EX-99.1 2 tm2033819d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    2020 Third Quarter Report

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contrarian. Innovative. Aligned.

 

 

 

 

 

  

Table of Contents

 

 

 

 

 

Letter to Shareholders  2
    
Management's Discussion and Analysis  3
    
Consolidated Financial Statements  25
    
Notes to the Consolidated Financial Statements  30

 

 

 

  

Dear Fellow Shareholders,

 

At time of writing, the outcome of the US election is still being digested, although market reactions appear to be favorable. While we understand that on a short-term basis, the expectations for additional stimulus and its effect on both interest rates and equities will remain in focus, we believe the long-term trends which will drive precious metals prices remain unchanged. In our view, global debt balances have clearly passed the point of no return, while the economy struggles in low growth mode. This combination will require future monetary and fiscal accommodations which we expect will increase in scale and frequency. We believe in this environment it is of increasing importance for investors to maintain an allocation to precious metals in their portfolios.

 

Throughout 2020, Sprott has benefited from strong market value appreciation across most of our fund products, as well as significant in-flows in our Exchange Listed Products segment. Our Managed Equities segment delivered excellent year-to-date performance, despite the fact that investors have been slow to allocate capital to mining equities. Our Assets Under Management (“AUM”) increased to $16.3 billion as at September 30, 2020, up $2.4 billion (17%) from June 30, 2020 and up $7 billion (76%) from December 31, 2019. Adjusted base EBITDA was $12 million in the quarter, up $4.4 million (58%) from the prior period and $29.4 million on a year-to-date basis, up $7.9 million (36%).

 

As a reflection of the robust financial performance of the Company and our strong capital position, we are pleased to announce that the Board of Directors has approved an 8.7% increase of the quarterly dividend from $0.23 per share to $0.25 per share, effective immediately. We are confident that our business will support this dividend level without impacting our ability to fund future growth initiatives.

 

During the third quarter, Sprott’s strong financial performance was recognized with our inclusion in the S&P/TSX Composite Index. The TSX also ranked Sprott among the 30 top-performing TSX stocks over a three-year period based on dividend adjusted share price appreciation, through inclusion in the TSX30 program.

 

Sprott has adapted well as to the changes forced upon us by COVID-19, and in some cases we have learned new ways to operate more efficiently in a largely remote environment. We have increased our commitment to digital marketing and found new ways to connect with our investors and clients.

 

Building on the solid results this year, we remain engaged in various projects which will involve launching new products and pursuing new avenues for growth. The global precious metals investment area remains under-serviced in certain areas, and we see ample opportunity to pursue global growth through new product and distribution initiatives.

 

We are pleased with our performance following the repositioning of the company in 2017, however, we believe the best is yet to come. We have the right team and strategies in place to capitalize on the tremendous opportunities we see ahead in precious metals and mining investments.

 

Thank you for your continued support. We look forward to reporting to you again at year end.

 

 

Peter Grosskopf

Chief Executive Officer

 

  2

 

  

 

 

Management's Discussion and Analysis

 

Three and nine months ended September 30, 2020 

 

 

 

 

 

 

  3

 

 

 

FORWARD LOOKING STATEMENTS

 

Certain statements in this Management's Discussion & Analysis ("MD&A"), and in particular the "Business Highlights and Growth Initiatives" section and "Outlook" subsection, contain forward-looking information and forward-looking statements (collectively referred to herein as the "Forward-Looking Statements") within the meaning of applicable Canadian and U.S. securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the forgoing, this MD&A contains Forward-Looking Statements pertaining to: (i) our ability to be involved in launching new products and pursuing new avenues for growth through new product and distribution initiatives; (ii) our belief that our dividend adjusted share price performance in the future will be better than in the past; (iii) expectations regarding the current precious metals pricing environment; (iv) expectations that the Acquisition continues to be accretive to operating margins in the Managed Equity segment throughout the rest of the year; (v) expectations regarding deployment of capital called into our lending LPs; (vi) anticipation of higher year-over-year performance in the Brokerage segment; (vii) anticipation of flat-to-lower year-over-year operating costs and slightly lower EBITDA contribution from non-reportable segments; (viii) expectation of the effects of COVID-19, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets; and (ix) the declaration, payment and designation of dividends and confidence that our business will support the dividend level without impacting our ability to fund future growth initiatives.

 

Although the Company believes that the Forward-Looking Statements are reasonable, they are not guarantees of future results, performance or achievements. A number of factors or assumptions have been used to develop the Forward-Looking Statements, including: (i) the impact of increasing competition in each business in which the Company operates will not be material; (ii) quality management will be available; (iii) the effects of regulation and tax laws of governmental agencies will be consistent with the current environment; and (iv) those assumptions disclosed herein under the heading "Significant Accounting Judgments, Estimates and Changes in Accounting Policies". Actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements should assumptions underlying the Forward-Looking Statements prove incorrect or should one or more risks or other factors materialize, including: (i) difficult market conditions; (ii) poor investment performance; (iii) failure to continue to retain and attract quality staff; (iv) employee errors or misconduct resulting in regulatory sanctions or reputational harm; (v) performance fee fluctuations; (vi) a business segment or another counterparty failing to pay its financial obligation; (vii) failure of the Company to meet its demand for cash or fund obligations as they come due; (viii) changes in the investment management industry; (ix) failure to implement effective information security policies, procedures and capabilities; (x) lack of investment opportunities; (xi) risks related to regulatory compliance; (xii) failure to manage risks appropriately; (xiii) failure to deal appropriately with conflicts of interest; (xiv) competitive pressures; (xv) corporate growth which may be difficult to sustain and may place significant demands on existing administrative, operational and financial resources; (xvi) failure to comply with privacy laws; (xvii) failure to successfully implement succession planning; (xviii) foreign exchange risk relating to the relative value of the U.S. dollar; (xix) litigation risk; (xx) failure to develop effective business resiliency plans; (xxi) failure to obtain or maintain sufficient insurance coverage on favourable economic terms; (xxii) historical financial information being not necessarily indicative of future performance; (xxiii) the market price of common shares of the Company may fluctuate widely and rapidly; (xxiv) risks relating to the Company’s investment products; (xxv) risks relating to the Company's proprietary investments; (xxvi) risks relating to the Company's lending business; (xxvii) risks relating to the Company’s brokerage business; (xxviii) those risks described under the heading "Risk Factors" in the Company’s annual information form dated February 27, 2020; and (xxix) those risks described under the headings "Managing Risk: Financial" and "Managing Risk: Non-Financial" in this MD&A. In addition, the payment of dividends is not guaranteed and the amount and timing of any dividends payable by the Company will be at the discretion of the Board of Directors of the Company and will be established on the basis of the Company’s earnings, the satisfaction of solvency tests imposed by applicable corporate law for the declaration and payment of dividends, and other relevant factors. The Forward-Looking Statements speak only as of the date hereof, unless otherwise specifically noted, and the Company does not assume any obligation to publicly update any Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

This MD&A of financial condition and results of operations, dated November 12, 2020, presents an analysis of the consolidated financial condition of the Company and its subsidiaries as at September 30, 2020, compared with December 31, 2019, and the consolidated results of operations for the three and nine months ended September 30, 2020, compared with the three and nine months ended September 30, 2019. The Board of Directors approved this MD&A on November 12, 2020. All note references in this MD&A are to the notes to the Company's September 30, 2020 unaudited interim condensed consolidated financial statements ("interim financial statements"), unless otherwise noted. The Company was incorporated under the Business Corporations Act (Ontario) on February 13, 2008.

 

PRESENTATION OF FINANCIAL INFORMATION

 

The financial statements, including the required comparative information, have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). Financial results, including related historical comparatives contained in this MD&A, unless otherwise specified herein, are based on the interim financial statements. While the Company’s functional currency is the Canadian dollar, its presentation currency has switched to US dollars effective January 1, 2020, with the prior period figures restated accordingly. We believe the US dollar better reflects the Company’s consolidated financial position and results of operations given the significance of our revenues denominated in US dollars that further increased in 2020 with the January 17, 2020 close of the Tocqueville Asset Management gold strategies acquisition (the "Acquisition"). Accordingly, all dollar references in this MD&A are in US dollars, unless otherwise specified. The use of the term "prior period" refers to the three and nine months ended September 30, 2019.

 

  4

 

 

KEY PERFORMANCE INDICATORS (NON-IFRS FINANCIAL MEASURES)

 

The Company measures the success of its business using a number of key performance indicators that are not measurements in accordance with IFRS and should not be considered as an alternative to net income (loss) or any other measure of performance under IFRS. Non-IFRS financial measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Our key performance indicators are discussed below:

 

Assets Under Management

 

Assets Under Management ("AUM") refers to the total net assets managed by the Company through its various investment product offerings, managed accounts and managed companies.

 

Net Inflows

 

Net Inflows (consisting of net sales, capital calls and fee earning capital commitments) result in changes to AUM and are described individually below:

 

Net Sales

 

Fund sales (net of redemptions), including 'at-the-market' transactions and secondary offerings of our physical trusts and new 'creations' of ETF units, are a key performance indicator as new assets being managed will lead to higher management fees and can potentially lead to increased carried interest and performance fee generation (as applicable) given that AUM is also the basis upon which carried interest and performance fees are calculated.

 

Capital calls and commitments

 

Capital calls into our lending LPs are a key source of AUM creation, and ultimately, earnings for the Company. Once capital is called into our lending LPs, it is included within the AUM of the Company as it will now earn a management fee (NOTE: it is possible for some forms of committed capital to earn a commitment fee despite being uncalled, in which case, it will also be included in AUM at that time). Conversely, once loans in our lending LPs are repaid, capital may be returned to investors in the form of a distribution, thereby reducing our AUM ("capital distributions").

 

Net Fees

 

Management fees (net of trailer and sub-advisor fees) and carried interest and performance fees (net of carried interest and performance fee payouts) are key revenue indicators as they represent the net revenue contribution after directly associated costs that we generate from our AUM.

 

Net Commissions

 

Commissions, net of commission expenses, arise primarily from the transaction based service offerings of our brokerage segment.

 

Compensation

 

Compensation excludes commissions, carried interest and performance fee payouts, which are presented net of their related revenues in this MD&A, and severance and new hire accruals which are non-recurring.

 

  5

 

 

 

EBITDA, Adjusted EBITDA, Adjusted base EBITDA and Operating margin

 

EBITDA in its most basic form is defined as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is a measure commonly used in the investment industry by management, investors and investment analysts in understanding and comparing results by factoring out the impact of different financing methods, capital structures, amortization techniques and income tax rates between companies in the same industry. While other companies, investors or investment analysts may not utilize the same method of calculating EBITDA (or adjustments thereto), the Company believes its adjusted base EBITDA metric, in particular, results in a better comparison of the Company's underlying operations against its peers and a better indicator of recurring results from operations as compared to other non-IFRS financial measures.

 

Neither EBITDA, adjusted EBITDA or adjusted base EBITDA have standardized meaning under IFRS. Consequently, they should not be considered in isolation, nor should they be used in substitute for measures of performance prepared in accordance with IFRS.

 

The following table outlines how our EBITDA, Adjusted EBITDA and Adjusted base EBITDA measures are determined:

 

         
  3 months ended 9 months ended
         
(in thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
         
Net income for the periods 8,704   4,336   20,258   8,764  
Adjustments:        
Interest expense 320   297   906   767  
Provision for income taxes 1,613   1,473   5,123   1,793  
Depreciation and amortization 992   893   3,029   2,541  
EBITDA 11,629   6,999   29,316   13,865  
         
Other adjustments:        
(Gain) loss on investments (1) (4,408 ) (600 ) (8,198 ) (367 )
Non-cash stock-based compensation 871   1,212   1,528   3,215  
Other expenses (2) 3,932   1   6,769   4,849  
Adjusted EBITDA 12,024   7,612   29,415   21,562  
         
Other adjustments:        
Carried interest and performance fees        
Carried interest and performance fee related expenses        
Adjusted base EBITDA 12,024   7,612   29,415   21,562  
Operating margin (3) 47 % 36 % 47 % 38 %

 

(1)This adjustment removes the income effects of certain gains or losses on short-term investments, co-investments, and digital gold strategies to ensure the reporting objectives of our EBITDA metric as described above are met.
   
