended December 31, 2002, we received royalty revenues of $6,483,556, at an average gold price of $317 per ounce for the period. This increase resulted from higher gold prices, a higher royalty rate due to the higher gold price and the addition of the SJ Claims and Leeville Project royalties, offset by lower ounces produced at the Pipeline Mining Complex.
Cost of operations increased compared to the six months ended December 31, 2002, primarily related to Nevada net proceeds of mines tax expenditures associated with the increased royalty revenues.
General and administrative expenses increased to $1,364,695 for the six months ended December 31, 2003, from $981,826 for the six months ended December 31, 2002, primarily due to costs of approximately $75,000 associated with the shelf registration statements filed with the SEC during the second quarter, approximately $20,000 of costs incurred for Sarbanes-Oxley compliance, approximately
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$45,000 in additional investor relations costs associated with a substantial increase in the number of our shareholders and an increase of approximately $150,000 in employee-related expenses due to increased staffing levels.
Exploration and business development expenses increased to $780,948 for the six months ended December 31, 2003, from $243,768 for the six months ended December 31, 2002. This increase was due to expenditures of $250,000 with respect to our funding of exploration in Russia during the 2003 period, combined with exploration and lease maintenance costs of approximately $190,000 associated with the High Desert exploration properties in Nevada and increased business development activities. We anticipate that activity associated with our High Desert Exploration properties will decrease in future periods as we complete the assignment of these properties.
Depreciation and depletion increased to $1,700,931 for the six months ended December 31, 2003, from $1,148,946 for the six months ended December 31, 2002, primarily due to depletion of approximately $1 million related to the SJ Claims and Leeville Project. This increase was partially offset by lower ounces produced at the Pipeline Mining Complex royalties.
Interest and other income decreased from $191,676 for the six months ended December 31, 2002, to $189,684 for the six months ended December 31, 2003, primarily due to an increase in funds invested, offset by lower interest rates.
The deferred tax expense for the six months ended December 31, 2003, of $1,164,653, reflects the utilization of the deferred tax asset in recognition of the application of the net operating loss carryforwards against current income, partially offset by a reduction of the deferred tax liability resulting from depletion of the SJ Claims and Leeville properties.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2003, we had current assets of $46,447,425 compared to current liabilities of $2,703,822 for a current ratio of 17 to 1. This compares to current assets of $36,801,548 and current liabilities of $2,505,981 at June 30, 2003, resulting in a current ratio of 15 to 1. This increase in our current ratio between periods resulted primarily from net cash provided by operating activities of $5.6 million. We continue to have no long-term debt.
During the six months ended December 31 2003, liquidity needs were met from $9,264,946 in royalty revenues, $738,177 from common stock issuances, our available cash resources, and interest and other income of $189,684. During the six months ended December 31, 2003, we paid dividends of $1,032,735. On January 2, 2004, we paid a quarterly dividend of $779,377.
We have a $10 million line of credit from HSBC that may be used to acquire producing royalties. Any loan under the line of credit will be secured by a mortgage on our GSR3 royalty at the Pipeline Mining Complex, and by a security interest in the proceeds from any of our royalties at the Pipeline Mining Complex. Any assets purchased with the line of credit will also serve as collateral. As of December 31, 2003, no funds have been drawn under the line of credit.
We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for general and administrative expense costs, exploration and business development costs, and capital expenditures for the foreseeable future. Our current financial resources are also available for royalty acquisitions, and to fund dividends. Since we hold royalty interests rather than operating properties, we do not have material ongoing capital expenditure requirements. Our long-term capital requirements are primarily affected by our ongoing business development activities. In the event of a substantial royalty or other acquisition, we may seek additional debt or equity financing.
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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, “Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity” that establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 was originally effective for financial instruments entered into or modified after May 31, 2003, and otherwise at the beginning of the first interim period beginning after June 15, 2003, and was to be applied prospectively. However, on October 29, 2003, the FASB deferred the provisions of paragraphs 9 and 10 of SFAS 150 as they apply to mandatorily redeemable non-controlling interests. These provisions require that mandatorily redeemable interests within the scope of SFAS 150 be classified as the liability on the parent company’s financial statements in certain situations, including when a finite-lived entity is consolidated. The deferral of those provisions is expected to remain in effect while these interests are addressed in either Phase II of the FASB’s Liabilities and Equity Project or Phase II of the FASB’s Business Combinations Project. The FASB also decided to (i) preclude any “early” adoption of the provisions of paragraph 9 and 10 for theses non-controlling interests during the deferral period, and (ii) require the restatement of any financial statements that have been issued where these provisions were applied to mandatorily redeemable non-controlling interests. The adoption of SFAS 150 did not have any impact on our financial position or results of operations.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings and cash flows are significantly impacted by changes in the market price of gold. Gold prices can fluctuate widely and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events, and the strength of the U.S. dollar relative to other currencies. During the last five years, the average annual market price of gold has fluctuated between $256 per ounce and $426 per ounce.
During the three-month period ended December 31, 2003, we reported royalty revenues of $5,083,461, with an average gold price for the period of $391 per ounce. The Company’s GSR1 royalty, on the Pipeline Mining Complex, which produced the majority of the Company’s revenues for the period, is a sliding-scale royalty with variable royalty rate steps based on the average London PM gold price for the period. These variable steps are described in the Company’s Annual Report on Form 10-K. For the December 31, 2003 quarter, if the price of gold had averaged higher or lower by $20 per ounce (which includes a one price step in GSR1), the Company would have recorded an increase in revenues or a decrease in revenues of approximately $453,804 or $473,483, respectively. Due to the set price steps in GSR1, the effects of changes in the price of gold cannot be extrapolated on a linear basis.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Our Chief Executive Officer and our Chief Accounting Officer, based on their evaluation of our disclosure controls and procedures as of December 31, 2003, concluded that our disclosure controls and procedures were effective for this purpose.
Changes in Internal Controls
During the fiscal quarter ended December 31, 2003, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 11, 2003, Royal Gold, Inc. held its 2003 Annual Meeting of Stockholders. The matters voted upon at the meeting, for shareholders of record as of October 3, 2003 and the vote with respect to each such matter are set forth below:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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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.
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Index to Exhibits