Exhibit 99.30
Consolidated Financial Statements
Three months ended March 31, 2020
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As at | | | | | Mar. 31 | | | Dec. 31 | | | Jan. 1 | |
(In thousands of US dollars) | | | | | 2020 | | | 2019 | | | 2019 | |
Assets | | | | | | | | | | (Note 2) | | | (Note 2) | |
Current | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | 34,908 | | | | 54,748 | | | | 34,637 | |
Fees receivable | | | | | | | 11,659 | | | | 8,682 | | | | 6,330 | |
Loans receivable | | | | | | | — | | | | — | | | | 11,197 | |
Short-term investments | | | (Notes 3 & 9) | | | | 10,281 | | | | 17,495 | | | | 19,580 | |
Other assets | | | (Note 6) | | | | 9,561 | | | | 12,980 | | | | 7,893 | |
Income taxes recoverable | | | | | | | 917 | | | | 1,439 | | | | 1,744 | |
Total current assets | | | | | | | 67,326 | | | | 95,344 | | | | 81,381 | |
| | | | | | | | | | | | | | | | |
Loans receivable | | | | | | | — | | | | — | | | | 15,207 | |
Co-investments | | | (Note 4 & 9) | | | | 53,952 | | | | 55,595 | | | | 56,894 | |
Other assets | | | (Note 6 & 9) | | | | 18,036 | | | | 20,276 | | | | 19,175 | |
Property and equipment, net | | | | | | | 16,221 | | | | 16,230 | | | | 16,392 | |
Intangible assets | | | (Note 5) | | | | 141,157 | | | | 114,078 | | | | 108,726 | |
Goodwill | | | (Note 5) | | | | 19,149 | | | | 19,149 | | | | 19,149 | |
Deferred income taxes | | | (Note 8) | | | | 2,477 | | | | 4,271 | | | | 4,322 | |
| | | | | | | 250,992 | | | | 229,599 | | | | 239,865 | |
Total assets | | | | | | | 318,318 | | | | 324,943 | | | | 321,246 | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | | | | | 30,460 | | | | 23,618 | | | | 32,106 | |
Compensation payable | | | | | | | 4,475 | | | | 6,912 | | | | 6,939 | |
Obligations related to securities sold short | | | | | | | — | | | | — | | | | 187 | |
Loan facility | | | (Note 13) | | | | 3,512 | | | | 3,829 | | | | — | |
Income taxes payable | | | | | | | 1,065 | | | | 807 | | | | 445 | |
Total current liabilities | | | | | | | 39,512 | | | | 35,166 | | | | 39,677 | |
Other accrued liabilities | | | | | | | 10,000 | | | | 4,247 | | | | 5,769 | |
Loan facility | | | (Note 13) | | | | 14,678 | | | | 11,486 | | | | — | |
Deferred income taxes | | | (Note 8) | | | | 1,755 | | | | 2,414 | | | | 2,291 | |
Total liabilities | | | | | | | 65,945 | | | | 53,313 | | | | 47,737 | |
| | | | | | | | | | | | | | | | |
Shareholders' equity | | | | | | | | | | | | | | | | |
Capital stock | | | (Note 7) | | | | 407,544 | | | | 407,900 | | | | 407,775 | |
Contributed surplus | | | (Note 7) | | | | 47,280 | | | | 43,160 | | | | 42,964 | |
Deficit | | | | | | | (112,547 | ) | | | (108,222 | ) | | | (95,422 | ) |
Accumulated other comprehensive income | | | | | | | (89,904 | ) | | | (71,208 | ) | | | (81,808 | ) |
Total shareholders' equity | | | | | | | 252,373 | | | | 271,630 | | | | 273,509 | |
Total liabilities and shareholders' equity | | | | | | | 318,318 | | | | 324,943 | | | | 321,246 | |
| | | | | | | | | | | | | | | | |
Commitments and provisions | | | (Note 14) | | | | | | | | | | | | | |
The accompanying notes form part of the consolidated financial statements
"Ron Dewhurst" | "Sharon Ranson, FCPA, FCA" |
Director | Director |
| | | 2 |
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) | | | | | 2020 | | | 2019 | |
| | | | | | | | (Note 2) | |
Revenues | | | | | | | | | | | | |
Management fees | | | | | | | 15,125 | | | | 10,195 | |
Commissions | | | | | | | 5,179 | | | | 3,315 | |
Finance income | | | | | | | 914 | | | | 2,946 | |
Gain (loss) on investments | | | (Note 3 & 4) | | | | (4,352 | | | | 5 | |
Other income | | | (Note 6) | | | | 113 | | | | 77 | |
Total revenue | | | | | | | 16,979 | | | | 16,538 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Compensation | | | | | | | 9,570 | | | | 6,102 | |
