ROYAL GOLD INC /DE/
10-Q, 1996-05-15
GOLD AND SILVER ORES
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<PAGE>
                                 FORM 10-Q
        
                    SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                           


              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996


                       COMMISSION FILE NUMBER 0-5664

                                      
                          ROYAL GOLD, INC.                 
            ----------------------------------------------------         
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                     84-0835164   
       ------------------------------        --------------- 
      (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)

                              SUITE 1000
                           1660 WYNKOOP STREET                       
                           DENVER, COLORADO        80202-1132
       --------------------------------------       --------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

                            (303) 573-1660                 
             -------------------------------------------------- 
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                             Not Applicable                      
       --------------------------------------------------------------
      (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
                             SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90
days.

             YES  X                              NO     
                 ---                               ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                            OUTSTANDING AT
         CLASS OF COMMON STOCK              MAY 6, 1996      
         ---------------------             ----------------- 
         $.01 PAR VALUE                    15,461,476 SHARES


<PAGE>
                              ROYAL GOLD, INC.

                                   INDEX

                                                            PAGE
PART I:  FINANCIAL INFORMATION
    
    Item 1.    Financial Statements 

          Consolidated Balance Sheets ...................  3-4

          Consolidated Statements of Operations .........  5-6

          Consolidated Statements of Cash Flows .........  7-8

          Notes to Consolidated Financial
             Statements ..................................   9

    Item 2.    Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations ...................................  17
 
PART II:  OTHER INFORMATION 

   Item 6.  Exhibits and Reports on Form 8-K ..............  22

SIGNATURES ................................................  23


<PAGE>
                       ROYAL GOLD, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS
                                                              
                                                                    

                                              March 31,   June 30,
                                                1996        1995
                                             ----------  ----------       

Current Assets
    Cash and equivalents                   $  3,803,709 $ 3,424,094
    Marketable securities                     5,057,042   5,011,570
    Receivables
      Trade and other                           210,974     171,994
      Related party                                   0      35,690
    Gold inventory                            1,294,876     183,073
    Prepaid expenses and other                  134,553      89,907
    Deferred income tax benefit                  25,000      25,000
                                             ----------  ---------- 
      Total current assets                   10,526,154   8,941,328

Property and equipment, at cost
    Mineral properties                        1,654,281     554,588
    Furniture, equipment and improvements       745,332     732,666
                                             ----------  ---------- 
                                              2,399,613   1,287,254
    
Less accumulated depreciation,
    depletion and amortization                 (845,236)   (703,061)
                                             ----------  ----------
      Net property and equipment              1,554,377     584,193

Other Assets
    Restricted investments and other             22,767      22,767
    Deferred income tax benefit                 725,000     725,000
                                             ----------  ----------
      Total other assets                        747,767     747,767

                                             ---------   ----------  
Total Assets                               $ 12,828,298 $10,273,288
                                             ==========  ==========

                The accompanying notes are an integral part of
                  these consolidated financial statements.
                                      
                                      3


<PAGE>
                      ROYAL GOLD, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS (Continued)
                                 (Unaudited)


                    LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                    

                                            March 31,     June 30,
                                              1996          1995
                                           ----------   ----------    
Current Liabilities
    Accounts payable                     $    151,050  $   145,050
    Current portion on notes payable                0       27,866
    Accrued liabilities
      Post retirement benefits                 26,400       26,400
      Other                                    14,131       19,161
                                           ----------   ----------
            Total current liabilities         191,581      218,477

                                                     
Post retirement benefit liabilities           112,149      116,949
Commitments and contingencies 
    (Note 4)

Stockholders' equity
    Common stock, $.01 par value,
      authorized 40,000,000 and 30,000,000
      shares, respectively;
      issued 15,477,462 and 14,492,962
      shares, respectively                    154,775      144,930
    Additional paid-in capital             47,200,642   44,314,602
Accumulated deficit                       (34,750,876) (34,441,697)
                                           ----------   ----------
                                           12,604,541   10,017,835

Less treasury stock, at cost
    (15,986 shares)                           (79,973)     (79,973)
                                           ----------   ----------
      Total stockholders' equity           12,524,568    9,937,862

Total liabilities and stockholders'        ----------   ----------
      equity                              $12,828,298 $ 10,273,288
                                           ==========   ==========  


               The accompanying notes are an integral part of
                   these consolidated financial statements.
                                      
