EX-99.1 2 tm2115196d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

 

Table of Contents

 

Letter to Shareholders 2
   
Management’s Discussion and Analysis 3
   
Consolidated Financial Statements 22
   
Notes to the Consolidated Financial Statements 27

 

 

Dear fellow shareholders,

 

The first quarter of 2021 saw gold and silver prices decline by 10% and 7.5% respectively, primarily driven by substantial yield increases in the US Treasury markets and investor conviction in strong economic growth. The resilience of Sprott’s business model was demonstrated during the quarter as we continued to deliver consistently strong results for our shareholders.

 

Assets Under Management were $17.1 billion as of March 31, 2021 and adjusted base EBITDA for the quarter was $14.6 million ($0.59 per share), up 78% or $6.4 million ($0.26 per share) from the same period last year. This marks the second consecutive quarter that we have posted results surpassing our previous historic quarterly high recorded in the third quarter of 2011. The key driver of this increase was higher management fees due to strong net inflows into our exchange listed products segment, as we recorded $1.1 billion of inflows to the Sprott Physical Silver Trust. We also benefited from higher average AUM in our managed equities segment and increased commission revenues in our brokerage segment on very strong equity origination this quarter.

 

In April, Sprott announced that it will expand its Physical Trust product suite through an agreement with Uranium Participation Corporation (“UPC”) to form the Sprott Physical Uranium Trust. UPC is one of the few physical uranium vehicles available to investors. We believe our global brand, fund marketing experience, and client base of more than 200,000 investors will improve trading liquidity and grow UPC’s asset base during what we see as the start of a strong market for physical uranium. The transaction, which is subject to shareholder approval, will add approximately $500 million in AUM and is expected to close early in the third quarter. Importantly for Sprott, this is a first step in extending our franchise to other specialty natural resource markets where our investment experience and mineral expertise position us well to capitalize on what we see as substantial growth opportunities. With our unique platform, we can pursue these opportunities from different angles – retail and institutional, physical minerals and equity investments, and public and private investment formats.

Finally, we continue to believe that digital gold will be adopted by the gold sector in the near future via gold “tokenization”. Staying ahead of this evolutionary shift will enable us to preserve our position as a leading global precious metals investment manager as larger players eventually enter the sector. We will keep our shareholders informed of these important developments.

 

We thank you for your continued support and look forward to seeing you soon.

 

Peter Grosskopf

Chief Executive Officer



 
2

 

Management’s Discussion and Analysis

 

Three months ended March 31, 2021

 
3

 

Forward looking statements

 

Certain statements in this Management’s Discussion & Analysis (“MD&A”), and in particular the “Business Performance Highlights” section and “Outlook” section, 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 belief that digital gold will be adopted by the gold sector and will provide Sprott with an opportunity to build our business in a new market segment; (ii) our expectation that the next stage of the digital gold will be more focused on building scale and with the involvement of large players in the sector; (iii) the expected benefits of the Uranium Participation Corporation (“UPC”) transaction, including with respect to global profile, trading liquidity and asset base growth during what we believe is the start of a bull market for physical uranium; (iv) the satisfaction of closing conditions for the UPC transaction, including, but not limited to, required shareholder approval and other customary conditions to closing; (v) the ability for us to extend our franchise to other specialty natural resource markets through different angles; (vi) anticipation of strong global precious metals markets and an eventual recovery in mining equities in 2021; (vii) at a consolidated level, the belief that strong global precious metals markets will primarily benefit our exchange listed products, managed equities and brokerage segments, leading to another strong year for Sprott Inc. in terms of continued earnings growth and industry leading operating margins; (viii) expectation of the effects of COVID-19; 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 “Critical Accounting Estimates, Judgments 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) failure to, in a timely manner, or at all, obtain the necessary court and other approvals for the UPC transaction; (xxix) failure to receive any required regulatory, securities commission or stock exchange approvals for the UPC transaction; (xxx) failure to otherwise satisfy the conditions to complete the UPC transaction; (xxxi) the possibility that the UPC board could receive an acquisition proposal and approve a superior proposal; (xxxii) the effect of the announcement of the UPC transaction on UPC’s strategic relationships, operating results and business generally; (xxxiii) significant transaction costs associated with the UPC transaction; (xxxiv) other customary risks associated with transactions of this nature; (xxxv) those risks described under the heading “Risk Factors” in the Company’s annual information form dated February 25, 2021; and (xxxvi) 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 May 6, 2021, presents an analysis of the consolidated financial condition of the Company and its subsidiaries as at March 31, 2021, compared with December 31, 2020, and the consolidated results of operations for the three months ended March 31, 2021, compared with the three months ended March 31, 2020. The board of directors approved this MD&A on May 6, 2021. All note references in this MD&A are to the notes to the Company’s March 31, 2021 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 interim 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 is the U.S. dollar. Accordingly, all dollar references in this MD&A are in U.S. dollars, unless otherwise specified. The use of the term “prior period” refers to the three months ended March 31, 2020.

 
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, sub-advisor and placement 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.

 

Net compensation

 

Net 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.

 

Total shareholder return

 

Total shareholder return is the financial gain (loss) that results from a change in the Company’s share price, plus any dividends paid over the period.

 

Return on capital

 

Return on capital is calculated as adjusted base EBITDA, plus gain (loss) on investments divided by capital stock plus outstanding loan facility.

 
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 
(in thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Net income for the periods   3,221    1,062 
Adjustments:          
Interest expense   350    236 
Provision for income taxes   2,711    1,865 
Depreciation and amortization   1,117    988 
EBITDA   7,399    4,151 
Other adjustments:          
(Gain) loss on investments (1)   4,652    4,352 
Non-cash stock-based compensation   373    98 
Other expenses (credits) (2)   4,943    (414)
Adjusted EBITDA   17,367    8,187 
Other adjustments:          
Carried interest and performance fees   (7,937)    
   less: Carried interest and performance fee payouts   4,580     
   less: Trailer, sub-advisor and placement fees   595     
Adjusted base EBITDA   14,605    8,187 
Operating margin (3)   51%   43%
(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 5 of the interim financial statements, this reconciliation line also includes nominal severance and new hire accruals for the 3 months ended (3 months ended March 31, 2020 - $0.7 million) and excludes nominal income attributable to non-controlling interests for the 3 months ended (3 months ended March 31, 2020 - $Nil).
(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 11 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

 

Outlook

 

Our businesses

 

We had a good start to the year and continue to anticipate strong global precious metals markets and an eventual recovery in mining equities in 2021. This will primarily benefit our exchange listed products, managed equities and brokerage segments, resulting in continued earnings growth and industry leading operating margins for our company.