Stock-based compensation | | | (Note 7) | | | | 555 | | | | 1,699 | |
Trailer and sub-advisor fees | | | | | | | 154 | | | | — | |
Placement and referral fees | | | | | | | 86 | | | | 58 | |
Selling, general and administrative | | | | | | | 3,544 | | | | 3,062 | |
Interest expense | | | | | | | 236 | | | | 244 | |
Amortization of intangibles | | | (Note 5) | | | | 215 | | | | 220 | |
Amortization of property and equipment | | | | | | | 773 | | | | 609 | |
Other expenses | | | (Note 6) | | | | (1,081 | | | | 1,038 | |
Total expenses | | | | | | | 14,052 | | | | 13,032 | |
Income before income taxes for the period | | | | | | | 2,927 | | | | 3,506 | |
Provision for income taxes | | | (Note 8) | | | | 1,865 | | | | 659 | |
Net income for the period | | | | | | | 1,062 | | | | 2,847 | |
Basic earnings per share | | | (Note 7) | | | $ | 0.01 | | | $ | 0.01 | |
Diluted earnings per share | | | (Note 7) | | | $ | 0.01 | | | $ | 0.01 | |
| | | | | | | | | | | | |
Net income for the period | | | | | | | 1,062 | | | | 2,847 | |
Other comprehensive income (loss) | | | | | | | | | | | | |
Items that may be reclassified subsequently to profit or loss | | | | | | | | | | | | |
Foreign currency translation gain (loss) on foreign operations (taxes of $Nil) | | | | | | | (18,696 | ) | | | 5,022 | |
Total other comprehensive income (loss) | | | | | | | (18,696 | ) | | | 5,022 | |
Comprehensive income (loss) | | | | | | | (17,634 | ) | | | 7,869 | |
The accompanying notes form part of the consolidated financial statements
| | | 3 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
(In thousands of US dollars, other than number of shares) | | | | | Number of Shares Outstanding | | | Capital Stock | | | Contributed Surplus | | | Deficit | | | Accumulated Other Comprehensive Income | | | Total Equity | |
At Dec. 31, 2019 | | | | | | | 244,176,419 | | | | 407,900 | | | | 43,160 | | | | (108,222 | ) | | | (71,208 | ) | | | 271,630 | |
Shares acquired for equity incentive plan | | | (Note 7) | | | | (1,223,044 | ) | | | (2,274 | ) | | | — | | | | — | | | | — | | | | (2,274 | ) |
Issuance of share capital on purchase of management contracts | | | (Note 7) | | | | 1,047,207 | | | | 2,500 | | | | | | | | — | | | | — | | | | 2,500 | |
Share-based contingent consideration related to the Acquisition | | | (Note 7) | | | | — | | | | — | | | | 4,879 | | | | — | | | | — | | | | 4,879 | |
Shares released on vesting of equity incentive plan | | | (Note 7) | | | | 158,342 | | | | 376 | | | | (376 | ) | | | — | | | | — | | | | — | |
Shares acquired and canceled under normal course issuer bid | | | (Note 7) | | | | (1,023,436 | ) | | | (1,940 | ) | | | — | | | | — | | | | — | | | | (1,940 | ) |
Foreign currency translation gain (loss) on foreign operations | | | | | | | — | | | | — | | | | — | | | | — | | | | (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) | | | | 479,585 | | | | 938 | | | | (938 | ) | | | — | | | | — | | | | — | |
Dividends declared | | | (Note 10) | | | | 22,715 | | | | 44 | | | | — | | | | (5,387 | ) | | | — | | | | (5,343 | ) |
Net income | | | | | | | — | | | | — | | | | — | | | | 1,062 | | | | — | | | | 1,062 | |
Balance, Mar. 31, 2020 | | | | | | | 243,637,788 | | | | 407,544 | | | | 47,280 | | | | (112,547 | ) | | | (89,904 | ) | | | 252,373 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At Dec. 31, 2018 | | | (Note 2) | | | | 243,062,337 | | | | 407,775 | | | | 42,964 | | | | (95,422 | ) | | | (81,808 | ) | | | 273,509 | |
Shares acquired for equity incentive plan | | | | | | | (130,000 | ) | | | (305 | ) | | | — | | | | — | | | | — | | | | (305 | ) |
Shares released on vesting of equity incentive plan | | | | | | | 968,967 | | | | 1,718 | | | | (1,718 | ) | | | — | | | | — | | | | — | |