                                     4

                                      
<PAGE>
                      ROYAL GOLD, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)


                                          For the three months ended
                                                  March  31,
                                          ------------------------      
                                                1996        1995
                                          ----------    ----------
Royalty income                           $   807,300   $   171,047
Consulting revenues                            3,000        80,650

Costs and expenses
    Costs of operations                       57,902        55,552
    General and administrative               306,361       259,408
    Direct costs of consulting revenues            0        28,688
    Exploration, net                         286,162       225,425
    Lease maintenance and holding costs      114,548        51,151
    Depreciation and depletion                53,107        25,562
                                          ----------    ----------    
                 Total costs and expenses    818,080       645,786
                                          ----------    ----------
                 Operating loss               (7,780)     (394,089)
                                          ----------    ----------
Interest and other income                    136,999       105,901
Gain (loss) on marketable securities              31        34,908
                                          ----------    ----------
Net gain (loss)                          $   129,250  $   (253,280)
                                          ==========    ==========  

Net gain (loss) per share                $      0.01  $      (0.02)
      
Weighted average shares
   outstanding                            14,745,831    14,378,895


              The accompanying notes are an integral part of 
                   these consolidated financial statements.
                                      
                                      5


<PAGE>
                      ROYAL GOLD, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)


                                           For the nine months ended
                                                   March 31,
                                           -------------------------
                                              1996        1995
                                          ----------    ----------

Royalty income                           $ 2,022,923   $   382,492
Consulting revenues                           28,544       159,681

Costs and expenses
    Costs of operations                      172,452       179,442
    General and administrative               913,432       755,186
    Direct costs of consulting revenues       13,115       101,058
    Exploration, net                       1,185,412     1,226,226
    Lease maintenance and holding costs      273,287       179,939
    Depreciation and depletion               142,175        55,498
                                          ----------    ----------
            Total costs and expenses       2,699,873     2,497,349
                                          ----------    ----------
            Operating loss                  (648,406)   (1,955,176)
                                          ----------    ----------
Interest and other income                    352,682       275,001
Gain (loss) on marketable securities         (13,476)       35,309
Interest expense                                   0        (1,359)
                                          ----------    ----------
        Net loss                      $     (309,200) $ (1,646,225)


            Net loss per share       $         (0.02) $      (0.12)

Weighted average shares outstanding       14,671,572    14,199,334


              The accompanying notes are an integral part of  
                  these consolidated financial statements.
                                      
                                     6


<PAGE>
                      ROYAL GOLD, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                           For the nine months ended
                                                   March 31,
                                           -------------------------      
                                                 1996        1995
                                             ----------  ----------
Cash flows from operating activities
    Net income (loss)                     $    (309,200)$(1,646,225)


Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
    Depreciation and depletion                  142,175      55,498
    (Gain) loss on marketable securities         13,476     (35,309)
    Non cash exploration expense                      0       8,875
(Increase) decrease in:
    Marketable securities                       (58,948)    (33,535)
    Trade and other receivables                  (3,290)     24,417
    Inventory                                (1,111,803)   (154,238)
    Prepaid expenses and other                  (44,646)    (45,454)
Increase (decrease) in:
    Accounts payable and accrued liabilities    (26,875)     42,043
    Post retirement liabilities                  (4,800)    (17,667)
                                             ----------  ----------
Total Adjustments                            (1,094,711)   (155,370)


Net cash provided by (used in) operating     ----------  ----------
    activities                               (1,403,911) (1,801,595)
                                             ----------  ----------
Cash flows from investing activities
      Capital expenditures for
        property and equipment               (1,112,359)   (357,243)
      (increase) decrease in other assets             0     (10,000)

Net cash provided by (used in) investing     ----------  ----------
    activities                               (1,112,359)   (367,243)
                                             ----------  ----------


                                (Continued)
                                      
                                      
              The accompanying notes are an integral part of  
                  these consolidated financial statements.
                                      
                                      7


<PAGE>
                     ROYAL GOLD, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (Unaudited)
                                       


                                           For the nine months ended
                                                   March 31,
                                          --------------------------       
                                               1996        1995
                                          ----------     ----------        
Cash flows from financing activities

Proceeds from issuance of common stock   $ 2,895,885    $ 4,139,780
Net cash provided by (used in) financing  ----------     ----------
    activities                             2,895,885      4,139,780
                                          ----------     ----------

Net increase (decrease) in cash and      
    equivalents                              379,615      1,970,942
Cash and equivalents at beginning
    of period                              3,424,094      1,942,912
                                          ----------     ----------
Cash and equivalents at end of period    $ 3,803,709    $ 3,913,854
                                          ==========     ==========       

Supplemental disclosure of non-cash activities:
    During the period ended March 31, 1995, 1,000 shares of treasury stock
    were issued as a lease payment on an exploration property.