 

Product and business line expansion

 

Subsequent to the quarter end, on April 28, the Company entered into a definitive agreement with Uranium Participation Corporation (“UPC”) to form the Sprott Physical Uranium Trust (the “Trust”). Under the agreement, UPC shareholders will receive one unit of the newly formed Trust. As part of the agreement, the Company has agreed to contribute CAD$6.7 million to UPC at closing, approximately CAD$5.3 million termination fee to the former manager, and reimburse UPC up to CAD$1 million in out-of-pocket expenses. This transaction is expected to close early in the third quarter and is subject to regulatory and shareholder approval.

COVID-19 update

 

Our business continuity plan continues to operate effectively throughout the pandemic. Our portfolio managers, brokerage professionals, enterprise shared services teams and key outsource service providers are fully operational.



 
8

 

Summary financial information

 

(In thousands $)  Q1
2021
   Q4
2020
   Q3
2020
   Q2
2020
   Q1
2020
   Q4
2019
   Q3
2019
   Q2
2019
 
Summary income statements                                        
Management fees   22,452    22,032    19,934    15,825    15,125    10,685    10,577    9,962 
Carried interest and performance fees   7,937    10,075                1,811         
  less: Carried interest and performance fee payouts   4,580    5,529                86         
  less: Trailer, sub-advisor and placement fees   1,120    464    469    411    240    1,045    78    130 
Net fees   24,689    26,114    19,465    15,414    14,885    11,365    10,499    9,832 
Commissions   12,463    6,761    9,386    6,133    5,179    6,599    6,056    3,293 
  less: Commission expense   6,179    2,788    3,789    2,377    1,870    2,658    2,654    1,356 
Net commissions   6,284    3,973    5,597    3,756    3,309    3,941    3,402    1,937 
Finance income (1)   1,248    1,629    757    656    914    2,481    2,561    3,435 
Gain (loss) on investments   (4,652)   (3,089)   4,408    8,142    (4,352)   (1,252)   600    (408)
Other income   303    949    914    285    113    364    91    93 
Total net revenues   27,872    29,576    31,141    28,253    14,869    16,899    17,153    14,889 
Compensation   22,636    20,193    16,280    10,991    10,125    10,269    9,714    7,463 
   less: Carried interest and performance fee payouts   4,580    5,529                86         
   less: Commission expense   6,179    2,788    3,789    2,377    1,870    2,658    2,654    1,356 
   less: Severance and new hire accruals   44    65    210    358    667    157    168    650 
Net compensation   11,833    11,811    12,281    8,256    7,588    7,368    6,892    5,457 
Severance and new hire accruals   44    65    210    358    667    157    168    650 
Referral fees   253    98    344    161        355    86    188 
Selling, general and administrative   3,425    2,439    2,523    3,049    3,544    2,986    3,175    3,256 
Interest expense   350    331    320    350    236    269    297    226 
Depreciation and amortization   1,117    1,023    992    1,049    988    1,254    893    819 
Other expenses (credits)   4,918    4,528    4,154    2,893    (1,081)   2,117    (167)   3,051 
Total expenses   21,940    20,295    20,824    16,116    11,942    14,506    11,344    13,647 
                                         
Net income   3,221    6,720    8,704    10,492    1,062    1,445    4,336    1,581 
Net Income per share (2)   0.13    0.27    0.36    0.43    0.04    0.06    0.18    0.06 
Adjusted base EBITDA   14,605    14,751    12,024    9,204    8,187    7,441    7,612    7,032 
Adjusted base EBITDA per share (2)   0.59    0.60    0.49    0.38    0.33    0.31    0.31    0.29 
Operating margin   51%   51%   47%   49%   43%   38%   36%   39%
                                         
Summary balance sheet                                        
Total assets   356,986    377,348    358,300    338,931    318,318    324,943    325,442    338,530 
Total liabilities   67,015    86,365    81,069    70,818    65,945    53,313    51,774    68,008 
                                         
Total AUM   17,073,078    17,390,389    16,259,184    13,893,039    10,734,831    9,252,515    8,548,982    8,103,723 
Average AUM   17,188,205    16,719,815    16,705,046    13,216,415    11,007,781    8,932,651    8,608,001    7,898,334 

(1)Finance income includes: (1) co-investment income from lending LP units; (2) ancillary income earned directly or indirectly from lending activities; and (3) interest income from on-balance sheet loans and brokerage client accounts
(2)Per share amounts for periods before May 28, 2020 reflect retrospective treatment of the 10:1 share consolidation.

 
9

 

Results of operations

 

AUM summary

 

AUM was $17.1 billion as at March 31, 2021, down $0.3 billion (2%) from December 31, 2020. On a three months ended basis we experienced market value depreciation that was partially offset by strong inflows into our various fund products. Subsequent to the quarter end, management estimates that consolidated AUM as at May 4, 2021 was $18.2 billion*, up $1.1 billion (7%) from March 31, 2021. The estimated increase in AUM from the quarter-end was primarily due to a combination of precious metals and mining equity valuation recoveries across our various fund products and continued strong inflows into our physical trusts.

 

3 months results                        
                         
(In millions $)  AUM
Dec. 31,
2020
   Net
    inflows (1)
   Market
value
changes
        Other (2)   AUM
Mar. 31,
2021
   Blended
management
fee rate (3)
Exchange listed products                              
   - Physical trusts                              
       - Physical Gold Trust   4,893    64    (500)       4,457    0.35%
       - Physical Gold and Silver Trust   4,423    (11)   (408)       4,004    0.40%
       - Physical Silver Trust   2,408    1,149    (324)       3,233    0.45%
       - Physical Platinum & Palladium Trust   127    17    9        153    0.50%
   - Exchange Traded Funds   382    21    (57)       346    0.35%
    12,233    1,240    (1,280)       12,193    0.39%
Managed equities                              
   - Precious metals strategies   2,479    27    (326)       2,180    0.79%
   - Other (4)   352    (19)   12        345    0.92%
    2,831    8    (314)       2,525    0.81%
Lending   999    67    (2)   (103)   961    1.00%
Other (5)   1,327    107    (40)       1,394    0.79%
Total (6)   17,390    1,422    (1,636)   (103)   17,073    0.52%
                               
(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)Management fee rate represents the net amount received by the Company.
(4)Includes institutional managed accounts.
(5)Includes Sprott Korea Corp., private equity strategy in Sprott Asia and high net worth discretionary managed accounts in the U.S.
(6)No performance fees are earned on exchange listed products. Performance fees are earned on all precious metals strategies (other than bullion funds) based on returns  above relevant benchmarks. Other managed equities strategies primarily earn performance fees on flow-through products. Lending funds earn carried interest calculated as a pre-determined net profit over a preferred return.

 

* Estimated AUM was based on updated May 4th figures for daily priced funds in exchange listed products and managed equities. All other funds remain at their March 31st values.