(2)In addition to the items outlined in Note 6, Other expenses also includes severance and new hire accruals of $0.2 million for the 3 months ended (3 months ended September 30, 2019 - $0.2 million) and $1.2 million for the 9 months ended (9 months ended September 30, 2019 - $0.9 million) and excludes income attributable to non-controlling interests (see Other expenses in Note 6 of the interim financial statements).
   
(3)Calculated as adjusted base EBITDA inclusive of depreciation and amortization, and excluding income related to legacy balance sheet loans. This figure is then divided by revenues before gains (losses) on investments, net of direct costs as applicable.

 

 

 

 

 

  6

 

 

BUSINESS OVERVIEW

 

 

Our reportable operating segments are as follows:

 

 

Exchange Listed Products

 

·The Company's closed-end physical trusts and exchange traded funds ("ETFs").

 

Managed Equities

 

·The Company's alternative investment strategies managed in-house and on a sub-advised basis.

 

Lending

 

·The Company's lending and streaming activities occur through limited partnership vehicles ("lending LPs").

 

Brokerage

 

·The Company's regulated broker-dealer activities (equity origination, corporate advisory, sales and trading).

 

Corporate

 

·Provides the Company's operating segments with capital, balance sheet management and other shared services.

 

All Other Segments

 

·Contains all non-reportable segments as per IFRS 8, Operating Segments ("IFRS 8"). See Note 12 of the interim financial statements for further details.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For a detailed account of the underlying principal subsidiaries within our reportable business segments, refer to the Company's Annual Information Form and Note 2 of the annual financial statements.

 

  7

 

 

 

BUSINESS HIGHLIGHTS AND GROWTH INITIATIVES

 

Investment Performance

 

Market value appreciation of our AUM was $1.5 billion during the quarter and $3.1 billion on a year-to-date basis as precious metals prices and equity market valuations remain strong this year.

 

Other Matters

 

On September 21, 2020, the Company's common shares were added by Dow Jones Canadian Index Services to the S&P/TSX Composite Index. The TSX also added Sprott to the TSX30 as the Company now ranks among the 30 top-performing TSX stocks over a three-year period based on dividend adjusted share price appreciation.

 

 

 

 

 

 

 

 

 

 

  8

 

 

OUTLOOK

 

Exchange Listed Products

 

We expect this segment to continue benefiting from the current precious metals pricing environment as more than 99% of this segment’s AUM is directly or indirectly impacted by gold and silver price changes, net of redemptions.

 

Managed Equities

 

The Acquisition that closed on January 17, 2020 was highly accretive to operating margins and should continue to be accretive throughout the rest of this year.

 

Lending

 

·This segment’s revenues are generated primarily from two sources: management fees and co-investment income (included in finance income).

 

·Our lending strategies had $906 million in AUM at the end of the third quarter, earning a blended net management fee rate of 1.02%. We expect capital calls (net of capital distributions) in 2020 to be in excess of $100 million based on our lending team's current view of the loan market and their expectations of possible repayments.

 

Brokerage

 

We continue to anticipate higher year-over-year operating performance in this segment.

 

Corporate & Other Non-reportable Segments

 

As a result of better than expected SG&A cost containment at the corporate level and across the company, we anticipate flat-to-lower year-over-year SG&A costs and slightly lower EBITDA contribution from non-reportable segments (see “Consolidation, elimination and all other segments” column of the segment table in Note 12 of the interim financial statements).

 

COVID-19

 

The changing economic and market climate as a result of COVID-19 has led to the Company implementing its business continuity plan. Our portfolio managers, brokerage professionals, enterprise shared services teams and key outsource service providers are fully operational. While the exact impacts of COVID-19 over the short and long-term are undeterminable at the date of this report, management believes the effects of COVID-19 we have witnessed thus far, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets.

 

 

 

  9

 

 

 

SUMMARY FINANCIAL INFORMATION

 

(In thousands $) Q3
2020
  Q2
2020
  Q1
2020
  Q4
2019
  Q3
2019
  Q2
2019
  Q1
2019
  Q4
2018
 
SUMMARY INCOME STATEMENT                        
Management fees 19,934  15,825  15,125  10,685  10,577  9,962  10,195  9,979 
Carried interest and performance fees       1,811         
  less: Trailer and sub-advisor fees 291  326  154  966  50  67    29 
  less: Carried interest and performance fee payouts       86         
Net Fees 19,643  15,499  14,971  11,444  10,527  9,895  10,195  9,950 
Commissions 9,386  6,133  5,179  6,599  6,056  3,293  3,315  4,855 
  less: Commission expense 3,789  2,377  1,870  2,658  2,654  1,356  1,386  2,047 
Net Commissions 5,597  3,756  3,309  3,941  3,402  1,937  1,929  2,808 
Finance income (1) 757  656  914  2,481  2,561  3,435  2,946  3,213 
Gain (loss) on investments 4,408  8,142  (4,352) (1,252) 600  (408) 5  5,238 
Other income 914  285  113  623  91  93  77  173 
Total Net Revenues 31,319  28,338  14,955  17,237  17,181  14,952  15,152  21,382 
                         
Compensation (2) 12,281  8,256  7,588  7,368  6,892  5,457  6,306  8,450 
Compensation - severance and new hire accruals 210  358  667  157  168  650  109  29 
Placement and referral fees 522  246  86  434  114  251  58  279 
Selling, general and administrative 2,523  3,049  3,544  2,986  3,175  3,256  3,062  3,157 
Interest expense 320  350  236  269  297  226  244  236 
Depreciation and amortization 992  1,049  988  1,254  893  819  829  453 
Other expenses (gain) 4,154  2,893  (1,081) 2,376  (167) 3,051  1,038  (1,225)
Total Expenses 21,002  16,201  12,028  14,844  11,372  13,710  11,646  11,379 
           
Net Income 8,704  10,492  1,062  1,445  4,336  1,581  2,847  7,442 
Net Income per share (3) 0.36  0.43  0.04  0.06  0.18  0.06  0.12  0.31 
Adjusted base EBITDA 12,024  9,204  8,187  7,441  7,612  7,032  6,918  7,639 
Adjusted base EBITDA per share (3) 0.49  0.38  0.33  0.31  0.31  0.29  0.28  0.32 
Operating margin 47% 49% 43% 38% 36% 39% 39% 38%
                         
SUMMARY BALANCE SHEET                        
Total Assets 358,300  338,931  318,318  324,943  325,442  338,530  332,504  313,895 
Total Liabilities 81,069  70,818  65,945  53,313  51,774  68,008  54,009  40,386 
Total AUM 16,259,184  13,893,039  10,734,831  9,252,515  8,548,982  8,103,723  7,909,488  7,756,582 
Average AUM 16,705,046  13,216,415  11,007,781  8,932,651  8,608,001  7,898,334  7,887,089  7,599,173 

 

(1)Finance income includes: (1) interest income from on-balance sheet loans and brokerage client accounts; (2) co-investment income from lending LP units; and (3) ancillary income earned directly or indirectly from lending activities.

 

(2)See 'Compensation' in the key performance indicators (non-IFRS financial measures) section of this MD&A.

 

(3)Per share amounts for periods before May 28, 2020 reflect retrospective treatment of the 10:1 share consolidation.

 

  10

 

 

 

 

SUMMARY MANAGEMENT FEE BREAKDOWN

 

Below is a detailed list of management fee rates on our fund products as at September 30, 2020 (in millions $):

  

FUND AUM  

BLENDED NET

MANAGEMENT
FEE RATE 

CARRIED INTEREST &

PERFORMANCE FEE

CRITERIA 

         
Exchange Listed Products        
Sprott Physical Gold Trust 4,705   0.35 %       N/A (1)
Sprott Physical Gold and Silver Trust 4,216   0.40 %       N/A (1)
Sprott Physical Silver Trust 2,095   0.45 %       N/A (1)
Sprott Gold Miner's ETF 279   0.35 %       N/A (1)
Sprott Physical Platinum & Palladium Trust 115   0.50 %       N/A (1)
Sprott Jr. Gold Miner's ETF 102   0.35 %       N/A (1)
Total 11,512        0.39 %  
         
Managed Equities: Precious Metals Strategies  
Sprott Gold Equity Fund 1,258   0.75 %       N/A
Institutional Accounts 322   0.55 %       0-20% of all net profits in excess of the HWM
Bullion Funds (2) 234   0.27 %       N/A
Fixed Term Limited Partnerships 233   1.70 %       15-30% over preferred return
Corporate Class Funds (2) 202   0.69 %       5% excess over applicable benchmark indices
Gold and Precious Minerals Fund (2) 132   0.89 %       5% excess over applicable benchmark indices
Sprott Hathaway Special Situations Fund 66   1.50 %       20% of net profits over preferred return
Total 2,447   0.79 %  
         
Managed Equities: Other      
Sprott U.S. Value Strategies 209   1.00 %       N/A
Flow-through LPs (2) 87   0.70 %       10% of all net profits in excess of the HWM
Legacy Managed Accounts (3) 16   1.00 %       N/A
Total 312   0.92 %  
            
Lending        
Sprott private resource lending LPs 906   1.02 %       15-70% of net profits over preferred return
         
Other        
Managed Companies (4) 617   0.50 %       20% of net profits over preferred return
Separately Managed Accounts (5) 465   0.61 %       20% of net profits over preferred return
Total 1,082   0.55 %  
         
Total AUM 16,259   0.51 %  
         
(1) Exchange listed products do not generate performance fees, however the management fees they generate are closely correlated to precious metals prices.
(2) Management fee rate represents the net amount received by the Company.
(3) Institutional managed accounts.
(4) Includes Sprott Korea Corp.
(5) Includes our private equity strategy in Sprott Asia and high net worth discretionary managed accounts in the U.S.

  

  11

 

 

 

RESULTS OF OPERATIONS

 

AUM SUMMARY

 

AUM was $16.3 billion as at September 30, 2020, up $2.4 billion (17%) from June 30, 2020 and up $7 billion (76%) from December 31, 2019. On a three and nine months ended basis, we benefited from strong market value appreciation across most of our fund products. We also benefited from strong inflows in our physical trusts that more than offset the anticipated redemption experience in our precious metals strategies post-Acquisition (the Acquisition added $1.7 billion of AUM at time of closing). We also benefited from new capital calls (net of distributions) and commitment fee earning assets being added to our lending platform on a year-to-date basis.

 

3 months results

 

(In millions $) AUM
Jun. 30, 2020
Net
Inflows
(1)
Market
Value
Changes
Other (2) AUM
Sep. 30, 2020
Exchange Listed Products            
   - Physical Trusts 9,181 890 1,060 11,131  
   - ETFs 328 27 26 381  
  9,509 917 1,086 11,512  
             
Managed Equities            
   - Precious Metals Strategies 2,279 (57) 225 2,447  
   - Other 277 19 16 312  
  2,556 (38) 241 2,759  
             
Lending 893 17 18 (22) 906 (3)
             
Other 935 147 1,082  
             
Total 13,893 896 1,492 (22) 16,259  
             
(1) See 'Net Inflows' in the key performance indicators (non-IFRS financial measures) section of this MD&A.  
(2) Includes new AUM from fund acquisitions and lost AUM from fund divestitures and capital distributions of our lending LPs.  
(3) $1.2 billion of committed capital remains uncalled, of which $0.5 billion earns a commitment fee (AUM), and $0.7 billion does not (future AUM).