                 The accompanying notes are an integral part of
                    these consolidated financial statements 

                                      8


<PAGE>
                              ROYAL GOLD, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)
                                        
     
For a more complete understanding of the business and operations of Royal
Gold, Inc.("Royal Gold" or "the Company"), please refer to the Report on
Form 10-K of Royal Gold, Inc. for the annual period ended June 30, 1995. 

1. PROPERTY AND EQUIPMENT

    Property and equipment consists of the following components at
    March 31, 1996, and June 30, 1995:

                                      March 31,            June 30,
                                         1996                 1995   
                                     ----------          ----------
    Mineral Properties:             
      South Pipeline-
        Net Profits Interest        $     -             $     -
          South Pipeline-        
            Capped Royalty              80,395             193,350  
          Long Valley                1,259,171             159,478
          Camp Bird                    120,110             120,110
                                    ----------          ----------
                                     1,459,676             472,938   

   Office furniture, equipment
      and improvements                  94,701             111,255
                                    ----------          ----------
    Net property and equipment      $1,554,377          $  584,193  
                                    ==========          ==========

As discussed in the following paragraphs, the Company is conducting
activity on substantially all of its mineral properties.  The
results of these activities to date have not resulted in any
conclusions that the carrying value of these properties will or
will not be recoverable by charges against income from future
mining operations or a subsequent sale of the properties. 
Realization of these costs is dependent upon the success of
exploration programs resulting in the discovery of economically
mineable deposits and the subsequent development or sale of those
deposits or properties, or the production of gold from existing
resources.  The outcome of these matters is contingent upon future
events which cannot be determined at this time.

Presented below is a discussion of the status of each of the
Company's significant mineral properties.


    A.   SOUTH PIPELINE (CRESCENT VALLEY)

         The South Pipeline property is a claim block containing
         sediment-hosted gold deposits located in Lander County,

                               9


<PAGE>
         Nevada.  Pursuant to an agreement dated September 18,
         1992, the Company holds a 20% net profits interest in
         this project.  Production has commenced at the Crescent
         Pit portion of the project, whereas the remainder of the
         project is in the exploration and development stage. 
         Cortez Gold Mines ("Cortez") is the project operator.

         Cortez began mining at the Crescent Pit, which is located
         on a small portion of the South Pipeline property, in
         June 1994.  At June 30, 1994, the Company estimated that
         the Crescent Pit contained proven reserves of 1,967,000
         tons of mill-grade ore, with an average grade of 0.125
         oz./ton of gold, resulting in 245,875 contained ounces of
         gold.  In September 1994, sufficient quantities of this
         mill-grade oxide ore had been accumulated to start
         processing and gold production from mill-grade ore. 
         Initially, oxide ore from the Crescent Pit was commingled
         with roasted ore from Cortez's Gold Acres Mine, and both
         were being processed at the Cortez Mill; Royal Gold has
         no interest in the Gold Acres Mine.  

         Production began from the Crescent Pit heap leach
         operations in August 1995.  The heap leach material in
         the Crescent Pit includes an estimated 2.2 million tons
         of ore with an average grade of 0.029 oz./ton yielding 
         64,000 ounces of gold, of which an estimated 29,000
         ounces of gold are recoverable over 4 to 5 years.

         On February 12, 1996, Cortez advised the Company that it
         had determined to increase production from the Crescent
         Pit, and temporarily suspend the operation of the Cortez
         roaster, effective March 1, 1996.  Cortez  advised the
         Company, on February 12, 1996, that its budgeted
         production forecast for the Crescent Pit, for the twelve
         months ending December 31, 1996, is 126,300 ounces,
         including both mill-grade and heap leach material.  This
         change doubles the expected production attributable to
         the Company from the prior twelve months' actual
         production.  The Company notes that this forecast of
         future production levels is inherently uncertain, because
         of all of the risks of any gold mining operation,
         including maintenance of production levels, variable
         metallurgy, maintenance of grade control, and stability
         of gold prices. 
 