 

 
10

 

Key revenue lines

 

Management fees

 

Management fees were $22.5 million in the quarter, up $7.3 million (48%) from the prior period. Carried interest and performance fees were $7.9 million, up $7.9 million from the prior period. Net fees were $24.7 million in the quarter, up $9.8 million (66%) from the prior period. The revenue increases in the quarter were primarily due to higher average AUM from strong net inflows in our exchange listed products segment. We also benefited from higher average AUM in our managed equities segment.

 

Commission revenues

 

Commission revenues were $12.5 million in the quarter, up $7.3 million from the prior period. Net commissions were $6.3 million in the quarter, up $3 million (90%) from the prior period. The increase was due to very strong equity origination in our brokerage segment.

 

Finance income

 

Finance income was $1.2 million in the quarter, up $0.3 million (37%) from the prior period. The increase was mainly due to higher interest income from co-investments in our lending segment.

 

Key expense lines

 

Compensation

 

Compensation was $22.6 million in the quarter, up $12.5 million from the prior period. Net compensation was $11.8 million in the quarter, up $4.2 million (56%) from the prior period. The increase in the quarter was primarily due to higher annual incentive compensation (“AIP”) on improved financial performance in the quarter and higher base salaries on new hires. Our compensation ratio (net compensation / net fees & net commissions) for the quarter was 38% compared to 42% in the prior period.

 

Selling, general & administrative (“SG&A”)

 

SG&A was $3.4 million in the quarter, down $0.1 million (3%) from the prior period. The decrease in the quarter was the result of lower marketing and sales costs relating to travel restrictions due to COVID-19.

Earnings

 

Net income was $3.2 million in the quarter, up $2.2 million from the prior period. Adjusted base EBITDA was $14.6 million in the quarter, up $6.4 million (78%) from the prior period. During the quarter, we benefited from increased fees due to strong net inflows in our exchange listed products segment and higher average AUM in our managed equities segment. We also benefited from increased commission revenues in our brokerage segment.

 

Additional revenues and expenses

 

Investment losses in the quarter were mainly due to market value depreciation of co-investments and certain equity holdings.

 

Other income was slightly higher in the quarter due to the consolidation of certain feeder funds.

 

Referral fees were higher from the prior period due to increased equity origination in our brokerage segment. Interest expense increased in the quarter due to higher outstanding loan balances compared to this time last year.

 

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

 

Other expenses (credits) were higher primarily due to the increase in contingent consideration related to the successfully renegotiated terms and conditions of last year’s acquisition of Tocqueville Asset Management’s gold fund strategies (the “Acquisition”).

 

Balance sheet

 

Total assets were $357 million, down $20.4 million (5%) from December 31, 2020. The decrease was primarily due to the decrease in co-investments held by the Company.

 

Total liabilities were $67 million, down $19.4 million (22%) from December 31, 2020. The decrease was primarily due to lower accrued liabilities on the payment of contingent consideration related to the Acquisition.

 

Total shareholder’s equity was $290 million, down $1 million from December 31, 2020.



 
11

 

Reportable operating segments

 

Exchange listed products

 

   3 months ended 
(In thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Summary income statement          
Management fees   11,941    6,872 
Other income   1    5 
Total revenues   11,942    6,877 
           
Net compensation   1,636    997 
Severance and new hire accruals       7 
Selling, general and administrative   608    607 
Interest expense   102    116 
Depreciation and amortization   249    233 
Other expenses (credits)   28    (1,026)
Total expenses   2,623    934 
           
Income (loss) before income taxes   9,319    5,943 
Adjusted base EBITDA   9,711    5,282 
Operating margin   80%   75%
           
Total AUM   12,193,456    6,985,240 
Average AUM   12,281,853    7,069,230 

 

3 months ended

 

Income before income taxes was $9.3 million in the quarter, up $3.4 million (57%) from the prior period. Adjusted base EBITDA was $9.7 million in the quarter, up $4.4 million (84%) from the prior period. Our quarterly results benefited from higher average AUM given strong inflows in our physical trust products (particularly PSLV).

 
12

 

Managed equities

 

   3 months ended 
(In thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Summary income statement          
Management fees   6,031    4,181 
Carried interest and performance fees   708     
    less: Carried interest and performance fee payouts   526     
    less: Trailer, sub-advisor and placement fees   324    186 
Net fees   5,889    3,995 
Loss on investments   (4,504)   (2,700)
Other income   431    71 
Total net revenues   1,816    1,366 
           
Net compensation   2,550    1,464 
Severance and new hire accruals   30     
Selling, general and administrative   817    647 
Interest expense   180    82 
Depreciation and amortization   56    50 
Other expenses (credits)   4,785    (1,147)
Total expenses   8,418    1,096 
           
Income (loss) before income taxes   (6,602)   270 
Adjusted base EBITDA   2,837    2,053 
Operating margin   48%   49%
           
Total AUM   2,524,563    2,128,134 
Average AUM   2,657,003    2,416,764 

 

3 months ended

 

Loss before income taxes was $6.6 million in the quarter, down $6.9 million from the prior period. Our quarterly results were impacted by unrealized losses on co-investments and higher other expenses from increased contingent consideration related to the Acquisition. During the quarter, the contingent consideration was successfully renegotiated, re-measured and settled as part of the previously announced amendment to the purchase agreement. Adjusted base EBITDA was $2.8 million in the quarter, up $0.8 million (38%) from the prior period. Adjusted base EBITDA benefited from increased management fees on higher average AUM.

 
13

 

Lending

 

   3 months ended 
(In thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Summary income statement          
Management fees   1,798    2,900 
Carried interest and performance fees   7,229     
    less: Carried interest and performance fee payouts   4,054     
    less: Trailer, sub-advisor and placement fees   610    8 
Net Fees   4,363    2,892 
Finance income (1)   1,230    800 
Gain (loss) on investments   (686)   1,437 
Other income   8    38 
Total revenues   4,915    5,167 
           
Net compensation   1,358    1,570 
Selling, general and administrative   248    194 
Interest expense   7    3 
Depreciation and amortization       26 
Other expenses (credits)   (235)   (2,324)
Total expenses   1,378    (531)
           
Income (loss) before income taxes   3,537    5,698 
Adjusted base EBITDA   1,594    2,038 
Operating margin   56%   61%
           
Total AUM   960,501    839,478 
Average AUM   908,120    807,882 
(1)Co-investment income from lending LP units held as part of our co-investment portfolio.

 

3 months ended

 

Income before income taxes was $3.5 million in the quarter, down $2.2 million (38%) from the prior period. Adjusted base EBITDA was $1.6 million in the quarter, down $0.4 million (22%) from the prior period. Income before income taxes was impacted by lower management fees, loss on co-investments and lower FX translation gains in the current period. Adjusted base EBITDA was primarily impacted by lower management fees, partially offset by higher finance income from our co-investments.