Foreign currency translation gain (loss) on foreign operations | | | | | | | — | | | | — | | | | — | | | | — | | | | 5,022 | | | | 5,022 | |
Stock-based compensation | | | | | | | — | | | | — | | | | 1,699 | | | | — | | | | — | | | | 1,699 | |
Issuance of share capital on conversion of RSUs and other share based considerations | | | | | | | 476,030 | | | | 817 | | | | 588 | | | | — | | | | — | | | | 1,405 | |
Dividends declared | | | | | | | 15,323 | | | | 36 | | | | — | | | | (5,716 | ) | | | — | | | | (5,680 | ) |
Net income | | | | | | | — | | | | — | | | | — | | | | 2,847 | | | | — | | | | 2,847 | |
Balance, Mar. 31, 2019 | | | (Note 2) | | | | 244,392,657 | | | | 410,041 | | | | 43,533 | | | | (98,291 | ) | | | (76,786 | ) | | | 278,497 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes form part of the consolidated financial statements | | | | | | | | | | | | | | |
| | | 4 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | For the three months ended | |
| | Mar. 31 | | | Mar. 31 | |
(In thousands of US dollars) | | 2020 | | | 2019 | |
Operating Activities | | | | | (Note 2) | |
Net income for the period | | | 1,062 | | | | 2,847 | |
Add (deduct) non-cash items: | | | | | | | | |
Loss (gain) on net proprietary investments | | | 4,352 | | | | (5 | ) |
Stock-based compensation | | | 555 | | | | 1,699 | |
Amortization of property, equipment and intangible assets | | | 988 | | | | 829 | |
Deferred income tax recovery | | | 1,104 | | | | 376 | |
Current income tax expense | | | 761 | | | | 283 | |
Other items | | | (475 | ) | | | (1,137 | ) |
Income taxes paid | | | — | | | | (564 | ) |
Changes in: | | | | | | | | |
Fees receivable | | | (2,977 | ) | | | 481 | |
Loans receivable | | | — | | | | 2,188 | |
Other assets | | | 5,659 | | | | (9,974 | ) |
Accounts payable, accrued liabilities and compensation payable | | | (4,985 | ) | | | (1,302 | ) |
Cash provided by (used in) operating activities | | | 6,044 | | | | (4,279 | ) |
| | | | | | | | |
Investing Activities | | | | | | | | |
Purchase of investments | | | (3,809 | ) | | | (10,049 | ) |
Sale of investments | | | 2,148 | | | | 5,506 | |
Purchase of property and equipment | | | (215 | ) | | | (2,130 | ) |
Purchase of management contracts | | | (12,500 | ) | | | — | |
Cash provided (used in) investing activities | | | (14,376 | ) | | | (6,673 | ) |
| | | | | | | | |
Financing Activities | | | | | | | | |
Acquisition of common shares for equity incentive plan | | | (2,274 | ) | | | (305 | ) |
Acquisition of common shares under normal course issuer bid | | | (1,940 | ) | | | — | |
Net advances from loan facility | | | 4,153 | | | | 15,315 | |
Dividends paid | | | (5,343 | ) | | | (5,680 | ) |
Cash provided by (used in) financing activities | | | (5,404 | ) | | | 9,330 | |
Effect of foreign exchange on cash balances | | | (6,104 | ) | | | 3,050 | |
Net increase (decrease) in cash and cash equivalents during the period | | | (19,840 | ) | | | 1,428 | |
Cash and cash equivalents, beginning of the year | | | 54,748 | | | | 34,637 | |
Cash and cash equivalents, end of the period | | | 34,908 | | | | 36,065 | |
Cash and cash equivalents: | | | | | | | | |
Cash | | | 29,781 | | | | 32,127 | |
Short-term deposits | | | 5,127 | | | | 3,938 | |
| | | 34,908 | | | | 36,065 | |
Supplementary disclosure of cash flow information | | | | | | | | |
Amount of interest received during the period | | | — | | | | 1,194 | |
The accompanying notes form part of the consolidated financial statements
| | | 5 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
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.
| 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Statement of compliance
The interim condensed consolidated financial statements have been prepared in accordance with IFRS standards in effect as at March 31, 2020, specifically, IAS 34 Interim Financial Reporting.