         Cortez is currently conducting a feasibility study for
         the South Pipeline deposit, which occurs on a larger 

                               10


<PAGE>
         portion of the South Pipeline Project ground.  Cortez has
         also advised the Company that it plans to spend in excess
         of $1.7 million to conduct further exploration of South
         Pipeline in 1996.

         In addition, Royal Gold has completed its own
         prefeasibility studies of the potential of mining some of
         the higher grade material in a deep zone of the South
         Pipeline deposit by underground methods.  The study
         suggests that further investigation of this potential is
         warranted.  Cortez is currently undertaking such an
         investigation.

         On the basis of the Company's latest estimate of the
         deposit, the entire South Pipeline project contains
         approximately 91.8 million tons of ore at an average
         grade of 0.048 oz./ton.  On February 13, 1996, Cortez
         reported to the Company that, as of December 31, 1995,
         52.53 million tons of such deposit, with an average grade
         of 0.053 ounces per ton, have been shown to be economic
         under a wide range of mining and milling scenarios, and
         therefore may be classified as proven and probable
         reserves.  The Company understands that the reserves so
         classified by Cortez include 306,000 ounces from the
         Crescent Pit and 2.49 million additional ounces from the
         South Pipeline deposit. 

         During the quarter ended March 31, 1996, Cortez milled
         106,309 tons of oxide material from the Crescent Pit. 
         This period included one month of the mill processing
         Crescent Pit ore exclusively.  This material had an
         average grade of 0.218 ounces of gold per ton and yielded
         19,813 ounces of gold.  During the quarter, Cortez sold
         15,744 ounces of gold from the Crescent Pit mill-grade
         ore and 4,126 ounces of gold from the heap leach
         operation.


    B.   SOUTH PIPELINE - CAPPED ROYALTY

         In October 1994, the Company purchased an additional
         royalty interest on the South Pipeline project from
         Western Mining Corporation for $275,000.  The royalty
         interest is equivalent to a 0.75 percent net smelter
         return production royalty, capped at $375,000.  To date,
         the Company has received payments totalling $265,370. 

                                  11



<PAGE>
    C. LONG VALLEY 

         The Long Valley property, in Mono County, California, is
         subject to an agreement between the Company and Standard
         Industrial Minerals, Inc.  Pursuant to the agreement, the
         Company is entitled, through December 31, 1997, to
         acquire Standard Industrial Minerals' interest in the
         property upon payment of $1,000,000.  The Option
         Agreement, which is terminable by the Company at any
         time, involves annual option consideration payments which
         would total $125,000, if all four such payments were
         made.  Up to $100,000 of the payments (namely, the
         payment that was made in 1995 and the payment that would
         be made in November 1996) may be credited against the
         option exercise amount.

         During the summer and fall of 1994, the Company drilled
         a total of 18 vertical and angled holes, by reverse
         circulation drilling, of up to 900 feet in length.  Based
         on these results and Royal Gold's assessment of data
         previously generated by the Company and its predecessors
         in interest, Royal Gold estimated that Long Valley hosts
         a mineralized deposit of 49,640,000 tons, with an average
         grade of 0.018 ounces of gold per ton, using a cutoff
         grade of 0.01 ounces per ton.  Applying a cutoff grade of
         0.02 ounces of gold per ton, Royal Gold estimated that
         the deposit at Long Valley is 11,825,000 tons, with an
         average grade of 0.036 ounces of gold per ton.  

         During 1995 the Company drilled 141 holes, with an
         aggregated length of 53,210 feet.  This drilling was
         intended to define the extent of gold mineralization in
         the Hilton Creek and Southeast Zones (the object of the
         prior estimation of resources), and to extend exploration
         away from those areas.  The 1995 program confirmed the
         existence of continuous mineralization between the Hilton
         Creek and Southeast Zones, and discovered additional
         mineralization to the north of the Hilton Creek Zone. 
         Each of the Hilton Creek and Southeast Zones also remain
         "open" in all directions.

         Royal Gold now estimates that the mineralized material at
         Long Valley (comprising the Hilton Creek and Southeast
         Zones) includes 53,687,000 tons with an average grade of
         0.019 opt gold (at a cutoff grade of 0.01 opt).