 
14

 

Brokerage

 

   3 months ended 
(In thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Summary income statement          
Commissions   12,033    4,771 
    less: Commission expense   5,964    1,870 
Net commissions   6,069    2,901 
Management fees   1,972    400 
Finance income   18    114 
Gain (loss) on investments   230    (217)
Other income   37    28 
Total net revenues   8,326    3,226 
           
Net compensation   2,359    1,084 
Severance and new hire accruals   14    617 
Referral fees   253     
Selling, general and administrative   936    1,186 
Interest expense   16    12 
Depreciation and amortization   168    130 
Other expenses (credits)   86    37 
Total expenses   3,832    3,066 
           
Income (loss) before income taxes   4,494    160 
Adjusted base EBITDA   4,562    953 
Operating margin   56%   26%

 

3 months ended

 

Income before income taxes was $4.5 million in the quarter, up $4.3 million from the prior period. Adjusted base EBITDA was $4.6 million in the quarter, up $3.6 million from the prior period. Our quarterly results benefited from very strong equity origination in Canada and increased management fee generation in our U.S. managed accounts.

 
15

 

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 
(In thousands $)   Mar. 31, 2021    Mar. 31, 2020 
Summary income statement          
Gain (loss) on investments   269    (2,214)
Other income   2    12 
Total revenues   271    (2,202)
           
Net compensation   3,624    2,109 
Severance and new hire accruals       43 
Selling, general and administrative   593    575 
Interest expense   45    23 
Depreciation and amortization   602    543 
Other expenses (credits)   (143)   488 
Total expenses   4,721    3,781 
           
Income (loss) before income taxes   (4,450)   (5,983)
Adjusted base EBITDA   (4,114)   (2,555)

 

3 months ended

 

Investment gains were nominal in the current quarter.

 

Net compensation increased primarily due to temporary timing differences on incentive accruals. On a full year basis, management anticipates net compensation expense being lower in this segment.

 

Other expenses (credits) were primarily due to FX translation movements.

 
16

 

Dividends

 

The following dividends were declared by the Company during the three months ended March 31, 2021:

 

Record date  Payment Date  Cash dividend
per share
   Total dividend amount
(in thousands $)
 
March 8, 2021 - Regular dividend Q4 2020  March 23, 2021   0.25    6,426 
Dividends (1)           6,426 
(1)Subsequent to quarter-end, on May 6, 2021, a regular dividend of $0.25 per common share was declared for the quarter ended March 31, 2021. This dividend is payable on June 1, 2021 to shareholders of record at the close of business on May 17, 2021.

 

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 0.8 million unvested common shares currently held in the EPSP Trust (December 31, 2020 - 0.8 million), total capital stock issued and outstanding was 25.7 million (December 31, 2020 - 25.6 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 $0.13 for the quarter compared to $0.04 in the prior period. Diluted earnings per share was $0.12 in the quarter compared to $0.04 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 162,500 stock options are outstanding pursuant to our stock option plan, all of which are exercisable.

 
17

 

Liquidity and capital resources

 

As at March 31, 2021, the Company had $22 million (December 31, 2020 - $17 million) outstanding on its credit facility, all of which is due on December 14, 2025. The increase was primarily to fund the cost of the Acquisition.

 

The company has access to a credit facility of $70 million with a major Canadian schedule I chartered bank. Amounts under the facility may be borrowed through prime rate loans or bankers’ acceptances. Amounts may also be borrowed in U.S. dollars through base rate loans. As at March 31, 2021, 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, $70 million revolver with “bullet maturity” December 14, 2025

 

Interest rate

 

Prime rate + 0 bps or;

 

Banker acceptance rate + 170 bps

 

Covenant terms

 

Minimum AUM: 70% of AUM on November 13, 2020

 

Debt to EBITDA less than or equal to 2.5:1

 

EBITDA to interest expense more than or equal to 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 March 31, 2021, the Company had $10 million in co-investment commitments from the lending segment (December 31, 2020 - $4.6 million).

 
18

 

Critical accounting estimates, judgements and changes in accounting policies

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions and estimates as they occur. The Company’s significant accounting policies are described in Note 2 of the December 31, 2020 audited annual financial statements. Certain of these accounting policies require management to make key assumptions concerning the future and consider other sources of estimation uncertainty at the reporting date. These accounting estimates are considered critical because they require subjective and/or complex judgements that may have a material impact on the value of our assets, liabilities, revenues and expenses.

 

Critical accounting estimates

 

Impairment of goodwill and intangible assets

 

All indefinite life intangible assets and goodwill are assessed for impairment annually, however, finite life intangibles are only tested for impairment to the extent indicators of impairment exist at the time of a quarterly assessment. In the case of goodwill and indefinite life intangibles, this annual test for impairment augments the quarterly impairment indicator assessments. Values associated with goodwill and intangibles involve estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates, AUM, net inflows, and asset lives. These estimates require significant judgment regarding market growth rates, fund flow assumptions, expected margins and costs, which could affect the Company’s future results if estimates of future performance and fair value change.

 

Fair value of financial instruments

 

When the fair value of financial assets and financial liabilities recorded in the consolidated balance sheets cannot be derived from active markets, they are determined using valuation techniques and models. Model inputs are taken from observable markets where possible, but where this is not feasible, unobservable inputs may be used. These unobservable inputs include, but are not limited to, projected cash flows, discount rates, comparable recent transactions, volatility of underlying securities in warrant valuations and extraction recovery rates of mining projects. The use of unobservable inputs can involve significant judgment and materially affect the reported fair value of financial instruments.

 

Significant judgements

 

Investments in other entities

 

IFRS 10 Consolidated Financial Statements (“IFRS 10”) and IAS 28 Investments in Associates and Joint Ventures (“IAS 28”) provide for the use of judgment in determining whether an investee should be included within the consolidated financial statements of the Company and on what basis (subsidiary, joint venture, financial instrument or associate). Significant judgment is applied in evaluating facts and circumstances relevant to the Company and investee, including: (1) the extent of the Company’s direct and indirect interests in the investee; (2) the level of compensation to be received from the investee for management and other services provided to it; (3) “kick out rights” available to other investors in the investee; and (4) other indicators of the extent of power that the Company has over the investee.

 
19

 

Managing financial risks

 

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 U.S. 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.

 

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 $70 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.

 
20

 

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 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.

 

Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the applicable U.S. and Canadian securities law), concluded that the Company’s DC&P and ICFR were properly designed and were operating effectively as at March 31, 2021. 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 non-financial risks

 

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 EDGAR at www.edgar.com and SEDAR at www.sedar.com.

 

Additional information relating to the Company, including the Company’s Annual Information Form is available on EDGAR at www.sec.gov and SEDAR at www.sedar.com.