 

9 months results

 

(In millions $) AUM
Dec. 31, 2019

Net
Inflows (1)

Market
Value
Changes
Other (2) AUM
Sep. 30, 2020
Exchange Listed Products            
   - Physical Trusts 6,579 2,551 2,001 11,131  
   - ETFs 252 46 83 381  
  6,831 2,597 2,084 11,512  
             
Managed Equities            
   - Precious Metals Strategies 601 (649) 754 1,741 2,447  
   - Other 350 16 (54) 312  
  951 (633) 700 1,741 2,759  
             
Lending 783 166 23 (66) 906 (3)
             
Other 688 139 255 1,082  
             
Total 9,253 2,269 3,062 1,675 16,259  
             
(1) See 'Net Inflows' in the key performance indicators (non-IFRS financial measures) section of this MD&A.  
(2) Includes new AUM from fund acquisitions and lost AUM from fund divestitures and capital distributions of our lending LPs.  
(3) $1.2 billion of committed capital remains uncalled, of which $0.5 billion earns a commitment fee (AUM), and $0.7 billion does not (future AUM).

 

  12

 

 

 

KEY REVENUE LINES                    

 

Management fees were $19.9 million in the quarter, up $9.4 million (88%) from the prior period and were $50.9 million on a year-to-date basis, up $20.2 million (66%). Net fees were $19.6 million in the quarter, up $9.1 million (87%) from the prior period and were $50.1 million on a year-to-date basis, up $19.5 million (64%). The increase in the quarter and on a year-to-date basis was due to strong net inflows in our exchange listed products segment and the Acquisition in our managed equities segment. We also benefited from higher fees in our lending segment as we continue to grow AUM in this area.

 

     

 

Commission revenues were $9.4 million in the quarter, up $3.3 million (55%) from the prior period and were $20.7 million on a year-to-date basis, up $8 million (63%). Net Commissions were $5.6 million in the quarter, up $2.2 million (65%) from the prior period and were $12.7 million on a year-to-date basis, up $5.4 million (74%). The increase in the quarter and on a year-to-date basis was due to strong equity origination, sales and trading activities in our brokerage segment.

 

Finance Income was $0.8 million in the quarter, down $1.8 million (70%) from the prior period and was $2.3 million on a year-to-date basis, down $6.6 million (74%). Finance income primarily includes interest income from legacy loans, interest income from our co-investments in LP units and other ancillary income earned directly or indirectly from lending activities. Lower finance income in the quarter and on a year-to-date basis was primarily due to the repayment of legacy balance sheet loans and higher capital distribution levels in our lending LPs in 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  13

 

 

 

KEY EXPENSE LINES

 

Compensation was $12.3 million in the quarter, up $5.4 million (78%) from the prior period and was $28.1 million on a year-to-date basis, up $9.5 million (51%). The increase in the quarter and on a year-to-date basis was primarily due to higher salaries from new hires related to the Acquisition and higher AIP on increased revenues and earnings across the Company. These increases were partially offset by lower LTIP amortization.

 

 

 

 

 

SG&A was $2.5 million in the quarter, down $0.7 million (21%) from the prior period and was $9.1 million on a year-to-date basis, down $0.4 million (4%). The decrease in the quarter and on a year-to-date basis was the result of lower marketing and sales costs relating to travel restrictions due to COVID-19.

 

EARNINGS 

 

Net income was $8.7 million in the quarter, up $4.4 million from the prior period and was $20.3 million on a year-to-date basis, up $11.5 million. Adjusted base EBITDA was $12 million in the quarter, up $4.4 million (58%) from the the prior period and was $29.4 million on a year-to-date basis, up $7.9 million (36%).

 

During the quarter and on a year-to-date basis, we benefited from increased fees due to strong inflows and precious metals price appreciation in our exchange listed products segment and from the Acquisition in our managed equities segment. We also benefited from increased commission revenues in our brokerage segment. These increases more than offset lower finance income in our lending segment and higher compensation on increased revenues and earnings across the Company.

 

ADDITIONAL REVENUES AND EXPENSES 

 

Investments gains were mainly due to market value appreciation of certain equity holdings and co-investments.

 

Other income was higher mainly due to the consolidation of certain feeder funds. Interest expense was largely flat from the prior period.

 

Placement and referral fees were higher mainly due to referral fees paid on higher placement activity in our brokerage segment.

 

Amortization of intangibles was flat from the prior period. Depreciation of property and equipment was higher from the prior period mainly due to increased depreciation expense related to a new lease attributable to the Acquisition.

 

Other expenses were higher primarily due to the increase in contingent consideration related to the Acquisition.

 

BALANCE SHEET                

 

Total Assets were $358.3 million, up $33.4 million (10%) from December 31, 2019. The increase was primarily due to the increase in intangible assets related to the Acquisition.

 

Total Liabilities were $81.1 million, up $27.8 million (52%) from December 31, 2019. The increase was primarily due to the accrual of contingent consideration related to the Acquisition and accrued liabilities related to non-controlling interests.

 

Total Shareholder's Equity was $277.2 million, up $5.6 million (2%) from December 31, 2019.

 

  14

 

 

 

 

REPORTABLE OPERATING SEGMENTS

 

Exchange Listed Products

 

         
  3 months ended 9 months ended
         
         
(In thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
SUMMARY INCOME STATEMENT        
Management fees 11,208   6,442   26,221   17,907  
Other income 1   26   9   26  
Total Revenues 11,209   6,468   26,230   17,933  
         
Compensation 1,488   1,026   3,721   2,687  
Selling, general and administrative 464   647   1,677   2,095  
Interest expense 64   254   262   623  
Depreciation and amortization 237   238   698   713  
Other expenses (gain) 147   (175 ) (509 ) 335  
Total Expenses 2,400   1,990   5,849   6,453  
         
Income before income taxes 8,809   4,478   20,381   11,480  
Adjusted base EBITDA 9,396   4,994   21,066   13,413  
Operating margin 82 % 76 % 79 % 74 %
         
Total AUM 11,512,310   6,558,970   11,512,310   6,558,970  
Average AUM 11,919,859   6,580,627   9,290,867   6,102,108  

 

3 and 9 months ended

 

Income before income taxes was $8.8 million in the quarter, up $4.3 million (97%) from the prior period and was $20.4 million on a year-to-date basis, up $8.9 million (78%). Adjusted base EBITDA was $9.4 million in the quarter, up $4.4 million (88%) from the prior period and was $21.1 million on a year-to-date basis, up $7.7 million (57%). Our three and nine months ended results benefited from higher average AUM given strong inflows and market value appreciation which more than offset higher compensation.

 

  15

 

 

 

Managed Equities

 

  3 months ended 9 months ended
(In thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
SUMMARY INCOME STATEMENT        
Management fees 5,941   1,986   14,720   5,804  
    less: Trailer and sub-advisor fees 316   83   862   213  
Net Fees 5,625   1,903   13,858   5,591  
Gain on investments 4,240   902   8,084   2,382  
Other income 202   344   558   520  
Total Net Revenues 10,067   3,149   22,500   8,493  
         
Compensation 2,498   935   6,077   3,516  
Selling, general and administrative 341   517   1,370   1,263  
Interest expense 172     486    
Depreciation and amortization 53   52   154   161  
Other expenses 3,095   30   2,320   180  
Total Expenses 6,159   1,534   10,407   5,120  
         
Income before income taxes 3,908   1,615   12,093   3,373  
Adjusted base EBITDA 3,141   899   7,474   2,376  
Operating margin 53 % 38 % 51 % 36 %
         
Total AUM 2,758,676   850,583   2,758,676   850,583  
Average AUM 2,874,082   876,811   2,620,610   837,257  

 

3 and 9 months ended

 

Income before income taxes was $3.9 million in the quarter, up $2.3 million from the prior period and was $12.1 million on a year-to-date basis, up $8.7 million. Adjusted base EBITDA was $3.1 million in the quarter, up $2.2 million from the prior period and was $7.5 million on a year-to-date basis, up $5.1 million. Our three and nine months ended results benefited from increased management fees from the Acquisition and improved equity valuations in our funds, which more than offset higher compensation.

 

  16

 

 

 

Lending

 

  3 months ended 9 months ended
(In thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
SUMMARY INCOME STATEMENT        
Management fees 2,221   1,426   7,168   4,258  
         
         
         
Finance income (1) 757   2,205   2,209   7,701  
Gain (loss) on investments (451 ) 488   (25 ) (1,051 )
Other income 8   7   83   21  
Total Revenues 2,535   4,126   9,435   10,929  
         
Compensation 1,323   1,407   4,354   3,749  
Placement and referral fees 123   8   151   29  
Selling, general and administrative 194   179   569   555  
Interest expense 5   5   11   31  
Depreciation and amortization   27   52   80  
Other expenses (gain) 481   (454 ) (789 ) 653  
Total Expenses 2,126   1,172   4,348   5,097  
         
Income before income taxes 409   2,954   5,087   5,832  
Adjusted base EBITDA 1,522   2,359   4,849   8,266  
Operating margin 60 % 33 % 57 % 52 %
         
Total AUM (2) 905,844   442,242   905,844   442,242  
Average AUM 898,030   477,875   857,369   476,662  

 

(1) Includes: (1) co-investment income from lending LP units held as part of our co-investment portfolio; and (2) interest income from on-balance sheet loans in the prior period.

 

(2) $1.2 billion of committed capital remains uncalled, of which $0.5 billion earns a commitment fee (AUM), and $0.7 billion does not (future AUM).

 

3 and 9 months ended

 

Income before income taxes was $0.4 million in the quarter, down $2.5 million (86%) from the prior period and was $5.1 million on a year-to-date basis, down $0.7 million (13%). Adjusted base EBITDA was $1.5 million in the quarter, down $0.8 million (35%) from the prior period and was $4.8 million on a year-to-date basis, down $3.4 million (41%). Our three and nine months ended results were primarily impacted by lower finance income on higher capital distribution levels in 2019 and the full repayment of legacy loans in the third quarter of 2019. Lower finance income more than offset increased management fees in the period.

 

  17

 

 

 

Brokerage

 

         
  3 months ended 9 months ended
         
(In thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
SUMMARY INCOME STATEMENT        
Commissions 9,198   5,720   19,823   12,219  
    less: Commission expense 3,789   2,627   8,036   5,374  
Net Commissions 5,409   3,093   11,787   6,845  
Management fees 557   345   1,282   940  
Finance income   356   118   1,241  
Gain (loss) on investments 433   (341 ) 1,585   (278 )
Other income 3   22   78   60  
Total Net Revenues 6,402   3,475   14,850   8,808  
         
Compensation (1) 1,790   1,758   4,824   5,208  
Placement and referral fees 344   86   505   318  
Selling, general and administrative 957   1,148   3,120   3,464  
Interest expense 10   14   33   45  
Depreciation and amortization 130   137   388   355  
Other expenses (gain) 58   18   166   (27 )
Total Expenses 3,289   3,161   9,036   9,363  
         
Income (loss) before income taxes 3,113   314   5,814   (555 )
Adjusted base EBITDA 3,030   1,410   5,530   1,586  
Operating margin 57 % 37 % 48 % 16 %

 

(1) Compensation is presented excluding commission expense, which is reported net of commission revenue.

 

3 and 9 months ended

 

Income before income taxes was $3.1 million in the quarter, up $2.8 million from the prior period and was $5.8 million on a year-to-date basis, up $6.4 million. Adjusted base EBITDA was $3 million in the quarter, up $1.6 million from the prior period and was $5.5 million on a year-to-date basis, up $3.9 million. Our three and nine months ended results benefited from strong equity origination, sales and trading activities.

 

  18

 

 

 

Corporate

 

This segment is primarily a cost centre that provides capital, balance sheet management and shared services to the Company's subsidiaries.