                                  12



<PAGE>
         Effective July 1, 1995, costs related to Long Valley have
         been capitalized pursuant to the determination that the
         project is in the development stage.  During the quarter
         ended March 31, 1996, Royal Gold spent $37,703 related to
         Long Valley.  Royal Gold is also conducting metallurgical
         and hydrogeological analyses that will be incorporated in
         the detailed economic analysis that is required before
         the mineral deposit at Long Valley can be shown to be
         commercially viable and to constitute reserves.  


       D.      CAMP BIRD

         At March 31, 1996, capitalized costs of $120,000
         represent the Company's ownership of patented mining
         claims.  Management believes that these claims have 
         value for their mineral potential as well as for the
         value of the real estate.


       E.      NEVADA EXPLORATION

         BUCKHORN SOUTH

         Buckhorn South is a block of 265 contiguous claims in
         Eureka County, Nevada.  The Company leases 131 of the
         claims, which are subject to a 4% NSR royalty burden and
         fixed minimum royalty obligations of $360,000.  The
         remaining claims are subject to a 1% NSR royalty.

         During the summer and fall of 1994, the Company drilled
         nine reverse circulation holes at the Buckhorn South
         property, in Eureka County, Nevada.  The first five holes
         of this program focused on five distinct anomalies that
         had been identified by geophysical survey.  Anomalous
         levels of gold were encountered in each hole, and the
         Company conducted further drilling on this property in
         December 1994. 

         In September 1995, the Company drilled 24 reverse
         circulation holes, totalling 13,825 feet, in the south-
         central portion of the claim block.  Gold mineralization
         was discovered in Tertiary basalt and in the underlying
         fanglomerate.  Several of the holes contained significant
         intervals measuring greater that 0.01 opt gold. 
         Additional drilling is planned for the upcoming field
         season.

                                  13


<PAGE>
         BOB CREEK

         Effective December 1, 1994, the Company entered into an
         agreement with Santa Fe Pacific Gold Corporation on its
         Bob Creek project.  The Bob Creek project consists of 103
         unpatented mining claims that comprise approximately
         three square miles in Eureka County, Nevada.  Santa Fe
         controls other mineral interests adjacent to the
         property.

         Under the terms of the agreement, Santa Fe will (1)
         assume all of Royal Gold's obligations under two
         underlying mining leases; (2) spend a minimum of $150,000
         in exploration during the first year, this amount being
         guaranteed; and (3) spend progressively greater amounts
         on exploration over the succeeding three years.  Royal
         Gold has reserved a 2% net smelter return production
         royalty.

         During July and August of 1995, Santa Fe drilled 14
         reverse circulation holes to depths ranging from 365 to
         960 feet.  Santa Fe has advised the Company that a number
         of the holes merited further exploration.  During March
         1996, Santa Fe competed a second round of drilling,
         involving three reverse circulation holes, but it has not
         yet disclosed the results of that drilling to the
         Company.


       F.      UNION PACIFIC
       
         Under the Company's exploration agreement with Union
         Pacific Minerals, the Company may explore Union Pacific
         lands in Wyoming, Colorado, and Utah and the State Line
         district in Wyoming and Colorado.  In December 1995, the
         Company and Union Pacific Resources Group, Inc. agreed to
         extend the agreement.  The term of the agreement has been
         extended to December 31, 1999.  The Company has committed
         to spend a total of $75,000 by August 19, 1996, by which
         time it must either elect to continue through the end of
         calendar year 1996 or terminate the agreement.  If the
         Company elects to continue its exploration program, it
         would then commit to spending an additional $50,000 for
         the remainder of calendar 1996.

         Since the inception of the agreement, Royal Gold has
         spent a total of $581,116 on the project as of March 31,

                                  14


<PAGE>
         1996 and has met its expenditure obligation through
         December 31, 1995.  For the full term of the agreement,
         as amended, Royal Gold's commitment for exploration and
         development expense would be $2.2 million.  These
         commitments are cancelable in stages.  If the Company
         proceeds past December 31, 1996, $600,000 in additional
         work expenditures would be required by December 31, 1998,
         and if work continues past December 31, 1998, an
         additional $1,000,000 must be spent by December 31, 1999.


2.     INCOME TAXES

       At June 30, 1995, the Company had an estimated net operating
       loss carryforward for federal income tax purposes of
       approximately $22.9 million.  If not used, the net operating
       loss carryforwards will expire by the year 2010.