 
21

 

Consolidated Financial Statements

 

Three months ended March 31, 2021

 
22

 

Interim condensed consolidated balance sheets (unaudited)

 

           
As at      Mar. 31   Dec. 31 
(In thousands of US dollars)      2021   2020 
           
Assets             
Current             
Cash and cash equivalents      50,629    44,106 
Fees receivable      13,537    21,581 
Short-term investments   (Notes 3 & 9)  11,001    9,475 
Other assets   (Note 5)  12,537    9,196 
Income taxes recoverable      147    948 
Total current assets      87,851    85,306 
              
Co-investments   (Note 4 & 9)  61,579    82,467 
Other assets   (Note 5 & 9)  12,566    16,118 
Property and equipment, net      16,118    16,611 
Intangible assets   (Note 6)  158,139    155,968 
Goodwill   (Note 6)  19,149    19,149 
Deferred income taxes   (Note 8)  1,584    1,729 
       269,135    292,042 
Total assets      356,986    377,348 
Liabilities and shareholders’ equity             
Current             
Accounts payable and accrued liabilities      11,751    29,702 
Compensation payable      16,876    15,192 
Income taxes payable      4,667    2,347 
Total current liabilities      33,294    47,241 
Other accrued liabilities      7,335    17,379 
Loan facility   (Note 12)  22,049    16,994 
Deferred income taxes   (Note 8)  4,337    4,751 
Total liabilities      67,015    86,365 
Shareholders’ equity             
Capital stock   (Note 7)  421,713    417,758 
Contributed surplus   (Note 7)  37,847    43,309 
Deficit      (107,689)   (104,484)
Accumulated other comprehensive loss      (61,900)   (65,600)
Total shareholders’ equity      289,971    290,983 
Total liabilities and shareholders’ equity      356,986    377,348 
              
Commitments and provisions   (Note 13)         
              
The accompanying notes form part of the consolidated financial statements             

 

“Ron Dewhurst” “Sharon Ranson, FCPA, FCA”  
Director Director  

 
23

 

Interim condensed consolidated statements of operations and comprehensive income (unaudited)

 

     For the three months ended 
       Mar. 31   Mar. 31 
(In thousands of US dollars, except for per share amounts)   2021   2020 
           
Revenues             
Management fees      22,452    15,125 
Carried interest and performance fees      7,937     
Commissions      12,463    5,179 
Finance income      1,248    914 
Gain (loss) on investments(Note 3, 4 and 5)  (4,652)   (4,352)
Other income   (Note 5)  303    113 
Total revenue      39,751    16,979 
              
Expenses             
Compensation   (Note 7)  22,636    10,125 
Trailer, sub-advisor and placement fees      1,120    240 
Selling, general and administrative      3,425    3,544 
Referral fees      253     
Interest expense      350    236 
Amortization of intangibles   (Note 6)  230    215 
Depreciation of property and equipment      887    773 
Other expenses (credits)   (Note 5)  4,918    (1,081)
Total expenses      33,819    14,052 
Income before income taxes for the period      5,932    2,927 
Provision for income taxes   (Note 8)  2,711    1,865 
Net income for the period      3,221    1,062 
Net income per share:             
   Basic(1)   (Note 7) $0.13   $0.04 
   Diluted(1)     (Note 7) $0.12   $0.04 
              
Net income for the period      3,221    1,062 
Other comprehensive income (loss)             
Items that may be reclassified subsequently to profit or loss             
Foreign currency translation gain (loss) (taxes of $Nil)      3,700    (18,696)
Total other comprehensive income (loss)      3,700    (18,696)
Comprehensive income (loss)      6,921    (17,634)

       

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).

 
24

 

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 (loss)   Total
equity
 
At Dec. 31, 2020       24,789,365    417,758    43,309    (104,484)   (65,600)   290,983 
Shares acquired for equity incentive plan  (Note 7)    (6,400)   (243)               (243)
Issuance of share capital to settle contingent consideration  (Note 7)    93,023    3,000    (4,879)           (1,879)
Shares released on vesting of equity incentive plan  (Note 7)    14,322    369    (369)            
Foreign currency translation gain (loss)                       3,700    3,700 
Stock-based compensation  (Note 7)            582            582 
Issuance of share capital on conversion of RSUs and other share based considerations  (Note 7)    45,833    796    (796)            
Dividends declared  (Note 10)    744    33        (6,426)       (6,393)
Net income                   3,221        3,221 
Balance, Mar. 31, 2021       24,936,887    421,713    37,847    (107,689)   (61,900)   289,971 
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)    (122,304)   (2,274)               (2,274)
Issuance of share capital on purchase of management contracts       104,720    2,500                2,500 
Share-based contingent consideration related to the Acquisition               4,879            4,879 
Shares released on vesting of equity incentive plan  (Note 7)    15,834    376    (376)            
Shares acquired and canceled under normal course issuer bid  (Note 7)    (102,343)   (1,940)               (1,940)
Foreign currency translation gain (loss)  (Note 7)                    (18,696)   (18,696)
Stock-based compensation  (Note 7)            555            555 
Issuance of share capital on conversion of RSUs and other share based considerations  (Note 7)    47,958    938    (938)            
Dividends declared       2,271    44        (5,387)       (5,343)
Net income                   1,062        1,062 
Balance, Mar. 31, 2020       24,363,775    407,544    47,280    (112,547)   (89,904)   252,373 
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).

 
25

 

Interim condensed consolidated statements of cash flows (unaudited)

 

   For the three months ended 
    Mar. 31    Mar. 31 
(In thousands of US dollars)   2021    2020 
Operating activities          
Net income for the period   3,221    1,062 
Add (deduct) non-cash items:          
(Gain) Loss on investments   4,652    4,352 
Stock-based compensation   582    555 
Depreciation and amortization of property, equipment and intangible assets   1,117    988 
Deferred income tax expense   (312)   1,104 
Current income tax expense   3,023    761 
Other items   (378)   (475)
Changes in:          
Fees receivable   8,044    (2,977)
Other assets   979    5,659 
Accounts payable, accrued liabilities and compensation payable   (2,004)   (4,510)
Cash provided by (used in) operating activities   18,924    6,519 
Investing activities          
Purchase of investments   (3,129)   (3,809)
Sale of investments   19,199    2,148 
Purchase of property and equipment   (212)   (215)
Management contract considerations   (27,000)   (12,500)
Cash provided (used in) investing activities   (11,142)   (14,376)
Financing activities          
Acquisition of common shares for equity incentive plan   (243)   (2,274)
Acquisition of common shares under normal course issuer bid       (1,940)
Repayment of lease liabilities   (574)   (475)
Contributions from non-controlling interests   351     
Net advances from loan facility   5,000    4,153 
Dividends paid   (6,393)   (5,343)
Cash provided by (used in) financing activities   (1,859)   (5,879)
Effect of foreign exchange on cash balances   600    (6,104)
Net increase (decrease) in cash and cash equivalents during the period   6,523    (19,840)
Cash and cash equivalents, beginning of the period   44,106    54,748 
Cash and cash equivalents, end of the period   50,629    34,908 
Cash and cash equivalents:          
Cash   44,855    29,781 
Short-term deposits   5,774    5,127 
    50,629    34,908 
           
The accompanying notes form part of the consolidated financial statements 

 
26

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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

 

These interim condensed consolidated financial statements (“interim financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) in effect as at March 31, 2021, specifically, IAS 34 Interim Financial Reporting.