Compliance with IFRS requires the Company to exercise judgment and make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may vary. Except as otherwise noted, significant accounting judgments and estimates are described in Note 2 of the as of December 31, 2019 annual audited financial statements and have been applied consistently to the interim financial statements as at and for the three months ended March 31, 2020.
Basis of presentation
These interim financial statements have been prepared on a going concern basis and on a historical cost basis, except for financial assets and financial liabilities classified as fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"), both of which have been measured at fair value. The financial statements are presented in US dollars and all values are rounded to the nearest thousand ($000), except when indicated otherwise.
Principles of consolidation
These interim financial statements of the Company are prepared on a consolidated basis so as to include the accounts of all limited partnerships and corporations the Company is deemed to control under IFRS. Controlled limited partnerships and corporations ("subsidiaries") are consolidated from the date the Company obtains control. All intercompany balances with subsidiaries are eliminated upon consolidation. Subsidiary financial statements are prepared over the same reporting period as the Company and are based on accounting policies consistent with that of the Company.
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.
The Company currently controls the following principal subsidiaries:
| • | Sprott Asset Management LP ("SAM"); |
| • | Sprott Capital Partners LP ("SCP"); |
| • | Sprott Asia LP ("Sprott Asia") and Sprott Korea Corporation ("Sprott Korea"); |
| • | Sprott U.S. Holdings Inc. ("SUSHI"), parent of: (1) Rule Investments Inc. ("RII"); (2) Sprott Global Resource Investments Ltd. ("SGRIL"); (3) Sprott Asset Management USA Inc. ("SAM US"); and (4) Resource Capital Investment Corporation ("RCIC"). Collectively, the interests of SUSHI are referred to as "Global" in these financial statements; |
| • | Sprott Resource Lending Corp. ("SRLC"); |
| • | Sprott Inc. 2011 Employee Profit Sharing Plan Trust (the "Trust"). |
| | | 6 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Changes in accounting policies
Change in presentation currency
Effective January 1, 2020, the Company changed its presentation currency from CAD to USD to better reflect the Company's business activities, given the significance of our revenues denominated in US dollars that further increased in 2020 with the January 17, 2020 close of Tocqueville Asset Management's gold strategies ("the Acquisition").
The Company followed the guidance of IAS 21 Effects of Changes in Foreign Exchange Rates ("IAS 21") and have applied the change retroactively. As a result, the Company has restated prior year comparatives, including the January 1 opening balance sheet as required by IFRS 1. The change in presentation currency had the following effect:
| • | Assets and liabilities have been translated at the exchange rate on the respective reporting dates; |
| • | Equity transactions have been translated at the historical exchange rate at the date of the transaction; |
| • | The statements of operations has been translated at the average exchange rate on the respective reporting dates; |
| • | Exchange differences arising on translation are presented in the accumulated other comprehensive income line in shareholders' equity on the balance sheet. |
The exchange rates used for prior periods were as follows:
| | Dec. 31, 2019 | | | Mar. 31, 2019 | | | Jan. 1, 2019 | |
As at reporting date | | | 1.31 | | | | 1.34 | | | | 1.36 | |
Average rate for the 3 month ended | | | 1.32 | | | | 1.33 | | | | 1.32 | |
Contingent consideration
The Acquisition necessitated the recognition of contingent consideration for the amounts payable in cash and shares under the terms of the purchase agreement. The cash settled portion of the contingent consideration has been measured at the closing date fair value, based on management’s estimate of the level of future revenue obtained from the contracts over the contingent consideration measurement period. The equity settled portion of the contingent consideration has been measured at its grant date fair value in accordance with the requirements of IFRS 2 Share-based Payment. The key judgments utilized in the estimation of the contingent consideration were fund flow assumptions. As at March 31, 2020, there was no change to the estimate of the contingent consideration.