       Based upon the determination of proven gold reserves at the
       Crescent Pit of the South Pipeline Project, management has
       estimated that is more likely than not that the Company will
       have some net future taxable income within the net operating
       loss carryforward period and has established a $750,000
       deferred tax asset.


3.     INVENTORY

       Inventory as of March 31, 1996 relates to in-kind gold
       payments received resulting from the Company's Net Profits
       Interest at South Pipeline.  This inventory is comprised of
       3,292.51 ounces of gold, carried at a value of $393.28 per
       ounce, for a total of $1,294,876.


4.     CONTINGENCIES
       
       The operations and activities conducted on the properties in
       which the Company holds various interests are subject to
       various federal, state, and local laws, and regulations
       governing protection of the environment.  These laws are
       continually changing and are generally becoming more
       restrictive.  Management believes that the Company is in
       material compliance with all applicable laws and regulations. 
       
       The U.S. Forest Service has now substantially completed
       reclamation of the Goldstripe project site, but it is

                                 15


<PAGE>
       possible, depending on the results of post-reclamation
       groundwater monitoring, that additional reclamation work may
       be required.  The Company may be called upon to dedicate
       additional capital resources to this activity.


5.     GENERAL

       Certain information and footnote disclosures normally included
       in financial statements prepared in accordance with generally
       accepted accounting principles have been condensed or omitted. 
       Therefore, it is suggested that these financial statements be
       read in connection with the financial statements and the notes
       included in the Company's audited consolidated financial
       statements as of June 30, 1995.

       The information in this report reflects all adjustments which,
       in the opinion of management, are necessary to express a fair
       statement of results for the periods presented.  All such
       adjustments are of a normal recurring nature.  The results of
       operations for the period ended March 31, 1996 are not
       necessarily indicative of the results to be expected for the
       full fiscal year.

       Certain accounts in the prior period financial statements have
       been reclassified for comparative purposes to conform with the
       presentation in the current period financial statements. 

                                  16


<PAGE>
                            ROYAL GOLD, INC.
             ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              
                                    
LIQUIDITY AND CAPITAL RESOURCES

Royal Gold is engaged in the acquisition, exploration, development,
and sale of gold properties and in the acquisition of gold royalty
interests.

The Company's primary business strategy is to create and acquire
royalty and other carried ownership interests in gold mining
properties through exploration and development activity (and
subsequent transfer of the operating interest in the subject
properties to other firms), and through the direct acquisition of
such interests. Substantially all the Company's revenues are and
can be expected to be derived from royalty interests, rather than
from mining operations conducted by the Company.

At March 31, 1996, the Company had a working capital surplus of
$10,334,573.  Current assets were $10,526,154, compared to current
liabilities of $191,581, for a current ratio of 55 to 1.  This
compares to current assets of $8,941,328, and current liabilities
of $218,477, at June 30, 1995, resulting in a current ratio of 41
to 1.  The Company is now receiving its full 20% net profits
royalty interest from the Crescent Pit mill-grade ore, and 4% of
net profits on the Crescent Pit heap leach material, where the
Company is receiving its pre-payback interest.  During the first
nine months of fiscal 1996, the Company continued to incur losses
from operations.

The Company's liquidity needs are generally being met from its
available cash resources, royalty income, interest income, cash
payments from companies seeking to explore the Company's
properties, earnings from consulting services, and the issuance of
common stock.  During the third quarter of fiscal 1996, the Company
earned $807,300 in royalties from South Pipeline.  This $807,300 is
primarily comprised of $741,542 related to the Company's Net
Profits Interest and $59,169 in payment of its capped royalty.  The
Company earned $136,999 in interest income on its cash and
marketable securities portfolio.  This marketable securities
portfolio is primarily invested in U.S. treasury notes with
maturities of up to fifteen months, has a cost basis of $5,042,073,
and a market value of $5,057,042.  During the quarter, the Company 
also received $2,895,885 from the exercise of options and warrants. 