 

Compliance with IFRS requires the Company to exercise judgement and make estimates and assumptions that effect 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 judgements and estimates are described in Note 2 of the December 31, 2020 annual audited consolidated financial statements and have been applied consistently to the interim financial statements as at and for the three months ended March 31, 2021.

 

The interim financial statements have been authorized for issue by a resolution of the board of directors of the Company on May 6, 2021 and include all subsequent events up to that date.

 

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 interim financial statements are presented in U.S. 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.

 

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 in Other expenses (credits).

 

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.

 
27

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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) SGRIL Holdings Inc. (“SGRIL Holdings”); (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”); and

 

Sprott Inc. 2011 Employee Profit Sharing Plan Trust (the “Trust”).

 

Other accounting policies

 

All other accounting policies, judgments, and estimates described in the December 31, 2020 annual audited consolidated financial statements have been applied consistently to these interim financial statements unless otherwise noted.

 
28

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

3Short-term investments

 

 

Primarily consist of equity investments in public and private entities we receive as consideration during lending, managed equities and brokerage segment activities (in thousands $):

            
   Classification and
measurement criteria
    Mar. 31, 2021   Dec. 31, 2020 
            
Public equities and share purchase warrants  FVTPL   8,270    6,751 
Fixed income securities  FVTPL   742    731 
Private holdings  FVTPL   1,989    1,993 
Total short-term investments      11,001    9,475 

 

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 and comprehensive income.

 

4Co-investments

 

 

Consists of the following (in thousands $):

            
   Classification and
measurement criteria
    Mar. 31, 2021   Dec. 31, 2020 
            
Co-investments in funds  FVTPL   61,579    82,467 
Total co-investments      61,579    82,467 

 

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

 
29

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

5Other assets, income, expenses and non-controlling interest

 

 

Other assets

 

Consist of the following (in thousands $):

 

  Mar. 31, 2021 Dec. 31, 2020
     
Digital gold strategies(1) 11,560  11,518 
Fund recoveries and investment receivables 6,439  6,043 
Assets attributable to non-controlling interests 3,271  3,518 
Prepaid expenses 1,425  2,316 
Other(2) 2,408  1,919 
Total other assets 25,103  25,314 

(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 and comprehensive income.
(2)Includes miscellaneous third-party receivables.

 

Other income

 

Consist of the following (in thousands $):

 

  For the three months ended
  Mar. 31, 2021 Mar. 31, 2020
     
Investment income (1) 284  113 
Income attributable to non-controlling interest 19  — 
Total other income 303  113 
(1)Primarily includes miscellaneous investment fund income, syndication and trailer fee income.

 

Other expenses (credits)

 

Consist of the following (in thousands $):

 

  For the three months ended
  Mar. 31, 2021 Mar. 31, 2020
     
Costs related to energy assets 798
Foreign exchange (gain) loss (346) (2,214)
Increase in contingent consideration related to the Acquisition (1) 4,449
Other (2) 815 335
Total other expenses (credits) 4,918 (1,081)
(1)During the quarter, the contingent consideration was successfully renegotiated, re-measured and settled as part of the previously announced amendment to the purchase agreement.

(2)Includes net income attributable to non-controlling interest of $19 thousand for the three months ended March 31, 2021 (3 months ended March 31, 2020 - $Nil) as well as non-recurring professional fees and transaction costs.

 
30

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

Non-controlling interest

 

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

 

  Mar. 31, 2021 Dec. 31, 2020
     
Assets 3,271 3,518
Liabilities - current(1) (42) (640)
Liabilities - long-term(1) (3,229) (2,878)

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

 
31

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

6Goodwill 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, 2019   132,251    103,470    36,308    272,029 
   Additions       36,107        36,107 
   Net exchange differences       6,454    198    6,652 
At Dec. 31, 2020   132,251    146,031    36,506    314,788 
   Additions                
   Net exchange differences       2,250    151    2,401 
At Mar 31, 2021   132,251    148,281    36,657    317,189 
                     
Accumulated amortization                    
At Dec. 31, 2019   (113,102)       (25,700)   (138,802)
   Amortization charge for the year           (869)   (869)
At Dec. 31, 2020   (113,102)       (26,569)   (139,671)
   Amortization charge for the period           (230)   (230)
At Mar 31, 2021   (113,102)       (26,799)   (139,901)
                     
Net book value at:                    
Dec. 31, 2020   19,149    146,031    9,937    175,117 
Mar. 31, 2021   19,149    148,281    9,858    177,288 

 
32

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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 March 31, 2021, the Company had allocated $19.1 million (December 31, 2020 - $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. There were no indicators of impairment in either the exchange listed products or the managed equities CGUs.

 

Impairment assessment of indefinite life fund management contracts

 

As at March 31, 2021, the Company had indefinite life intangibles related to fund management contracts of $148.3 million (December 31, 2020 - $146 million). There were no indicators of impairment as at March 31, 2021.

 

Impairment assessment of finite life fund management contracts

 

As at March 31, 2021, the Company had exchange listed fund management contracts within the exchange listed products CGU of $9.9 million (December 31, 2020 - $9.9 million). There were no indicators of impairment as at March 31, 2021.

 
33

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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 interim financial statements for periods before May 28, 2020, 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, 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   248,883    4,361 
Issuance of share capital on exercise of stock options   150,000    5,159 
Shares acquired and cancelled under normal course issuer bid   (112,343)   (2,024)
Issuance of share capital on conversion of RSU   103,269    2,231 
Issuance of share capital under dividend reinvestment program   5,501    145 
At Dec. 31, 2020   24,789,365    417,758 
Shares acquired for equity incentive plan   (6,400)   (243)
Issuance of share capital to settle contingent consideration   93,023    3,000 
Shares released on vesting of equity incentive plan   14,322    369 
Issuance of share capital on conversion of RSUs and other share based considerations   45,833    796 
Issuance of share capital under dividend reinvestment program   744    33 
At Mar. 31, 2021   24,936,887    421,713 

 

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, 2019   43,160 
Stock-based compensation   4,517 
Issuance of share capital on conversion of RSUs   (2,231)
Share-based contingent consideration related to the Acquisition   4,879 
Released on exercise of stock option plan   (2,655)
Released on vesting of common shares for equity incentive plan   (4,361)
At Dec. 31, 2020   43,309 
Issuance of share capital to settle contingent consideration   (4,879)
Shares released on vesting of common shares for equity incentive plan   (369)
Stock-based compensation   582 
Issuance of share capital on conversion of RSUs   (796)
At Mar. 31, 2021   37,847 