 

         
  3 months ended 9 months ended
         
(In thousands $) Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
SUMMARY INCOME STATEMENT        
Gain (loss) on investments 315   59 (558 ) (557 )
Other income 25   23   66   45  
Total Revenues 340   82 (492 ) (512 )
         
Compensation 4,660   1,563   9,101   3,816  
Selling, general and administrative 264   329   1,368   1,556  
Interest expense 69   24   114   68  
Depreciation and amortization 562   432   1,714   1,211  
Other expenses 47   233 947   324  
Total Expenses 5,602   2,581   13,244   6,975  
         
Income (loss) before income taxes (5,262 ) (2,499 ) (13,736 ) (7,487 )
Adjusted base EBITDA (4,590 ) (1,744 ) (9,757 ) (5,245 )

 

3 and 9 months ended

 

Net investments gains and losses were due to market value fluctuations of certain equity holdings.

 

Compensation increased primarily due to the Acquisition and higher AIP accruals on increased revenue and earnings generation.

 

SG&A decreased due to our ongoing multi-year cost containment program.

 

Higher amortization was due to increased depreciation expense due to a new lease.

 

Other expenses were primarily due to FX translation movements (CAD-to-USD).

 

  19

 

 

Dividends

 

The following dividends were declared by the Company during the nine months ended September 30, 2020:

 

Record date Payment Date Cash dividend
per share (1)
Total dividend amount
(in thousands $)
March 9, 2020 - Regular Dividend Q4 2019 March 24, 2020 CAD$0.30 5,387  
May 19, 2020 - Regular Dividend Q1 2020 June 3, 2020 CAD$0.30 5,560  
August 17, 2020 - Regular Dividend Q2 2020 September 1, 2020 US$0.23 5,915  
Dividends (2)     16,862  

  

(1)Dividends per share in this MD&A for periods before May 28 reflect retrospective treatment of the 10:1 share consolidation.

 

(2)Subsequent to quarter-end, on November 12, 2020, a regular dividend was declared and increased to US$0.25 per common share for the quarter ended September 30, 2020. This dividend is payable on December 8, 2020 to shareholders of record at the close of business on November 23, 2020.

 

Capital Stock

 

On May 28, 2020, the Company successfully completed a 10:1 common share consolidation. Shareholders received 1 post-consolidation share for every 10 pre-consolidation shares. All information pertaining to shares and per-share amounts in this MD&A for periods before May 28 reflect retrospective treatment of this share consolidation.

 

Including the 1 million unvested common shares currently held in the EPSP Trust (December 31, 2019 - 0.9 million), total capital stock issued and outstanding was 25.5 million (December 31, 2019 - 25.3 million).

 

Earnings per share for the current and prior periods have been calculated using the weighted average number of shares outstanding during the respective periods. Basic earnings per share was $0.36 for the quarter and $0.83 on a year-to-date basis compared to $0.18 and $0.36 in the prior periods respectively. Diluted earnings per share was $0.34 in the quarter and $0.79 on a year-to-date basis compared to $0.17 and $0.34 in the prior periods respectively. Diluted earnings per share reflects the dilutive effect of in-the-money stock options, unvested shares held in the EPSP Trust and outstanding restricted stock units.

 

A total of 177,500 stock options are outstanding pursuant to our stock option plan, all of which are exercisable.

 

  20

 

 

Liquidity and Capital Resources

 

As at September 30, 2020, the Company had $17.4 million (December 31, 2019 - $15.3 million) outstanding on its credit facility, $3.7 million of which is due within 12 months and $13.7 million is due after 12 months (December 31, 2019 - $3.8 million and $11.5 million respectively).

 

The Company has a 5 year, CAD$90 million credit facility with a major Canadian schedule I chartered bank. The facility consists of a CAD$25 million term loan and a CAD$65 million revolving line of credit. Amounts may be borrowed under the facility through prime rate loans or bankers’ acceptances. Amounts may also be borrowed in US dollars through base rate loans. In 2019, the Company drew CAD$25 million on the term loan portion of the credit facility to avoid its expiry and to partially fund anticipated growth in the business over the next 12-18 months. As at September 30, 2020, the Company was in compliance with all covenants, terms and conditions under the credit facility. Key terms under the credit facility are noted below:

 

Structure

 

·5-year, CAD$65 million revolver with "bullet maturity" December 31, 2022

 

·5-year, CAD$25 million term loan with 5% of principal amortizing quarterly, with the remaining balance maturing on December 31, 2022

 

Interest Rate

 

·Prime rate + 0 bps or;

 

·Banker Acceptance Rate + 170 bps

 

Covenant Terms

 

·Minimum AUM: CAD$8.2 billion

 

·Debt to EBITDA less than 2.5:1

 

·EBITDA to interest expense more than 2.5:1

 

Commitments

 

Besides the Company's long-term lease agreements, there are commitments to make co-investments in lending LPs arising from our lending segment or commitments to make investments in the net investments portfolio of the Company. As at September 30, 2020, the Company had $6.1 million in co-investment commitments from the lending segment (December 31, 2019 - $6.6 million).

 

  21

 

 

Significant Accounting Judgments, Estimates and Changes in Accounting Policies

 

The interim financial statements have been prepared in accordance with IFRS standards in effect as at September 30, 2020, specifically, IAS 34 Interim Financial Reporting.

 

Compliance with IFRS requires the Company to exercise judgment, make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may vary. Except as otherwise noted, significant accounting judgments and estimates are described in Note 2 of the December 31, 2019 annual audited financial statements and have been applied consistently to the interim financial statements as at and for the three and nine months ended September 30, 2020.

 

Change in presentation currency

 

Effective January 1, 2020, the Company changed its presentation currency from Canadian to US dollars to better reflect the Company's business activities, given the significance of our revenues denominated in US dollars that further increased in 2020 with the January 17, 2020 close of the Acquisition.

 

The Company followed the guidance of IAS 21 Effects of Changes in Foreign Exchange Rates ("IAS 21") and have applied the change retroactively. As a result, the Company has restated prior year comparatives, including the January 1 opening balance sheet as required by IFRS 1 First-time Adoption of International Financial Reporting Standards ("IFRS 1"). The change in presentation currency had the following effect:

 

·Assets and liabilities have been translated at the exchange rate on the respective reporting dates;

 

·Equity transactions have been translated at the historical exchange rate at the date of the transaction;

 

·The statements of operations has been translated at the average exchange rate on the respective reporting dates;

 

·Exchange differences arising on translation are presented in the Accumulated other comprehensive loss line in shareholders' equity on the balance sheet.

 

Contingent consideration

 

The Acquisition necessitated the recognition of contingent consideration for the amounts payable in cash and shares under the terms of the purchase agreement. The cash settled portion of the contingent consideration has been measured at the closing date fair value, based on management’s estimate of the level of future revenue obtained from the contracts over the contingent consideration measurement period. The equity settled portion of the contingent consideration has been measured at its grant date fair value in accordance with the requirements of IFRS 2 Share-based Payment. The key judgments utilized in the estimation of the contingent consideration were fund flow assumptions. As at September 30, 2020, the contingent consideration was updated to reflect current estimates with the resulting adjustment recorded in other expenses.

 

  22

 

 

Managing Risk: Financial

 

COVID-19 risk

 

The changing economic and market climate as a result of COVID-19 has led to the Company implementing its business continuity plan. Our portfolio managers, brokerage professionals, enterprise shared services teams and key outsource service providers are fully operational. While the exact impacts of COVID-19 over the short and long-term are undeterminable at the date of this report, management believes the effects of COVID-19 we have witnessed thus far, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets.

 

Market risk

 

The Company separates market risk into three categories: price risk, interest rate risk and foreign currency risk.

 

Price risk

 

Price risk arises from the possibility that changes in the price of the Company's on and off-balance sheet assets and liabilities will result in changes in carrying value or recoverable amounts. The Company's revenues are also exposed to price risk since management fees, carried interests and performance fees are correlated with AUM, which fluctuates with changes in the market values of the assets in the funds and managed accounts managed by the Company.

 

Interest rate risk

 

Interest rate risk arises from the possibility that changes in interest rates will adversely affect the value of, or cash flows from, financial instrument assets. The Company’s earnings, particularly through its lending segment, are exposed to volatility as a result of sudden changes in interest rates. Management takes into account a number of factors and is committed to several processes to ensure that this risk is appropriately managed.

 

Foreign currency risk

 

The Company enters into transactions that are denominated primarily in US dollar and Canadian dollar. Foreign currency risk arises from foreign exchange rate movements that could negatively impact either the carrying value of financial assets and liabilities or the related cash flows which are denominated in currencies other than the functional currency of the Company and its subsidiaries. The Company may employ certain hedging strategies to mitigate foreign currency risk.

 

Credit risk

 

Credit risk is the risk that a borrower will not honor its commitments and a loss to the Company may result. Credit risk generally arises in the Company's investments portfolio.

 

Investments

 

The Company incurs credit risk when entering into, settling and financing transactions with counterparties. Management takes into account a number of factors and is committed to several processes to ensure that this risk is appropriately managed.

 

Other

 

The majority of accounts receivable relate to management fees, carried interest and performance fees receivable from the funds, managed accounts and managed companies managed by the Company. These receivables are short-term in nature and any credit risk associated with them is managed by dealing with counterparties that the Company believes to be creditworthy and by actively monitoring credit exposure and the financial health of the counterparties.

 

  23

 

 

Liquidity risk

 

Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. The Company's exposure to liquidity risk is minimal as it maintains sufficient levels of liquid assets to meet its obligations as they come due. Additionally, the Company has access to a CAD$90 million committed line of credit with a major Canadian schedule I chartered bank. As part of its cash management program, the Company primarily invests in short-term debt securities issued by the Government of Canada with maturities of less than three months.

 

The Company's exposure to liquidity risk as it relates to our co-investments in lending LPs arises from fluctuations in cash flows from making capital calls and receiving capital distributions. The Company manages its loan co-investment liquidity risk through the ongoing monitoring of scheduled capital calls and distributions ("match funding") and through its broader treasury risk management program and enterprise capital budgeting.

 

Financial liabilities, including accounts payable and accrued liabilities and compensation and employee bonuses payable, are short-term in nature and are generally due within a year.

 

The Company's management team is responsible for reviewing resources to ensure funds are readily available to meet its financial obligations as they come due, as well as ensuring adequate funds exist to support business strategies and operations growth. The Company manages liquidity risk by monitoring cash balances on a daily basis and through its broader treasury risk management program. To meet any liquidity shortfalls, actions taken by the Company could include: slowing its co-investment activities; adjust or otherwise temporarily suspend AIPs; cut or temporarily suspend its dividend; drawing on the line of credit; liquidating net investments; and/or issuing common shares.

 

Concentration risk

 

A significant portion of the Company's AUM as well as its investments are focused on the natural resource sector, and in particular, precious metals related investments and transactions. In addition, from time-to-time, certain investment may be concentrated to a material degree in a single position or group of positions. Management takes into account a number of factors and is committed to several processes to ensure that this risk is appropriately managed.

 

Disclosure Controls and Procedures ("DC&P") and Internal Control over Financial Reporting ("ICFR")

 

Management is responsible for the design and operational effectiveness of DC&P and ICFR in order to provide reasonable assurance regarding the disclosure of material information relating to the Company. This includes information required to be disclosed in the Company's annual filings, interim filings and other reports filed under securities legislation, as well as the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

Consistent with National Instrument 52-109, the Company's CEO and CFO evaluate quarterly the DC&P and ICFR. As at September 30, 2020, the Company's CEO and CFO concluded that the Company's DC&P and ICFR were properly designed and were operating effectively. In addition, there were no material changes to ICFR during the quarter, and the implementation of our business continuity plan as a result of COVID-19 has not prevented the normal function of our internal controls.