On February 12, 1996, Cortez advised the Company that it would,
effective March 1, 1996, temporarily suspend operation of its
roaster, with the consequence that Cortez will also suspend the
commingling of Gold Acres ore with Crescent Pit ore, and will
devote the entire capacity of the Cortez Mill to the processing of 

                                  17


<PAGE>
mill-grade oxide ore from the Crescent Pit.  Cortez advised the
Company, on February 12, 1996, that its budgeted production
forecast for the Crescent Pit, for the twelve months ending
December 31, 1996, has been increased to 126,300 ounces, including
both mill-grade and heap leach material.  This change from
commingling doubles the production attributable to the Company. 
The Company notes that this forecast of future production levels is
inherently uncertain, because of all of the risks of any gold
mining operation, including maintenance of gold levels, variable
metallurgy, maintenance of grade control, and stability of gold
prices.  The Cortez Mill has a capacity of 2,000 tons per day. 
During calendar 1995, the Cortez Mill, on average, processed 1,000
tons per day of Crescent Pit mill-grade oxide ore, while
commingling such material with Gold Acres ore. 

Management believes the Company's cash resources will be adequate
to fund planned operations for the foreseeable future.  The Company
has continued to actively explore its properties and anticipates
continued exploration activities for the remainder of the year. 
The Company's long-term viability is dependent upon the continued
successful development and operation of the Company's mineral
interests.  It can be anticipated, because of the nature of the
business, that exploration on many of these properties will prove
unsuccessful and that the Company will terminate its interest in
such properties.  As significant results are generated at any such
property, the Company will re-evaluate the property, and may
substantially increase or decrease the level of expenditures on the
particular property.

The Company anticipates total expenditures for fiscal 1996 for
general and administrative expenses to be approximately $1,200,000
(increased from $1,000,000), of which $913,432 has been spent to
date.  The Company also anticipates expenditures for exploration
and holding costs to be approximately $1,700,000 (increased from
$950,000 and including amounts spent under the Union Pacific
Agreement), of which $1,458,699 has been spent.  Because of the
seasonal nature of the Company's activities, exploration and
holding costs are disproportionately incurred during the year. 
Capital expenditures are estimated at $1,250,000 (increased from
$705,000), of which $1,112,359 has been spent.  See discussion of
operations for the nine months ended March 31, 1996 for explanation
of the increases in general and administrative expense, exploration
expense and capital expenditures.  On a prospective basis these
amounts could increase or decrease significantly, based on
exploration results and decisions about releasing or acquiring
additional properties, among other factors.

On May 14, 1996, the Company filed with the Securities and Exchange
Commission ("SEC") a form of shelf registration statement relating
to 2,000,000 shares of the Company's common stock.  As and when
such registration statement is declared effective by the SEC, the
Company could employ the shares of common stock to acquire other

                                  18


<PAGE>
gold royalty interests or exploration properties, or other assets. 
At present the Company has no agreement or pending arrangement that
could or might require issuance of any of the  shares that are the
subject of such registration statement.



RESULTS OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 1996, COMPARED TO THE QUARTER ENDED
MARCH 31, 1995

For the quarter ended March 31, 1996, the Company reported a net
gain of $129,250, or $.01 per share, as compared to a net loss of
$253,280, or $.02 per share, for the quarter ended March 31, 1995.

Royalty income for the current quarter of $807,300, compared to
$171,047 for the prior year, relates to Royal Gold's interest in
the South Pipeline property, from which the Company was receiving
its full 20% net profits interest on mill-grade ore and its pre-
payback interest on heap leach ore in the third quarter of the
current fiscal year.  For the quarter ended March 31, 1995,
royalties were principally attributable to pre-payback interest on
mill-grade production.

The decrease in consulting revenue is primarily attributable to one
consulting arrangement for which the Company received $75,000
during the prior period.

General and administrative costs of $306,361 for the current
quarter have increased from $259,408 for the quarter ended March
31, 1995, primarily because of increased office expenses,  investor
relations expenditures, and employee compensation and benefits.

Exploration expenditures of $286,162 for the quarter ended March
31, 1996, increased from $225,425 for the quarter ended March 31,
1995, primarily due to expenditures related to the review and
analysis of the possible acquisition of royalty interests on two
producing base metals mines.

Lease maintenance and holding costs increased from $51,151 for the
quarter ended March 31, 1995, to $114,548 for the quarter ended
March 31, 1996, primarily due to the increase in a property payment
on Buckhorn South. 

Depreciation, depletion and amortization increased from $25,562 for
the quarter ended March 31, 1995, to $53,107 for the quarter ended

                                  19


<PAGE>
March 31, 1996, primarily due to depletion expense related to the
South Pipeline Project capped royalty.