 
34

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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 typically 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 during the three months ended March 31, 2021 (three months ended March 31, 2020 - 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, 2019   327,500    25.70 
Options exercisable, Dec. 31, 2019   257,500    26.00 
Options outstanding, Dec. 31, 2020   162,500    23.61 
Options exercisable, Dec. 31, 2020   162,500    23.61 
Options outstanding, Mar. 31, 2021   162,500    23.61 
Options exercisable, Mar. 31, 2021   162,500    23.61 

 

Options outstanding and exercisable as at March 31, 2021 are as follows:

 

Exercise price (CAD $)

Number of

options outstanding

Weighted average
remaining contractual life

(years)

Number of

options exercisable

23.30 150,000  4.8 150,000 
27.30 12,500  5.1 12,500 
23.30 to 27.30 162,500  4.8 162,500 

 
35

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited)

For the three months ended March 31, 2021 and 2020

 

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; and (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. 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 no RSUs granted during the three months ended March 31, 2021 (three months ended March 31, 2020 - 65,279). The Trust acquired 6,400 shares in the three months ended March 31, 2021 (three months ended March 31, 2020 - 122,304 shares).

 

   Number of
common shares
 
Common shares held by the Trust, Dec. 31, 2019   895,438 
Acquired   128,304 
Released on vesting   (248,883)
Unvested common shares held by the Trust, Dec. 31, 2020   774,859 
Acquired   6,400 
Released on vesting   (14,322)
Unvested common shares held by the Trust, Mar. 31, 2021   766,937 

 

Of the $22.6 million compensation expense for the three months ended March 31, 2021, $0.6 million relates to stock-based compensation, details of which are presented in the table below (in thousands $):

 

   For the three months ended 
     Mar. 31, 2021   Mar. 31, 2020 
Stock option plan       10 
EIP   582    545 
Total stock-based compensation   582    555 

 
36

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

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 
         
     Mar. 31, 2021   Mar. 31, 2020 
         
Numerator (in thousands $):          
Net income - basic and diluted   3,221    1,062 
           
Denominator (Number of shares in thousands):          
Weighted average number of common shares   25,654    25,415 
Weighted average number of unvested shares purchased by the Trust   (763)   (876)
Weighted average number of common shares - basic   24,891    24,539 
Weighted average number of dilutive stock options   163    300 
Weighted average number of unvested shares under EIP   873    876 
Weighted average number of common shares - diluted   25,927    25,715 
           
Net income per common share          
Basic   0.13    0.04 
Diluted   0.12    0.04 

 

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 March 31, 2021 and 2020, all entities were in compliance with their respective capital requirements.

 
37

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

8Income taxes

 

 

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

 

   For the three months ended 
         
     Mar. 31, 2021   Mar. 31, 2020 
         
Current income tax expense (recovery)          
Based on taxable income of the current period   3,023    761 
Total current income tax expense   3,023    761 
Deferred income tax expense (recovery)          
Origination and reversal of temporary differences   (312)   1,104 
Total deferred income tax expense (recovery)   (312)   1,104 
Income tax expense reported in the consolidated statements of operations   2,711    1,865 

 

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 three months ended 
         
     Mar. 31, 2021   Mar. 31, 2020 
         
Income before income taxes   5,932    2,927 
Tax calculated at domestic tax rates applicable to profits in the respective countries   1,574    787 
Tax effects of:          
Non-deductible stock-based compensation   45    25 
Non-taxable capital (gains) and losses   303    939 
Intangibles   19    33 
Non-capital losses and other temporary differences not benefited previously   585    (22)
Rate differences and other   185    103 
Tax charge   2,711    1,865 

 

The weighted average statutory tax rate was 26.5% (March 31, 2020 - 26.9%). The Company has $6 million of capital tax losses from prior years that will begin to expire in 2022. The benefit of these capital losses has not been recognized.

 
38

 

SPROTT INC.

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

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 three months ended March 31, 2021

 

   Dec. 31, 2020 

Recognized in

income

 

Exchange rate

differences

  Mar. 31, 2021 
Deferred income tax assets                
Stock-based compensation  3,821   (123)  58   3,756 
Non-capital and capital losses  2,270   (645)  30   1,655 
Other  435   222   11   668 
Total deferred income tax assets  6,526   (546)  99   6,079 
                 
Deferred income tax liabilities                
Fund management contracts  9,446   (465)  142   9,123 
Unrealized gains (losses)  118   (404)  (2)  (288)
Other  (16)  11   2   (3)
Total deferred income tax liabilities  9,548   (858)  142   8,832 
Net deferred income tax assets (liabilities) (1)    (3,022)  312   (43)  (2,753)

 

For the year ended December 31, 2020

 

   Dec. 31, 2019 

Recognized in

income

  Exchange rate differences  Dec. 31, 2020 
Deferred income tax assets                
Stock-based compensation  4,117   (368)  72   3,821 
Non-capital and capital losses  3,432   (1,195)  33   2,270 
Other  247   230   (42)  435 
Total deferred income tax assets  7,796   (1,333)  63   6,526 
                 
Deferred income tax liabilities                
Fund management contracts  6,809   2,360   277   9,446 
Unrealized gains (losses)  (910)  997   31   118 
Other  40   (9)  (47)  (16)
Total deferred income tax liabilities  5,939   3,348   261   9,548 
Net deferred income tax assets (liabilities) (1)    1,857   (4,681)  (198)  (3,022)

(1)Deferred tax assets of $1.6 million (December 31, 2020 - $1.7 million) and deferred tax liabilities of $4.3 million (December 31, 2020 - $4.8 million) are presented on the balance sheet net by legal jurisdiction.

 
39

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

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 March 31, 2021 and December 31, 2020 (in thousands $).

 

Short-term investments

 

                 
Mar. 31, 2021  Level 1   Level 2   Level 3   Total 
Public equities and share purchase warrants   5,633    2,475    162    8,270 
Fixed income securities       742        742 
Private holdings           1,989    1,989 
Total net recurring fair value measurements   5,633    3,217    2,151    11,001 
                     

 

Dec. 31, 2020  Level 1   Level 2   Level 3   Total 
Public equities and share purchase warrants   5,101    1,379    271    6,751 
Fixed income securities       731        731 
Private holdings           1,993    1,993 
Total net recurring fair value measurements   5,101    2,110    2,264    9,475 

 

Co-investments

 

                 
Mar. 31, 2021  Level 1   Level 2   Level 3   Total 
Co-investments in funds       61,579        61,579 
Total net recurring fair value measurements       61,579        61,579 
                     

 

Dec. 31, 2020  Level 1   Level 2   Level 3   Total 
Co-investments in funds       76,026    6,441    82,467 
Total net recurring fair value measurements       76,026    6,441    82,467 

 
40

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

Other assets

 