 

Managing Risk: Non-financial

 

For details around other risks managed by the Company (e.g. confidentiality of information, conflicts of interest, etc.) refer to the Company's annual report as well as the Annual Information Form available on SEDAR at www.sedar.com.

 

 

Additional information relating to the Company, including the Company's Annual Information Form is available on SEDAR at www.sedar.com

  24

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Statements

 

Three and nine months ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

  25

 

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

         
As at   Sep. 30 Dec. 31 Jan. 1
(In thousands of US dollars)   2020 2019 2019
         
Assets     (Note 2) (Note 2)
Current        
Cash and cash equivalents   49,889    54,748    34,637   
Fees receivable   9,964    8,682    6,330   
Loans receivable   —    —    11,197   
Short-term investments (Notes 3 & 9) 13,123    17,495    19,580   
Other assets (Note 6) 9,054    12,980    7,893   
Income taxes recoverable   1,235    1,439    1,744   
Total current assets   83,265    95,344    81,381   
         
Loans receivable   —    —    15,207   
Co-investments (Note 4 & 9) 67,378    55,595    56,894   
Other assets (Note 6 & 9) 21,109    20,276    19,175   
Property and equipment, net   15,773    16,230    16,392   
Intangible assets (Note 5) 148,951    114,078    108,726   
Goodwill (Note 5) 19,149    19,149    19,149   
Deferred income taxes (Note 8) 2,675    4,271    4,322   
    275,035    229,599    239,865   
Total assets   358,300    324,943    321,246   
         
Liabilities and shareholders' equity        
Current        
Accounts payable and accrued liabilities   35,917    23,618    32,106   
Compensation payable   10,387    6,912    6,939   
Obligations related to securities sold short   —    —    187   
Loan facility (Note 13) 3,704    3,829    —   
Income taxes payable   3,575    807    445   
Total current liabilities   53,583    35,166    39,677   
Other accrued liabilities   10,524    4,247    5,769   
Loan facility (Note 13) 13,658    11,486    —   
Deferred income taxes (Note 8) 3,304    2,414    2,291   
Total liabilities   81,069    53,313    47,737   
         
Shareholders' equity        
Capital stock (Note 7) 412,461    407,900    407,775   
Contributed surplus (Note 7) 46,870    43,160    42,964   
Deficit   (104,826)   (108,222)   (95,422)  
Accumulated other comprehensive loss   (77,274)   (71,208)   (81,808)  
Total shareholders' equity   277,231    271,630    273,509   
Total liabilities and shareholders' equity   358,300    324,943    321,246   
         
Commitments and provisions (Note 14)      
         
The accompanying notes form part of the consolidated financial statements      
       

"Ron Dewhurst" "Sharon Ranson, FCPA, FCA"  
Director Director  
     

  26

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

 

               
    For the three months ended  For the nine months ended 
               
    Sep. 30  Sep. 30  Sep. 30  Sep. 30 
(In thousands of US dollars, except for per share amounts) 2020  2019  2020  2019 
               
         (Note 2)       (Note 2) 
Revenues                  
Management fees    19,934   10,577   50,884   30,734 
Commissions    9,386   6,056   20,698   12,664 
Finance income    757   2,561   2,327   8,942 
Gain on investments (Note 3 & 4)  4,408   600   8,198   197 
Other income (Note 6)  914   91   1,312   261 
Total revenue    35,399   19,885   83,419   52,798 
                   
Expenses                  
Compensation    14,869   8,083   34,563   20,850 
Stock-based compensation (Note 7)  1,411   1,631   2,833   4,128 
Trailer and sub-advisor fees    291   50   771   117 
Placement and referral fees    522   114   854   423 
Selling, general and administrative    2,523   3,175   9,116   9,493 
Interest expense    320   297   906   767 
Amortization of intangibles (Note 5)  219   221   645   658 
Depreciation of property and equipment    773   672   2,384   1,883 
Other expenses (Note 6)  4,154   (167)  5,966   3,922 
Total expenses    25,082   14,076   58,038   42,241 
Income before income taxes for the period    10,317   5,809   25,381   10,557 
Provision for income taxes (Note 8)  1,613   1,473   5,123   1,793 
Net income for the period    8,704   4,336   20,258   8,764 
Net Income per share:                  
Basic(1) (Note 7) $0.36  $0.18  $0.83  $0.36 
Diluted(1) (Note 7) $0.34  $0.17  $0.79  $0.34 
                   
Net income for the period    8,704   4,336   20,258   8,764 
Other comprehensive income (loss)                  
Items that may be reclassified subsequently to profit or loss                  
Foreign currency translation gain (loss) on foreign operations (taxes of $Nil)    5,129   3,119   (6,066)  7,105 
Total other comprehensive income (loss)    5,129   3,119   (6,066)  7,105 
Comprehensive income    13,833   7,455   14,192   15,869 
                   
The accompanying notes form part of the consolidated financial statements                

 

(1) Amounts reflect retrospective application of the May 28, 2020 share consolidation (see Note 7).

 

  27

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

 

(In thousands of US dollars, other than number of shares)  

Number of
Shares
Outstanding (1)

  Capital
Stock
  Contributed
Surplus
  Deficit   Accumulated
Other
Comprehensive
Income
  Total
Equity
 
                           
At Dec. 31, 2019   24,417,639   407,900    43,160    (108,222 ) (71,208 ) 271,630  
Shares acquired for equity incentive plan (Note 7) (128,304 ) (2,514 ) —    —      (2,514 )
Issuance of share capital on purchase of management contracts (Note 7) 104,720   2,500        —      2,500  
Share-based contingent consideration related to the Acquisition (Note 7)   —    4,879    —      4,879  
Shares released on vesting of equity incentive plan (Note 7) 10,084   288    (288 ) —       
Issuance of share capital on exercise of stock options (Note 7) 150,000   5,159    (2,655 )         2,504  
Shares acquired and canceled under normal course issuer bid (Note 7) (112,343 ) (2,024 ) —    —      (2,024 )
Foreign currency translation gain (loss) on foreign operations     —    —    —    (6,066 ) (6,066 )
Stock-based compensation (Note 7)   —    2,833    —      2,833  
Issuance of share capital on conversion of RSUs and other share based considerations (Note 7) 53,810   1,059   (1,059 ) —       
Dividends declared (Note 10) 4,170   93     (16,862 )   (16,769 )
                         
Net income         20,258     20,258  
Balance, Sep. 30, 2020   24,499,776   412,461   46,870   (104,826 ) (77,274 ) 277,231  
                           
At Dec. 31, 2018 (Note 2) 24,306,233   407,775   42,964   (95,422)   (81,808)   273,509  
Shares acquired for equity incentive plan   (149,812 ) (4,185 )       (4,185 )
Shares released on vesting of equity incentive plan   91,513   1,661   (1,661 )      
Foreign currency translation gain (loss) on foreign operations           7,105   7,105  
Stock-based compensation       4,128       4,128  
Issuance of share capital on conversion of RSUs and other share based considerations   76,573   1,549   (143 )     1,406  
Dividends declared   4,418   109     (17,167 )   (17,058 )
                           
Net income         8,764     8,764  
Balance, Sep. 30, 2019 (Note 2) 24,328,925   406,909   45,288   (103,825 ) (74,703 ) 273,669  

 

The accompanying notes form part of the consolidated financial statements            

 

(1) Amounts reflect retrospective application of the May 28, 2020 share consolidation (see Note 7).

 

  28

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

       
    For the nine months ended
       
    Sep. 30 Sep. 30
(In thousands of US dollars)   2020 2019
       
Operating Activities     (Note 2)
Net income for the period   20,258    8,764  
Add (deduct) non-cash items:      
Loss (gain) on net proprietary investments   (8,198 ) (197 )
Stock-based compensation   2,833   4,128  
Depreciation and amortization of property, equipment and intangible assets   3,029   2,541  
Deferred income tax expense   2,436   820  
Current income tax expense   2,687   973  
Other items   (936 ) 414  
Income taxes paid   —    (1,898 )
Changes in:      
Fees receivable   (1,282 ) (337 )
Loans receivable   —    24,229  
Other assets   3,093   (1,086 )
Accounts payable, accrued liabilities and compensation payable   4,004   (10,081 )
Cash provided by (used in) operating activities   27,924   28,270  
       
Investing Activities      
Purchase of investments   (15,535 ) (23,093 )
Sale of investments   15,536   36,646  
Purchase of property and equipment   (374 ) (2,982 )
Purchase of management contracts   (12,500 ) —   
Cash provided (used in) investing activities   (12,873 ) 10,571  
       
Financing Activities      
Acquisition of common shares for equity incentive plan   (2,514 ) (4,185 )
Acquisition of common shares under normal course issuer bid   (2,024 ) —   
Issuance of shares under stock options plan   2,504   —   
Repayment of lease liabilities   (1,401 ) (1,179 )
Contributions from non-controlling interests   2,395   —   
Net advances from loan facility   2,294   15,974  
Dividends paid   (16,769 ) (17,058 )
Cash provided by (used in) financing activities   (15,515 ) (6,448 )
Effect of foreign exchange on cash balances   (4,395 ) 470  
Net increase (decrease) in cash and cash equivalents during the period   (4,859 ) 32,863  
Cash and cash equivalents, beginning of the year   54,748   34,637  
Cash and cash equivalents, end of the period   49,889   67,500  
Cash and cash equivalents:      
Cash   44,467   63,517  
Short-term deposits   5,422   3,983  
    49,889   67,500  
       
The accompanying notes form part of the consolidated financial statements      

 

  29

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

1CORPORATE INFORMATION

 

 

Sprott Inc. (the "Company") was incorporated under the Business Corporations Act (Ontario) on February 13, 2008. Its registered office is at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario M5J 2J1.

 

 

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

Statement of compliance

 

The interim condensed consolidated financial statements have been prepared in accordance with IFRS standards in effect as at September 30, 2020, specifically, IAS 34 Interim Financial Reporting.

 

Compliance with IFRS requires the Company to exercise judgment and make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may vary. Except as otherwise noted, significant accounting judgments and estimates are described in Note 2 of the December 31, 2019 annual audited financial statements and have been applied consistently to the interim financial statements as at and for the three and nine months ended September 30, 2020.

 

Basis of presentation

 

These interim financial statements have been prepared on a going concern basis and on a historical cost basis, except for financial assets and financial liabilities classified as fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"), both of which have been measured at fair value. The financial statements are presented in US dollars and all values are rounded to the nearest thousand ($000), except when indicated otherwise.

 

Principles of consolidation

 

These interim financial statements of the Company are prepared on a consolidated basis so as to include the accounts of all limited partnerships and corporations the Company is deemed to control under IFRS. Controlled limited partnerships and corporations ("subsidiaries") are consolidated from the date the Company obtains control. All intercompany balances with subsidiaries are eliminated upon consolidation. Subsidiary financial statements are prepared over the same reporting period as the Company and are based on accounting policies consistent with that of the Company.

 

During the quarter, the Company commenced consolidation of certain feeder funds due to them becoming material. The Company records third-party interests in the funds which do not qualify to be equity due to redeemable or limited life features, as non-controlling interest liabilities. Such interests are initially recognized at fair value, with any changes recorded as Other expense.

 

Control exists if the Company has power over the entity, exposure or rights to variable returns from its involvement with the entity and the ability to use its power over the entity to affect the amount of returns the Company receives. In many, but not all instances, control will exist when the Company owns more than one half of the voting rights of a corporation, or is the sole limited and general partner of a limited partnership.