Interest and other income increased from $105,901 for the quarter
ended March 31, 1995, to $136,999 for the quarter ended March 31,
1996, primarily due to higher interest rates received on funds
available for investment.


FOR THE NINE MONTHS ENDED March 31, 1996, COMPARED TO THE NINE
MONTHS ENDED March 31, 1995

For the nine months ended March 31, 1996, the Company reported a
net loss of $309,200, or $.02 per share, as compared to a net loss
of $1,646,225, or $.12 per share, for the nine months ended March
31, 1995.

Year-to-date royalty income of $2,022,923, compared to $382,492 for
the prior year, relates to Royal Gold's interest in the South
Pipeline property, from which the Company was receiving its full
20% net profits interest on mill-grade ore and its pre-payback net
profits interest on heap leach ore during the nine months ended
March 31, 1996.  For the nine months ended March 31, 1995,
royalties were principally attributable to mill-grade production at
the pre-payback interest level, and advance minimum royalties.

The decrease in consulting revenue is primarily attributable to one
consulting arrangement for which the Company received $150,000
during the prior period.

General and administrative costs of $913,432 for the nine months
ended March 31, 1996 have increased from $755,186 for the nine
months ended March 31, 1995, primarily because of increased third
party expenses related to congressional and industry-sponsored
initiatives to revise the mining law, higher public reporting
compliance costs, investor relations expenditures, and other office
and employee expenses.

Exploration expenditures of $1,185,412 for the nine months ended
March 31, 1996, decreased from $1,226,226 for the nine months 
ended March 31, 1995, primarily due to the capitalization of Long
Valley expenditures versus $195,774 of expensed costs in the prior
period.  This was offset by increased drilling and geophysical
activity in Nevada and the review and analysis of the possible
acquisition of royalty interests on two base metals mines during
the nine months ended March 31, 1996.

                                  20


<PAGE>
Lease maintenance and holding costs increased from $179,939 for the
nine months ended March 31, 1995, to $273,287 for the nine months
ended March 31, 1996, due to the acquisition of nine new
exploration properties and increased holding costs at Buckhorn
South. 

Depreciation, depletion and amortization increased from $55,498 for
the nine months ended March 31, 1995, to $142,175 for the nine
months ended March 31, 1996, primarily due to depletion expense
related to the South Pipeline Project capped royalty.

Interest and other income increased from $275,001 for the nine
months ended March 31, 1995, to $352,682 for the nine months ended
March 31, 1996, primarily due to higher interest rates received on
funds available for investment.

                                  21


<PAGE>
                        PART II:  OTHER INFORMATION


Item 6:  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         None.

    (b)  Reports on Form 8-K

         None.

                                 22


<PAGE>
                               SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                              ROYAL GOLD, INC.
                                (Registrant)


Date: May 15, 1996         By:  /s/ Stanley Dempsey 
                                -------------------
                                Stanley Dempsey
                                Chairman of the Board and
                                Chief Executive Officer




Date: May 15, 1996         By:  /s/ Thomas A. Loucks 
                                --------------------
                                Thomas A. Loucks
                                Treasurer
                                (chief financial officer)


                                23

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996             JUN-30-1996
<PERIOD-END>                               MAR-31-1996             MAR-31-1996
<CASH>                                       3,807,709               3,807,709
<SECURITIES>                                 5,057,042               5,057,042
<RECEIVABLES>                                  210,974                 210,974
<ALLOWANCES>                                         0                       0
<INVENTORY>                                  1,294,876               1,294,876
<CURRENT-ASSETS>                            10,526,154              10,526,154
<PP&E>                                       2,399,613               2,399,613
<DEPRECIATION>                                 845,236                 845,236
<TOTAL-ASSETS>                              12,828,298              12,828,298
<CURRENT-LIABILITIES>                          191,581                 191,581
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                    47,355,417              47,355,417
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                12,828,298              12,828,298
<SALES>                                              0                       0
<TOTAL-REVENUES>                               810,300               2,051,467
<CGS>                                                0                       0
<TOTAL-COSTS>                                  818,080               2,699,873
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                                129,250               (309,200)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                            129,250               (309,200)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   129,250               (309,200)
<EPS-PRIMARY>                                     0.01                  (0.02)
<EPS-DILUTED>                                     0.01                  (0.02)
        

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