                 
Mar. 31, 2021  Level 1   Level 2   Level 3   Total 
Digital gold strategies           11,560    11,560 
Total net recurring fair value measurements           11,560    11,560 
                     

 

Dec. 31, 2020   Level 1    Level 2    Level 3    Total 
Digital gold strategies           11,518    11,518 
Total net recurring fair value measurements           11,518    11,518 

 

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 - Mar. 31, 2021 
   Dec. 31, 2020 

Purchases and

reclassifications

  Settlements 

Net unrealized

gains (losses)

included in net

income

  Mar. 31, 2021 
Share purchase warrants   271   (64)     (45)  162 
Private holdings   1,993         (4)  1,989 
    2,264   (64)     (49)  2,151 

 

 

   Changes in the fair value of Level 3 measurements - Dec. 31, 2020 
   Dec. 31, 2019 

Purchases and

reclassifications

  Settlements 

Net unrealized

gains (losses)

included in net

income

  Dec. 31, 2020 
Private holdings   1,864      (15)  144   1,993 
Fixed income securities   766   (783)     17    
Share purchase warrants      271         271 
    2,630   (512)  (15)  161   2,264 

 
41

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

Co-investments

 

   Changes in the fair value of Level 3 measurements - Mar. 31, 2021 
   Dec. 31, 2020 

Purchases and

reclassifications

  Settlements 

Net unrealized

gains (losses)

included in net

income

  Mar. 31, 2021 
Co-investments in funds   6,441   (6,441)         
    6,441   (6,441)         

 

   Changes in the fair value of Level 3 measurements - Dec. 31, 2020 
   Dec. 31, 2019 

Purchases and

reclassifications

  Settlements 

Net unrealized gains (losses)

included in net income

  Dec. 31, 2020 
Co-investments in funds   4,530   1,628      283   6,441 
    4,530   1,628      283   6,441 

 

Other assets

 

   Changes in the fair value of Level 3 measurements - Mar. 31, 2021 
   Dec. 31, 2020 

Purchases and

reclassifications

  Settlements 

Net unrealized gains (losses)

included in net income

  Mar. 31, 2021 
Digital gold strategies   11,518         42   11,560 
    11,518         42   11,560 

 

  

 Changes in the fair value of Level 3 measurements - Dec. 31, 2020

 
   Dec. 31, 2019 

Purchases and

reclassifications

  Settlements 

Net unrealized gains (losses)

included in net income

  Dec. 31, 2020 
Digital gold strategies   18,913   500      (7,895)  11,518 
    18,913   500      (7,895)  11,518 

 

During the three months ended March 31, 2021, the Company transferred public equities of $Nil (December 31, 2020 - $0.5 million) from Level 2 to Level 1 within the fair value hierarchy. For the three months ended March 31, 2021, the Company purchased level 3 investments of $Nil (December 31, 2020 - $2.1 million). For the three months ended March 31, 2021, the Company transferred $Nil (December 31, 2020 - $Nil) from Level 3 to Level 1 within the fair value hierarchy. For the three months ended March 31, 2021, the Company transferred $0.1 million (December 31, 2020 -$0.3 million) from level 2 to level 3 due to the impact of volatility of the underlying security on the fair value of share purchase warrants. For the three months ended March 31, 2021, the Company transferred $6.5 million (December 31, 2020 - $0.8 million) from Level 3 to Level 2 within the fair value hierarchy.

 
42

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

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.
Alternative 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 $0.7 million (December 31, 2020 - $1 million).

 

Financial instruments not carried at fair value

 

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

 

 

10Dividends

 

 

The following dividends were declared by the Company during the three months ended March 31, 2021:

 

         
Record date Payment Date

Cash dividend 

per share 

Total dividend amount

(in thousands $)

 
March 8, 2021 - Regular dividend Q4 2020 March 23, 2021 0.25 6,426  
Dividends (1)     6,426  

(1)Subsequent to quarter end, on May 6, 2021, a regular dividend of $0.25 per common share was declared for the quarter ended March 31, 2021. This dividend is payable on June 1, 2021 to shareholders of record at the close of business on May 17, 2021.

 
43

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

11Segmented 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 March 31, 2021

 

  Exchange
listed
products

Managed 

equities 

Lending Brokerage

 Corporate

Consolidation, elimination

and all other

segments

Consolidated
Total revenue 11,942 2,666 9,579 14,290 271 1,003 39,751
Total expenses 2,623 9,268 6,042 9,796 4,721 1,369 33,819
Income (loss) before income taxes 9,319 (6,602) 3,537 4,494 (4,450) (366) 5,932
Adjusted base EBITDA 9,711 2,837 1,594 4,562 (4,114) 15 14,605

 
44

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

For the three months ended March 31, 2020

 

  Exchange
listed
products

Managed 

equities 

Lending Brokerage Corporate

 

Consolidation, elimination

and all other

segments

Consolidated
Total revenue 6,877 1,552 5,175 5,096 (2,202) 481 16,979
Total expenses 934 1,282 (523) 4,936 3,781 3,642 14,052
Income (loss) before income taxes 5,943 270 5,698 160 (5,983) (3,161) 2,927
Adjusted base EBITDA 5,282 2,053 2,038 953 (2,555) 416 8,187

 

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 
         
     Mar. 31, 2021   Mar. 31, 2020 
Canada   36,811    13,801 
United States   2,940    3,178 
    39,751    16,979 

 
45

 

SPROTT INC.  

Notes to the interim condensed consolidated financial statements (unaudited) 

For the three months ended March 31, 2021 and 2020

 

12Loan facility

 

 

As at March 31, 2021, the Company had $22 million (December 31, 2020 - $17 million) outstanding on its credit facility, all of which is due on December 14, 2025. The increase was primarily to fund the cost of the Acquisition.

 

The company has access to a credit facility of $70 million with a major Canadian schedule I chartered bank. Amounts under the facility may be borrowed through prime rate loans or bankers’ acceptances. Amounts may also be borrowed in U.S. dollars through base rate loans. As at March 31, 2021, 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, $70 million revolver with “bullet maturity” December 14, 2025

 

Interest Rate

 

Prime rate + 0 bps or;

 

Banker acceptance rate + 170 bps

 

Covenant Terms

 

Minimum AUM: 70% of AUM on November 13, 2020

 

Debt to EBITDA less than or equal to 2.5:1

 

EBITDA to interest expense more than or equal to 2.5:1

 

 

13Commitments 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 March 31, 2021, the Company had $10 million in co-investment commitments from the lending segment, all due within one year (December 31, 2020 - $4.6 million).

 

 
46

 

 

 

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
Rick Rule, Director Toronto, Ontario M5H 2S5
Sharon Ranson, FCPA, FCA, Director  
Graham Birch, Director Investor Relations
Rosemary Zigrossi, Director Shareholder requests may be directed to
Peter Grosskopf, Chief Executive Officer and 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