Other accounting policies
All other accounting policies, judgments, and estimates described in the annual audited financial statements have been applied consistently to these consolidated interim financial statements unless otherwise noted.
| | | 7 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Short-term investments
Primarily consist of equity investments in public and private entities we target through our lending, managed equities and brokerage segments (in thousands $):
| | Classification and measurement criteria | | March 31, 2020 | | | Dec. 31, 2019 | |
Public equities and share purchase warrants | | FVTPL | | | 6,582 | | | | 10,520 | |
Fixed income securities | | FVTPL | | | 1,856 | | | | 4,220 | |
Private holdings: | | | | | | | | | | |
- Private investments | | FVTPL | | | 1,843 | | | | 1,864 | |
- Energy contracts | | Non-financial instrument | | | — | | | | 891 | |
Total proprietary investments | | | | | 10,281 | | | | 17,495 | |
Gains and losses on financial assets and liabilities classified at FVTPL are included in the gain (loss) on investments on the consolidated statements of operations.
Co-investments
Consists of the following (in thousands $):
| | Classification and measurement criteria | | March 31, 2020 | | | Dec. 31, 2019 | |
Co-investments in funds | | FVTPL | | | 53,952 | | | | 55,595 | |
Total co-investments | | | | | 53,952 | | | | 55,595 | |
Gains and losses on co-investments in funds are included in the gain (loss) on investments on the consolidated statements of operations.
| | | 8 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
| 5 | GOODWILL AND INTANGIBLE ASSETS |
Consist of the following (in thousands $):
| | Goodwill | | | Fund management contracts (indefinite life) | | | Fund management contracts (finite life) | | | Total | |
Cost | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | 132,251 | | | | 97,744 | | | | 34,768 | | | | 264,763 | |
Additions | | | — | | | | 1,376 | | | | — | | | | 1,376 | |
Net exchange differences | | | — | | | | 4,350 | | | | 1,540 | | | | 5,890 | |
At December 31, 2019 | | | 132,251 | | | | 103,470 | | | | 36,308 | | | | 272,029 | |
Additions | | | — | | | | 36,107 | | | | — | | | | 36,107 | |
Net exchange differences | | | — | | | | (8,000 | ) | | | (813 | ) | | | (8,813 | ) |
At March 31, 2020 | | | 132,251 | | | | 131,577 | | | | 35,495 | | | | 299,323 | |
| | | | | | | | | | | | | | | | |
Accumulated amortization | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | (113,102 | ) | | | — | | | | (23,753 | ) | | | (136,855 | ) |
Amortization charge for the period | | | — | | | | — | | | | (879 | ) | | | (879 | ) |
Net exchange differences | | | — | | | | — | | | | (1,068 | ) | | | (1,068 | ) |
At December 31, 2019 | | | (113,102 | ) | | | — | | | | (25,700 | ) | | | (138,802 | ) |
Amortization charge for the period | | | — | | | | — | | | | (215 | ) | | | (215 | ) |
Net exchange differences | | | — | | | | — | | | | — | | | | — | |
At March 31, 2020 | | | (113,102 | ) | | | — | | | | (25,915 | ) | | | (139,017 | ) |
| | | | | | | | | | | | | | | | |
Net book value at: | | | | | | | | | | | | | | | | |
December 31, 2019 | | | 19,149 | | | | 103,470 | | | | 10,608 | | | | 133,227 | |
March 31, 2020 | | | 19,149 | | | | 131,577 | | | | 9,580 | | | | 160,306 | |
| | | 9 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Impairment assessment of goodwill
The Company has identified 5 cash generating units ("CGU") as follows:
• Exchange Listed Products
• Managed Equities
• Lending
• Brokerage
• Corporate
As at March 31, 2020, the Company had allocated $19.1 million (December 31, 2019 - $19.1 million) of goodwill on a relative value approach basis to the exchange listed products and managed equities CGUs.
In the normal course, goodwill is tested for impairment once per annum, which for the Company is during the fourth quarter of each year or earlier if there are indicators of impairment. During the quarter, there were no indicators of impairment in either the exchange listed products CGU or the managed equities CGU.
Impairment assessment of indefinite life fund management contracts
As at March 31, 2020, the Company had indefinite life intangibles related to fund management contracts of $131.6 million (December 31, 2019 - $103.5 million). The addition during the year relates to the Acquisition. The cost of the intangible asset was recorded at the fair value of consideration transferred, including contingent consideration (see Note 2) and the acquisition costs directly attributable to the transfer of the management contracts (see Note 6). There were no indicators of impairment as at March 31, 2020.