 

  30

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

The Company currently controls the following principal subsidiaries:

 

Sprott Asset Management LP ("SAM");
  
Sprott Capital Partners LP ("SCP");
  
Sprott Asia LP ("Sprott Asia") and Sprott Korea Corporation ("Sprott Korea");
  
Sprott U.S. Holdings Inc. ("SUSHI"), parent of: (1) Rule Investments Inc. ("RII"); (2) Sprott Global Resource Investments Ltd. ("SGRIL"); (3) Sprott Asset Management USA Inc. ("SAM US"); and (4) Resource Capital Investment Corporation ("RCIC"). Collectively, the interests of SUSHI are referred to as "Global" in these financial statements;
  
Sprott Resource Lending Corp. ("SRLC");
  
Sprott Inc. 2011 Employee Profit Sharing Plan Trust (the "Trust").

 

Changes in accounting policies

 

Change in presentation currency

 

Effective January 1, 2020, the Company changed its presentation currency from CAD to USD to better reflect the Company's business activities, given the significance of our revenues denominated in US dollars that further increased in 2020 with the January 17, 2020 close of Tocqueville Asset Management's gold strategies ("the Acquisition").

 

The Company followed the guidance of IAS 21 Effects of Changes in Foreign Exchange Rates ("IAS 21") and have applied the change retroactively. As a result, the Company has restated prior year comparatives, including the January 1 opening balance sheet as required by IFRS 1 First-Time Adoption of International Financial Reporting Standards ("IFRS 1"). The change in presentation currency had the following effect:

 

Assets and liabilities have been translated at the exchange rate on the respective reporting dates;
  
Equity transactions have been translated at the historical exchange rate at the date of the transaction;
  
The statements of operations has been translated at the average exchange rate on the respective reporting dates;
  
Exchange differences arising on translation are presented in the accumulated other comprehensive loss line in shareholders' equity on the balance sheet.

 

The exchange rates used for prior periods were as follows:

 

  Dec. 31, 2019   Sep. 30, 2019   Jun. 30, 2019   Mar. 31, 2019   Jan. 1, 2019  
As at reporting date 1.31    1.32    1.31    1.34    1.36   
Average rate for the 3 month ended 1.32    1.32    1.34    1.33    1.32   

 

Contingent consideration

 

The Acquisition necessitated the recognition of contingent consideration for the amounts payable in cash and shares under the terms of the purchase agreement. The cash settled portion of the contingent consideration was measured at the closing date fair value, based on management’s estimate of the level of future revenue obtained from the contracts over the contingent consideration measurement period. The equity settled portion of the contingent consideration was measured at its grant date fair value in accordance with the requirements of IFRS 2 Share-based Payment. The key judgments utilized in the estimation of the contingent consideration were fund flow assumptions. As at September 30, 2020, the contingent consideration payable was updated to reflect current estimates with the resulting adjustment recorded in Other expense.

 

Other accounting policies

 

All other accounting policies, judgments, and estimates described in the annual audited financial statements have been applied consistently to these consolidated interim financial statements unless otherwise noted.

 

  31

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

3SHORT-TERM INVESTMENTS

  

Short-term investments

 

Primarily consist of equity investments in public and private entities we target through our lending, managed equities and brokerage segments (in thousands $):

  

 

 

Classification and
measurement criteria

Sep. 30, 2020   Dec. 31, 2019  
           
Public equities and share purchase warrants FVTPL 9,724   10,520  
Fixed income securities FVTPL 1,576   4,220  
Private holdings:          
    - Private investments FVTPL 1,823   1,864  
    - Energy contracts Non-financial instrument   891  
Total short-term investments   13,123   17,495  

 

Gains and losses on financial assets and liabilities classified at FVTPL are included in the gain (loss) on investments on the consolidated statements of operations.

  

4CO-INVESTMENTS

  

Co-investments

 

Consists of the following (in thousands $):

 

       
  Classification and measurement criteria Sep. 30, 2020 Dec. 31, 2019
       
Co-investments in funds FVTPL 67,378    55,595  
Total co-investments   67,378    55,595  

 

Gains and losses on co-investments in funds are included in the gain (loss) on investments on the consolidated statements of operations.

 

 

  32

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

5GOODWILL AND INTANGIBLE ASSETS

 

Consist of the following (in thousands $):

 

  Goodwill

Fund

management

contracts

(indefinite life) 

Fund

management

contracts

(finite life) 

Total
Cost        
At Dec. 31, 2018 132,251   97,744   34,768   264,763  
   Additions   1,376     1,376  
   Net exchange differences   4,350   1,540   5,890  
At Dec. 31, 2019 132,251   103,470   36,308   272,029  
   Additions   36,107     36,107  
   Net exchange differences   (318 ) (271 ) (589 )
At Sep. 30, 2020 132,251   139,259   36,037   307,547  
         
Accumulated amortization        
At Dec. 31, 2018 (113,102 )   (23,753 ) (136,855 )
   Amortization charge for the period     (879 ) (879 )
   Net exchange differences     (1,068 ) (1,068 )
At Dec. 31, 2019 (113,102 )   (25,700 ) (138,802 )
   Amortization charge for the period     (645 ) (645 )
At Sep. 30, 2020 (113,102 )   (26,345 ) (139,447 )
         
Net book value at:        
Dec. 31, 2019 19,149   103,470   10,608   133,227  
Sep. 30, 2020 19,149   139,259   9,692   168,100  

 

 

  33

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Impairment assessment of goodwill

 

The Company has identified 5 cash generating units ("CGU") as follows:

 

Exchange Listed Products

 

Managed Equities

 

Lending

 

Brokerage

 

Corporate

 

As at September 30, 2020, the Company had allocated $19.1 million (December 31, 2019 - $19.1 million) of goodwill on a relative value approach basis to the exchange listed products and managed equities CGUs.

 

In the normal course, goodwill is tested for impairment once per annum, which for the Company is during the fourth quarter of each year or earlier if there are indicators of impairment. During the quarter, there were no indicators of impairment in either the exchange listed products CGU or the managed equities CGU.

 

Impairment assessment of indefinite life fund management contracts

 

As at September 30, 2020, the Company had indefinite life intangibles related to fund management contracts of $139.3 million (December 31, 2019 - $103.5 million). The addition during the year relates to the Acquisition. The cost of the intangible asset was recorded at the fair value of consideration transferred, including contingent consideration (see Note 2) and the acquisition costs directly attributable to the transfer of the management contracts (see Note 6). There were no indicators of impairment as at September 30, 2020.

 

Impairment assessment of finite life fund management contracts

 

As at September 30, 2020, the Company had exchange listed fund management contracts within the exchange listed products CGU of $9.7 million (December 31, 2019 - $10.6 million). There were no indicators of impairment as at September 30, 2020.

 

 

  34

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

6OTHER ASSETS, INCOME, EXPENSES AND NON-CONTROLLING INTERESTS

 

 

Other assets

 

Consist of the following (in thousands $): 

 

     
  Sep. 30, 2020 Dec. 31, 2019
     
Digital gold strategies(1) 17,347    18,913   
Fund recoveries and investment receivables 5,744    5,951   
Assets attributable to non-controlling interests 2,395    —   
Prepaid expenses 2,266    4,355   
Other(2) 2,411    2,231   
Deferred costs related to the Acquisition(3) —    1,806   
Total other assets 30,163    33,256   

 

(1)    Digital gold strategies are financial instruments classified at FVTPL. Gains and losses are included in gain (loss) on investments on the consolidated statements of operations. These investments were reclassified from long-term investments to other assets.

(2)    Other includes miscellaneous third-party receivables.

(3)    Includes legal, proxy and investor relations costs.

 

Other income

 

Consist of the following (in thousands $):  

 

         
  For the three months ended For the nine months ended
         
  Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
         
Investment income (1) 482    91    880    261   
Income attributable to non-controlling interests 432    —    432    —   
Total other income 914    91    1,312    261   

 

(1) Primarily includes miscellaneous investment fund income, syndication and trailer fee income.

 

Other expenses

 

Consist of the following (in thousands $):

 

                 
  For the three months ended   For the nine months ended  
                 
  Sep. 30, 2020   Sep. 30, 2019   Sep. 30, 2020   Sep. 30, 2019  
                 
Costs related to energy assets —    45   798   49  
Foreign exchange losses (gains) 475   (321)   (653)   1,131  
Increase in contingent consideration related to the Acquisition 2,946      2,946    
Other (1) 733   109   2,875   2,742  
Total other expenses 4,154    (167)   5,966   3,922  

 

(1)Includes net income attributable to non-controlling interest of $320 thousand and SG&A attributable to non-controlling interest of $112 thousand for the three and nine months ended September 30, 2020 (three and nine months ended September 30, 2019 - $Nil) as well as non-recurring professional fees and transaction costs.

 

  35

 

 

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Non-controlling interests

 

Non-controlling interests consist of third-party interests in our consolidated co-investments in funds. The following tables provide a summary of amounts attributable to these non-controlling interests:

 

  Sep. 30, 2020   Dec. 31, 2019
       
Assets 2,395    —   
Liabilities - current(1) (1,050)   —   
Liabilities - long-term(1) (1,345)   —   

(1) Current and long-term Liabilities attributable to non-controlling interest is included in accounts payable and accrued liabilities and other accrued liabilities respectively

 

  36

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

7SHAREHOLDERS' EQUITY

 

On May 28, 2020, the Company successfully completed a 10:1 common share consolidation. Shareholders received 1 post-consolidation share for every 10 pre-consolidation shares. All information pertaining to shares and per-share amounts in the financial statements for periods before May 28 reflect retrospective treatment of this share consolidation.

 

Capital stock and contributed surplus

 

The authorized and issued share capital of the Company consists of an unlimited number of common shares, without par value.

 

     
  Number
of shares
Stated value
(in thousands $)
     
At Dec. 31, 2018 24,306,233    407,775   
Issuance of share capital under dividend reinvestment program 6,151    147   
Acquired and cancelled under normal course issuer bid (74,060)   (1,715)  
Issuance of share capital on conversion of RSUs 81,528    1,654   
Acquired for equity incentive plan (182,612)   (4,906)  
Released on vesting of equity incentive plan 280,399    4,945   
At Dec. 31, 2019 24,417,639    407,900   
Shares acquired for equity incentive plan (128,304)   (2,514)  
Issuance of share capital on purchase of management contracts 104,720    2,500   
Shares released on vesting of equity incentive plan 10,084    288   
Issuance of share capital on exercise of stock options 150,000    5,159   
Acquired and canceled under normal course issuer bid (112,343)   (2,024)  
Issuance of share capital on conversion of RSUs and other share based considerations 53,810    1,059   
Issuance of share capital under dividend reinvestment program 4,170    93   
At Sep. 30, 2020 24,499,776    412,461   

 

Contributed surplus consists of: stock option expense; earn-out shares expense; equity incentive plans' expense; and additional purchase consideration.

 

   
  Stated value
(in thousands $)
   
At Dec. 31, 2018 42,964   
Expensing of Stock-based compensation over the vesting period 5,392   
Issuance of share capital on conversion of RSUs (251)  
Released on vesting of common shares for equity incentive plan (4,945)  
At Dec. 31, 2019 43,160   
Share-based contingent consideration related to the Acquisition 4,879   
Released on vesting of common shares for equity incentive plan (288)  
Released on exercise of Stock option plan (2,655)  
Expensing of Stock-based compensation over the vesting period 2,833   
Issuance of share capital on conversion of RSUs and other share based considerations (1,059)  
At Sep. 30, 2020 46,870   

 

  37

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Stock option plan

 

The Company has an option plan (the "Plan") intended to provide incentives to directors, officers and employees of the Company and its wholly owned subsidiaries. The aggregate number of shares issuable upon the exercise of all options granted under the Plan and under all other stock-based compensation arrangements including the Trust and Equity Incentive Plan ("EIP") cannot exceed 10% of the issued and outstanding shares of the Company as at the date of grant. The options may be granted at a price that is not less than the market price of the Company's common shares at the time of grant. The options vest annually over a three-year period and may be exercised during a period not to exceed 10 years from the date of grant.

 

There were no stock options issued or exercised in the three months ended September 30, 2020 (three months ended September 30, 2019 - Nil). There were no stock options issued and 150,000 stock options were exercised for the nine months ended September 30, 2020 (nine months ended September 30, 2019 - Nil).

 

For valuing share option grants, the fair value method of accounting is used. The fair value of option grants is determined using the Black-Scholes option-pricing model, which takes into account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Compensation cost is recognized over the vesting period, assuming an estimated forfeiture rate, with an offset to contributed surplus. When exercised, amounts originally recorded against contributed surplus as well as any consideration paid by the option holder is credited to capital stock.

 

A summary of the changes in the Plan is as follows: 

 

     
  Number of options Weighted average
exercise price (CAD $)
     
Options outstanding, Dec. 31, 2018 327,500    25.70   
Options exercisable, Dec. 31, 2018 187,500    27.00   
Options outstanding, Dec. 31, 2019 327,500    25.70   
Options exercisable, Dec. 31, 2019 257,500    26.00   
Options exercised during the year (150,000)   23.30   
Options outstanding, Sep. 30, 2020 177,500    27.19   
Options exercisable, Sep. 30, 2020 177,500    27.19   

 

Options outstanding and exercisable as at September 30, 2020 are as follows:

 

Exercise price (CAD $) Number of
options outstanding
  Weighted average
remaining contractual life
(years)
  Number of
options exercisable
           
66.00 15,000    0.1    15,000   
23.30 150,000    5.3    150,000   
27.30 12,500    5.6    12,500   
23.30 to 66.00 177,500    4.9    177,500   

 

  38

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Equity incentive plan

 

For employees in Canada, the Trust has been established and the Company will fund the Trust with cash, which will be used by the trustee to purchase: (1) on the open market, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible members; or (2) from treasury, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible employees; and (3) from time-to-time, purchases from 2176423 Ontario Ltd., a company controlled by Eric Sprott, pursuant to the terms and conditions of a previously announced share transaction. For employees in the U.S. under the EIP plan, the Company will allot common shares of the Company as either: (1) restricted stock; (2) unrestricted stock; or (3) restricted stock units ("RSUs"), the resulting common shares of which will be issued from treasury.

 

There were 2,931 RSUs granted during the three months ended September 30, 2020 (3 months ended September 30, 2019 - 2,314) and 89,858 RSUs granted during the nine months ended September 30, 2020 (nine months ended September 30, 2019 - 69,954). The Trust acquired 6,000 shares in the three months ended September 30, 2020 (nine months ended September 30, 2019 - 133,585) and 128,304 shares in the nine months ended September 30, 2020 (nine months ended September 30, 2019 - 149,812 shares).

 

     
   
  Number of
common shares
   
Common shares held by the Trust, Dec. 31, 2018 993,225   
Acquired 182,612   
Released on vesting (280,399)  
Unvested common shares held by the Trust, Dec. 31, 2019 895,438   
Acquired 128,304   
Released on vesting (10,084)  
Unvested common shares held by the Trust, Sep. 30, 2020 1,013,658   

 

The table below provides a breakdown of the share-based compensation expense and the corresponding increase to contributed surplus:

 

         
  For the three months ended For the nine months ended
         
  Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
         
Stock option plan   43   10   141  
EIP 1,411   1,588   2,823   3,987  
  1,411   1,631   2,833   4,128  

 

  39

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Basic and diluted earnings per share

 

The following table presents the calculation of basic and diluted earnings per common share:

 

                 
    For the three months ended   For the nine months ended
                 
    Sept. 30, 2020      Sept. 30, 2019      Sept. 30, 2020      Sept. 30, 2019  
                 
Numerator (in thousands $):                
Net income - basic and diluted   8,704      4,336      20,258      8,764   
                 
Denominator (Number of shares in thousands):                
Weighted average number of common shares   25,511      25,365      25,436      25,352   
Weighted average number of unvested shares purchased by the Trust   (1,011)     (971)     (964)     (939)  
Weighted average number of common shares - basic   24,500      24,394      24,472      24,413   
Weighted average number of dilutive stock options   163      312      163      312   
Weighted average number of unvested shares under EIP   1,202      971      1,155      939   
Weighted average number of common shares - diluted   25,865      25,677      25,790      25,664   
                         
Net income per common share        
Basic $ 0.36    $ 0.18    $ 0.83    $ 0.36   
Diluted $ 0.34    $ 0.17    $ 0.79    $ 0.34   

 

Capital management

 

The Company's objectives when managing capital are:

 

to meet regulatory requirements and other contractual obligations;

 

to safeguard the Company's ability to continue as a going concern so that it can continue to provide returns for shareholders;

 

to provide financial flexibility to fund possible acquisitions;

 

to provide adequate seed capital for the Company's new product offerings; and

 

to provide an adequate return to shareholders through growth in assets under management, growth in management fees, carried interest and performance fees and return on the Company's invested capital that will result in dividend payments to shareholders.

 

The Company's capital is comprised of equity, including capital stock, contributed surplus, retained earnings (deficit) and accumulated other comprehensive income (loss). SCP is a member of the Investment Industry Regulatory Organization of Canada ("IIROC"), SAM is a registrant of the Ontario Securities Commission ("OSC") and the U.S. Securities and Exchange Commission ("SEC"), SAM US is registered with the SEC and SGRIL is a member of the Financial Industry Regulatory Authority ("FINRA"). As a result, all of these entities are required to maintain a minimum level of regulatory capital. To ensure compliance, management monitors regulatory and working capital on a regular basis. As at September 30, 2020, all entities were in compliance with their respective capital requirements.

 

  40

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

8     INCOME TAXES

   

The major components of income tax expense are as follows (in thousands $):

 

     
  For the nine months ended
     
  Sep. 30, 2020 Sep. 30, 2019
     
Current income tax expense (recovery)    
Based on taxable income of the current period 2,599   973  
Adjustments in respect to previous years 88    
Total current income tax expense 2,687   973  
Deferred income tax expense (recovery)    
Origination and reversal of temporary differences 3,165   770  
Adjustments in respect to previous years (729 ) 50  
Total deferred income tax expense 2,436    820  
Income tax expense reported in the consolidated statements of operations 5,123    1,793  

 

Taxes calculated on the Company's earnings differs from the theoretical amount that would arise using the weighted average tax rate applicable to earnings of the Company as follows (in thousands $):

 

     
  For the nine months ended
     
  Sept. 30, 2020 Sept. 30, 2019
     
Income before income taxes 25,381    10,557   
Tax calculated at domestic tax rates applicable to profits in the respective countries 6,835    2,819   
Tax effects of:    
Non-deductible stock-based compensation 255    90   
Non-taxable capital (gains) and losses (403)   (163)  
Adjustments in respect of previous periods (641)   50   
Non-capital losses and other temporary differences not benefited previously (1,014)   (1,093)  
Rate differences and other 91    90   
Tax charge 5,123    1,793   

 

The weighted average statutory tax rate was 26.9% (September 30, 2019 - 26.7%). The Company has $13 million of capital tax losses from prior years that will begin to expire in 2020. The benefit of these capital losses has not been recognized.

 

  41

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits of these losses is dependent upon a number of factors, including the future profitability of operations in the jurisdictions in which the tax losses arose. The movement in significant components of the Company's deferred income tax assets and liabilities is as follows (in thousands $):

 

For the nine months ended September 30, 2020

 

  Dec. 31, 2019 Recognized in
income
Recognized in
other
comprehensive
income
Sept. 30, 2020
Deferred income tax assets        
Stock-based compensation 4,056   (661 ) (144 ) 3,251  
Non-capital and capital losses 3,432   (1,218 ) (111 ) 2,103  
Unrealized losses 910   (898 ) (23 ) (11 )
Other 247   197   (15 ) 429  
Total deferred income tax assets 8,645    (2,580 ) (293 ) 5,772  
         
Deferred income tax liabilities        
Fund management contracts 6,809   45    (255 ) 6,599  
Other (21 ) (189 ) 12   (198 )
Total deferred income tax liabilities 6,788   (144 ) (243 ) 6,401  
Net deferred income tax assets (liabilities) 1,857   (2,436 ) (50 ) (629 )

 

For the year ended December 31, 2019

 

  Dec. 31, 2018 Recognized in
income
Recognized in
other
comprehensive
income
Dec. 31, 2019
Deferred income tax assets        
Stock-based compensation 3,152   750   154   4,056  
Non-capital losses 3,678   (372 ) 126   3,432  
Unrealized losses 283   604   23   910  
Other 376   (143 ) 14   247  
Total deferred income tax assets 7,489   839   317   8,645  
         
Deferred income tax liabilities        
Fund management contracts 5,141   1,404   264   6,809  
Other 317   (334 ) (4 ) (21 )
Total deferred income tax liabilities 5,458   1,070   260   6,788  
Net deferred income tax assets 2,031   (231 ) 57   1,857  

 

  42

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

9FAIR VALUE MEASUREMENTS

 

The following tables present the Company's recurring fair value measurements within the fair value hierarchy. The Company did not have non-recurring fair value measurements as at September 30, 2020 and December 31, 2019 (in thousands $).

 

Short-term investments

 

Sept. 30, 2020 Level 1 Level 2 Level 3 Total
         
Public equities and share purchase warrants 5,514    4,210    —    9,724   
Fixed income securities —    1,576    —    1,576   
Private holdings —    —    1,823    1,823   
Total net recurring fair value measurements 5,514    5,786    1,823    13,123   
   
Dec. 31, 2019 Level 1 Level 2 Level 3 Total
         
Public equities and share purchase warrants 7,537    2,983    —    10,520   
Fixed income securities —    3,454    766    4,220   
Private holdings —    —    1,864    1,864   
Total net recurring fair value measurements 7,537    6,437    2,630    16,604   

 

Co-investments

 

Sep. 30, 2020 Level 1 Level 2 Level 3 Total
         
Co-investments in funds —    61,303    6,075    67,378   
Total net recurring fair value measurements —    61,303    6,075    67,378   
   
Dec. 31, 2019 Level 1 Level 2 Level 3 Total
         
Co-investments in funds —    51,065    4,530    55,595   
Total net recurring fair value measurements —    51,065    4,530    55,595   

 

Other assets

 

Sep. 30, 2020 Level 1 Level 2 Level 3 Total
         
Digital gold strategies —    —    17,347    17,347   
Total net recurring fair value measurements —    —    17,347    17,347   
   
Dec. 31, 2019 Level 1 Level 2 Level 3 Total
         
Digital gold strategies —    —    18,913    18,913   
Total net recurring fair value measurements —    —    18,913    18,913   

 

  43

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

The following tables provides a summary of changes in the fair value of Level 3 financial assets (in thousands $):

 

Short-term investments

 

  Changes in the fair value of Level 3 measurements - Sep. 30 2020  
  Dec. 31, 2019 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Sep. 30, 2020  
Private holdings 1,864   —    (14 ) (27 ) 1,823  
Fixed income securities 766   (747 ) —    (19 )  
  2,630   (747 ) (14 ) (46 ) 1,823  

 

  Changes in the fair value of Level 3 measurements - Dec. 31, 2019
  Dec. 31, 2018 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Dec. 31, 2019  
Private holdings 2,075   34   (43 ) (202 ) 1,864  
Fixed income securities 733   —    —    33    766  
  2,808   34   (43 ) (169 ) 2,630  

 

Co-investments

 

  Changes in the fair value of Level 3 measurements - Sep. 30, 2020
  Dec. 31, 2019 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Sep. 30, 2020  
Co-investments in funds 4,530   1,590   —    (45 ) 6,075  
  4,530   1,590   —    (45 ) 6,075  

 

  Changes in the fair value of Level 3 measurements - Dec. 31, 2019
  Dec. 31, 2018 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Dec. 31, 2019  
Co-investments in funds 3,574   1,193   —    (237 ) 4,530  
  3,574   1,193   —    (237 ) 4,530  

 

  44

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

Other assets

 

  Changes in the fair value of Level 3 measurements - Sep. 30, 2020
  Dec. 31, 2019 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Sep. 30, 2020
Digital gold strategies 18,913   500     (2,066 ) 17,347  
  18,913   500     (2,066 ) 17,347  

  

  Changes in the fair value of Level 3 measurements - Dec. 31, 2019
  Dec. 31, 2018 Purchases and
reclassifications
Settlements Net unrealized
gains (losses)
included in net
income
Dec. 31, 2019
Digital gold strategies 18,285 2,574   (1,946) 18,913
  18,285 2,574   (1,946) 18,913

 

During the nine months ended September 30, 2020, the Company transferred public equities of $0.5 million (December 31, 2019 - $2.5 million) from Level 2 to Level 1 within the fair value hierarchy due to the release of trading restrictions by the issuer. For the nine months ended September 30, 2020, the Company purchased level 3 investments of $2.1 million (December 31, 2019 - $3.9 million). For the nine months ended September 30, 2020, the Company transferred $Nil million (December 31, 2019 - $0.1 million) from Level 3 to Level 1 within the fair value hierarchy. For the nine months ended September 30, 2020, the Company transferred $0.7 million (December 31, 2019 - $Nil million) from Level 3 to Level 2 within the fair value hierarchy.