Impairment assessment of finite life fund management contracts
As at March 31, 2020, the Company had exchange listed fund management contracts within the exchange listed products CGU of $9.6 million (December 31, 2019 - $11 million). There were no indicators of impairment as at March 31, 2020.
| | | 10 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
| 6 | OTHER ASSETS, INCOME AND EXPENSES |
Other assets
Consist of the following (in thousands $):
| | Mar. 31, 2020 | | | Dec. 31, 2019 | |
Digital gold strategies(1) | | | 16,709 | | | | 18,913 | |
Fund recoveries and investment receivables | | | 5,915 | | | | 5,951 | |
Deferred costs related to the Acquisition(2) | | | — | | | | 1,806 | |
Prepaid expenses | | | 2,863 | | | | 4,355 | |
Other (3) | | | 2,110 | | | | 2,231 | |
Total Other assets | | | 27,597 | | | | 33,256 | |
| (1) | Digital gold strategies are financial instruments classified at FVTPL. Gains and losses are included in the gain (loss) on investments on the consolidated statements of operations. These investments were reclassified from long-term investments to other assets. |
| (2) | Includes legal, proxy and investor relations costs. |
| (3) | Other includes miscellaneous third-party receivables. |
Other income
Consist of the following (in thousands $):
| | For the three months ended | |
| | Mar. 31, 2020 | | | Mar. 31, 2019 | |
Investment income (1) | | | 113 | | | | 77 | |
Total Other income | | | 113 | | | | 77 | |
| (1) | Primarily includes investment fund income, syndication and trailer fee income. |
Other expenses
Consist of the following (in thousands $):
| | For the three months ended | |
| | Mar. 31, 2020 | | | Mar. 31, 2019 | |
Costs related to energy assets | | | 798 | | | | 8 | |
Foreign exchange losses (gains) | | | (2,214 | ) | | | 769 | |
Other (1) | | | 335 | | | | 261 | |
Total Other expenses | | | (1,081 | ) | | | 1,038 | |
| (1) | Includes non-recurring professional fees and transaction costs. |
| | | 11 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Capital stock and contributed surplus
The authorized and issued share capital of the Company consists of an unlimited number of common shares, without par value.
| | Number of shares | | | Stated value (in thousands $) | |
At Dec. 31, 2018 | | | 243,062,337 | | | | 407,775 | |
Issuance of share capital under dividend reinvestment program | | | 61,519 | | | | 147 | |
Acquired and cancelled under normal course issuer bid | | | (740,600 | ) | | | (1,715 | ) |
Issuance of share capital on conversion of RSUs | | | 815,289 | | | | 1,654 | |
Acquired for equity incentive plan | | | (1,826,124 | ) | | | (4,906 | ) |
Released on vesting of equity incentive plan | | | 2,803,998 | | | | 4,945 | |
At Dec. 31, 2019 | | | 244,176,419 | | | | 407,900 | |
Issuance of share capital under dividend reinvestment program | | | 22,715 | | | | 44 | |
Issuance of share capital on conversion of RSUs and other share based considerations | | | 479,585 | | | | 938 | |
Issuance of share capital on purchase of management contracts | | | 1,047,207 | | | | 2,500 | |
Acquired for equity incentive plan | | | (1,223,044 | ) | | | (2,274 | ) |
Acquired and cancelled under normal course issuer bid | | | (1,023,436 | ) | | | (1,940 | ) |
Released on vesting of equity incentive plan | | | 158,342 | | | | 376 | |
At Mar. 31, 2020 | | | 243,637,788 | | | | 407,544 | |
Contributed surplus consists of: stock option expense; earn-out shares expense; equity incentive plans' expense; and additional purchase consideration.
| | Stated value (in thousands $) | |
At Dec. 31, 2018 | | | 42,964 | |
Expensing of Stock-based compensation over the vesting period | | | 5,392 | |
Issuance of share capital on conversion of RSUs | | | (251 | ) |
Released on vesting of common shares for equity incentive plan | | | (4,945 | ) |
At Dec. 31, 2019 | | | 43,160 | |
Expensing of Stock-based compensation over the vesting period | | | 555 | |
Share-based contingent consideration related to the Acquisition | | | 4,879 | |
Issuance of share capital on conversion of RSUs and other share based considerations | | | (938 | ) |
Released on vesting of common shares for equity incentive plan | | | (376 | ) |
At Mar. 31, 2020 | | | 47,280 | |
| | | 12 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Stock option plan
The Company has an option plan (the "Plan") intended to provide incentives to directors, officers and employees of the Company and its wholly owned subsidiaries. The aggregate number of shares issuable upon the exercise of all options granted under the Plan and under all other stock-based compensation arrangements including the Trust and Equity Incentive Plan ("EIP") cannot exceed 10% of the issued and outstanding shares of the Company as at the date of grant. The options may be granted at a price that is not less than the market price of the Company's common shares at the time of grant. The options vest annually over a three-year period and may be exercised during a period not to exceed 10 years from the date of grant.