 

The following table presents the valuation techniques used by the Company in measuring fair values:

 

Type Valuation technique
Public equities and share purchase warrants Fair values are determined using pricing models which incorporate all available market-observable inputs.
Hedge funds and private equity funds Fair values are based on the last available Net Asset Value.
Fixed income securities Fair values are based on independent market data providers or third-party broker quotes.
Private holdings (including digital gold strategies) Fair values based on variety of valuation techniques, including discounted cash flows, comparable recent transactions and other techniques used by market participants.

  

The Company’s Level 3 securities consist of private holdings, private equity funds and fixed income securities of private companies. The significant unobservable inputs used in these valuation techniques can vary considerably over time, and include grey market financing prices, discount rates and extraction recovery rates of mining projects. A significant change in any of these inputs in isolation would result in a material impact in fair value measurement. The potential impact of a 5% change in the significant unobservable inputs on profit or loss would be approximately $0.9 million (December 31, 2019 - $0.9 million).

  

Financial instruments not carried at fair value

 

For fees receivable, other assets, accounts payable and accrued liabilities and compensation payable, the carrying amount represents a reasonable approximation of fair value.

 

 

  45

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

10DIVIDENDS

 

The following dividends were declared by the Company during the nine months ended September 30, 2020:

 

Record date Payment Date

Cash dividend
per share (1)

Total dividend amount
(in thousands $)
March 9, 2020 - Regular Dividend Q4 2019 March 24, 2020 CAD$0.30 5,387   
May 19, 2020 - Regular Dividend Q1 2020 June 3, 2020 CAD$0.30 5,560   
August 17, 2020 - Regular Dividend Q2 2020 September 1, 2020 US$0.23 5,915   
Dividends (2)     16,862   

 

(1) Dividends per share in this MD&A for periods before May 28 reflect retrospective treatment of the 10:1 share consolidation.

 

(2) Subsequent to quarter-end, on November 12, 2020, a regular dividend was declared and increased to US$0.25 per common share for the quarter ended September 30, 2020. This dividend is payable on December 8, 2020 to shareholders of record at the close of business on November 23, 2020.

 

11RISK MANAGEMENT

 

COVID-19 risk

 

The changing economic and market climate as a result of COVID-19 has led to the Company implementing its business continuity plan. Our portfolio managers, brokerage professionals, enterprise shared services teams and key outsource service providers are fully operational. While the exact impacts of COVID-19 over the short and long-term are undeterminable at the date of this report, management believes the effects of COVID-19 we have witnessed thus far, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets.

 

Other risk management activities

 

All other risk management activities described in the annual audited financial statements are consistent with the consolidated interim financial statements.

 

  46

 

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

12SEGMENTED INFORMATION

 

For management purposes, the Company is organized into business units based on its products, services and geographical location and has five reportable segments as follows:

 

Exchange Listed Products (reportable), which provides management services to the Company's closed-end physical trusts and exchange traded funds ("ETFs"), both of which are actively traded on public securities exchanges;
  
Managed Equities (reportable), which provides asset management and sub-advisory services to the Company's branded funds, fixed-term LPs and managed accounts;
  
Lending (reportable), which provides lending and streaming activities through limited partnership vehicles as well as through direct lending activities using the Company's balance sheet;
  
Brokerage (reportable), which includes the activities of our Canadian and U.S. broker-dealers;
  
Corporate (reportable), which provides capital, balance sheet management and enterprise shared services to the Company's subsidiaries;
  
All Other Segments (non-reportable), which do not meet the definition of reportable segments as per IFRS 8.

 

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on earnings before interest expense, income taxes, amortization and impairment of intangible assets and goodwill, gains and losses on proprietary investments (as if such gains and losses had not occurred), foreign exchange gains and losses, one time non-recurring expenses, non-cash and non-recurring stock-based compensation, carried interest and performance fees and carried interest and performance fee payouts (adjusted base EBITDA).

 

Adjusted base EBITDA is not a measurement in accordance with IFRS and should not be considered as an alternative to net income or any other measure of performance under IFRS.

 

Transfer pricing between operating segments is performed on an arm's length basis in a manner similar to transactions with third parties.

 

The following tables present the operations of the Company's segments (in thousands $):

 

For the three months ended September 30, 2020

 

               
  Exchange
Listed
Products
Managed
Equities
Lending Brokerage Corporate Consolidation,
elimination
and all other
segments
Consolidated
Total revenue 11,209 10,383 2,535 10,191 340 741 35,399
Total expenses 2,400 6,475 2,126 7,078 5,602 1,401 25,082
Income (loss) before income taxes 8,809 3,908 409 3,113 (5,262) (660) 10,317
Adjusted base EBITDA 9,396 3,141 1,522 3,030 (4,590) (475) 12,024

 

  47

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

For the three months ended September 30, 2019

 

               
  Exchange
Listed
Products
Managed
Equities
Lending Brokerage Corporate Consolidation,
elimination
and all other
segments
Consolidated
Total revenue 6,468 3,232 4,126 6,102 82 (125) 19,885
Total expenses 1,990 1,617 1,172 5,788 2,581 928 14,076
Income (loss) before income taxes 4,478 1,615 2,954 314 (2,499) (1,053) 5,809
Adjusted base EBITDA 4,994 899 2,359 1,410 (1,744) (306) 7,612

 

For the nine months ended September 30, 2020

 

               
  Exchange
Listed
Products
Managed
Equities
Lending Brokerage Corporate Consolidation,
elimination
and all other
segments
Consolidated
Total revenue 26,230 23,362 9,435 22,886 (492) 1,998 83,419
Total expenses 5,849 11,269 4,348 17,072 13,244 6,256 58,038
Income (loss) before income taxes 20,381 12,093 5,087 5,814 (13,736) (4,258) 25,381
Adjusted base EBITDA 21,066 7,474 4,849 5,530 (9,757) 253 29,415

 

For the nine months ended September 30, 2019

 

               
  Exchange
Listed
Products
Managed
Equities
Lending Brokerage Corporate Consolidation,
elimination
and all other
segments
Consolidated
Total revenue 17,933 8,706 10,929 14,182 (512) 1,560 52,798
Total expenses 6,453 5,333 5,097 14,737 6,975 3,646 42,241
Income (loss) before income taxes 11,480 3,373 5,832 (555) (7,487) (2,086) 10,557
Adjusted base EBITDA 13,413 2,376 8,266 1,586 (5,245) 1,166 21,562

 

For geographic reporting purposes, transactions are primarily recorded in the location that corresponds with the underlying subsidiary's country of domicile that generates the revenue. The following table presents the revenue of the Company by geographic location (in thousands $):

 

         
  For the three months ended For the nine months ended
         
  Sep. 30, 2020 Sep. 30, 2019 Sep. 30, 2020 Sep. 30, 2019
         
Canada 27,628    17,383    68,719    45,447   
United States 7,771    2,502    14,700    7,351   
  35,399    19,885    83,419    52,798   

 

  48

 

 

SPROTT INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2020 and 2019

 

13LOAN FACILITY

 

As at September 30, 2020, the Company had $17.4 million (December 31, 2019 - $15.3 million) outstanding on its credit facility, $3.7 million of which is due within 12 months and $13.7 million is due after 12 months (December 31, 2019 - $3.8 million and $11.5 million respectively).

 

The Company has a 5 year, CAD$90 million credit facility with a major Canadian schedule I chartered bank. The facility consists of a CAD$25 million term loan and a CAD$65 million revolving line of credit. Amounts may be borrowed under the facility through prime rate loans or bankers’ acceptances. Amounts may also be borrowed in US dollars through base rate loans. In 2019, the Company drew CAD$25 million on the term loan portion of the credit facility to avoid its expiry and to partially fund anticipated growth in the business over the next 12-18 months. As at September 30, 2020, the Company was in compliance with all covenants, terms and conditions under the credit facility. Key terms under the credit facility are noted below:

 

Structure

 

5-year, CAD$65 million revolver with "bullet maturity" December 31, 2022
  
5-year, CAD$25 million term loan with 5% of principal amortizing quarterly, with the remaining balance maturing on December 31, 2022

 

Interest Rate

 

Prime rate + 0 bps or;
  
Banker Acceptance Rate + 170 bps

 

Covenant Terms

 

Minimum AUM: CAD$8.2 billion
  
Debt to EBITDA less than 2.5:1
  
EBITDA to interest expense more than 2.5:1

 

14COMMITMENTS AND PROVISIONS

 

Besides the Company's long-term lease agreement, there are commitments to make investments in the net investments portfolio of the Company. As at September 30, 2020, the Company had $6.1 million in co-investment commitments from the lending segment (December 31, 2019 - $6.6 million).

 

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Corporate Information

 

Head Office Legal Counsel  
Sprott Inc. Stikeman Elliot LLP  
Royal Bank Plaza, South Tower 5300 Commerce Court West  
200 Bay Street, Suite 2600 199 Bay Street  
Toronto, Ontario M5J 2J1, Canada Toronto, Ontario M5L 1B9  
T: 416.943.8099    
1.855.943.8099 Auditors  
  KPMG LLP  
Directors & Officers Bay Adelaide Centre  
Ronald Dewhurst, Chairman 333 Bay Street, Suite 4600  
Sharon Ranson, FCPA, FCA, Director Toronto, Ontario M5H 2S5  
Rosemary Zigrossi, Director    
Graham Birch, Director Investor Relations  
Peter Grosskopf, Chief Executive Officer and Director Shareholder requests may be directed to  
Rick Rule, Director Investor Relations by e-mail at ir@sprott.com  
Whitney George, President or via telephone at 416.943.8099  
Kevin Hibbert, FCPA, FCA, Chief Financial Officer or toll free at 1.855.943.8099  
Arthur Einav, Corporate Secretary    
US Transfer Agent and Registrar Stock Information  
Sprott Inc. common shares are traded on the  
Continental Stock Transfer & Trust Company New York Stock Exchange and Toronto Stock  
1 State Street 30th Floor Exchange under the symbol “SII”  
New York, NY 10004-1561    
212.509.4000    
continentalstock.com    
     
Canadian Transfer Agent and Registrar    
TMX Equity Transfer Services    
200 University Avenue, Suite 300    
Toronto, Ontario M5H 4H1    
Toll Free: 1.866.393.4891    
www.tmxequitytransferservices.com