There were no stock options issued or exercised for the three months ended March 31, 2020 (three months ended March 31, 2019 - Nil).
For valuing share option grants, the fair value method of accounting is used. The fair value of option grants is determined using the Black-Scholes option-pricing model, which takes into account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Compensation cost is recognized over the vesting period, assuming an estimated forfeiture rate, with an offset to contributed surplus. When exercised, amounts originally recorded against contributed surplus as well as any consideration paid by the option holder is credited to capital stock.
A summary of the changes in the Plan is as follows:
| | Number of options (in thousands) | | | Weighted average exercise price (CAD $) | |
Options outstanding, December 31, 2018 | | | 3,275 | | | | 2.57 | |
Options exercisable, December 31, 2018 | | | 1,875 | | | | 2.70 | |
Options outstanding, December 31, 2019 | | | 3,275 | | | | 2.57 | |
Options exercisable, December 31, 2019 | | | 2,575 | | | | 2.60 | |
Options outstanding, March 31, 2020 | | | 3,275 | | | | 2.57 | |
Options exercisable, March 31, 2020 | | | 3,275 | | | | 2.57 | |
Options outstanding and exercisable as at March 31, 2020 are as follows:
Exercise price (CAD $) | | Number of outstanding options (in thousands) | | | Weighted average remaining contractual life (years) | | | Number of options exercisable (in thousands) | |
6.60 | | | 150 | | | | 0.6 | | | | 150 | |
2.33 | | | 3,000 | | | | 5.8 | | | | 3,000 | |
2.73 | | | 125 | | | | 6.1 | | | | 125 | |
2.33 to 6.60 | | | 3,275 | | | | 5.6 | | | | 3,275 | |
| | | 13 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Equity incentive plan
For employees in Canada, the Trust has been established and the Company will fund the Trust with cash, which will be used by the trustee to purchase: (1) on the open market, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible members; or (2) from treasury, common shares of the Company that will be held in the Trust until the awards vest and are distributed to eligible employees; and (3) from time-to-time, purchases from 2176423 Ontario Ltd., a company controlled by Eric Sprott, pursuant to the terms and conditions of a previously announced share transaction. For employees in the U.S. under the EIP plan, the Company will allot common shares of the Company as either: (1) restricted stock; (2) unrestricted stock; or (3) restricted stock units ("RSUs"), the resulting common shares of which will be issued from treasury.
There were 652,799 RSUs granted during the three months ended March 31, 2020 (three months ended March 31, 2019 - 256,719). The Trust acquired 1.2 million shares in the three months ended March 31, 2020 (three months ended March 31, 2019 - 0.1 million shares).
| | Number of common shares | |
Common shares held by the Trust, December 31, 2018 | | | 9,932,256 | |
Acquired | | | 1,826,124 | |
Released on vesting | | | (2,803,998 | ) |
Unvested common shares held by the Trust, December 31, 2019 | | | 8,954,382 | |
Acquired | | | 1,223,044 | |
Released on vesting | | | (158,342 | ) |
Unvested common shares held by the Trust, March 31, 2020 | | | 10,019,084 | |
The table below provides a breakdown of the share-based compensation expense and the corresponding increase to contributed surplus:
| | For the three months ended | |
| | March 31, 2020 | | | March 31, 2019 | |
Stock option plan | | | 10 | | | | 57 | |
EPSP / EIP | | | 545 | | | | 1,642 | |
| | | 555 | | | | 1,699 | |
| | | 14 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Basic and diluted earnings per share
The following table presents the calculation of basic and diluted earnings per common share:
| | For the three months ended | |
| | March 31, 2020 | | | March 31, 2019 | |
Numerator (in thousands $): | | | | | | | | |
Net income - basic and diluted | | | 1,062 | | | | 2,847 | |
| | | | | | | | |
Denominator (Number of shares in thousands): | | | | | | | | |
Weighted average number of common shares | | | 254,150 | | | | 253,417 | |
Weighted average number of unvested shares purchased by the Trust | | | (8,761 | ) | | | (9,238 | ) |
Weighted average number of common shares - basic | | | 245,389 | | | | 244,179 | |
Weighted average number of dilutive stock options | | | 3,000 | | | | 3,125 | |
Weighted average number of unvested shares purchased by the Trust | | | 8,761 | | | | 9,238 | |
Weighted average number of common shares - diluted | | | 257,150 | | | | 256,542 | |
Net income per common share | | | | | | | | |
Basic | | $ | 0.01 | | | $ | 0.01 | |
Diluted | | $ | 0.01 | | | $ | 0.01 | |
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, 2020 and 2019, all entities were in compliance with their respective capital requirements.
| | | 15 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
The major components of income tax expense are as follows (in thousands $):
| | For the three months ended | |
| | Mar. 31, 2020 | | | Mar. 31, 2019 | |
Current income tax expense (recovery) | | | | | | | | |
Based on taxable income of the current period | | | 761 | | | | 283 | |
| | | 761 | | | | 283 | |
Deferred income tax expense (recovery) | | | | | | | | |
Total deferred income tax expense | | | 1,104 | | | | 376 | |
Income tax expense reported in the consolidated statements of operations | | | 1,865 | | | | 659 | |
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, 2020 | | | Mar. 31, 2019 | |
Income before income taxes | | | 2,927 | | | | 3,506 | |
Tax calculated at domestic tax rates applicable to profits in the respective countries | | | 787 | | | | 936 | |
Tax effects of: | | | | | | | | |
Non-deductible stock-based compensation | | | 25 | | | | 34 | |
Non-taxable capital (gains) and losses | | | 939 | | | | (114 | ) |
Intangibles | | | 33 | | | | 21 | |
Other temporary differences not benefited | | | (22 | ) | | | 48 | |
Non-capital losses not benefited previously | | | — | | | | (358 | ) |
Rate differences and other | | | 103 | | | | 92 | |
Tax charge | | | 1,865 | | | | 659 | |
The weighted average statutory tax rate was 26.9% (March 31, 2019 - 26.7%). The Company has $5 million of capital tax losses from prior years that will begin to expire in 2020. The benefit of these capital losses has not been recognized.
| | | 16 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits of these losses is dependent upon a number of factors, including the future profitability of operations in the jurisdictions in which the tax losses arose. The movement in significant components of the Company's deferred income tax assets and liabilities is as follows (in thousands $):
For the three months ended March 31, 2020
| | Dec. 31, 2019 | | | Recognized in income | | | Recognized in other comprehensive income | | | Mar. 31, 2020 | |
Deferred income tax assets | | | | | | | | | | | | | | | | |
Stock-based compensation | | | 4,056 | | | | 11 | | | | (315 | ) | | | 3,752 | |
Non-capital losses | | | 3,432 | | | | (1,303 | ) | | | (163 | ) | | | 1,966 | |
Unrealized losses | | | 910 | | | | 161 | | | | (79 | ) | | | 992 | |
Other | | | 247 | | | | 149 | | | | 1 | | | | 397 | |
Total deferred income tax assets | | | 8,645 | | | | (982 | ) | | | (556 | ) | | | 7,107 | |
| | | | | | | | | | | | | | | | |
Deferred income tax liabilities | | | | | | | | | | | | | | | | |
Fund management contracts | | | 7,037 | | | | 333 | | | | (562 | ) | | | 6,808 | |
Other | | | (249 | ) | | | (211 | ) | | | 37 | | | | (423 | ) |
Total deferred income tax liabilities | | | 6,788 | | | | 122 | | | | (525 | ) | | | 6,385 | |
Net deferred income tax assets | | | 1,857 | | | | (1,104 | ) | | | (31 | ) | | | 722 | |
For the year ended December 31, 2019
| | Dec. 31, 2018 | | | Recognized in income | | | Recognized in other comprehensive income | | | Dec. 31, 2019 | |
Deferred income tax assets | | | | | | | | | | | | | | | | |
Other stock-based compensation | | | 3,152 | | | | 750 | | | | 154 | | | | 4,056 | |
Non-capital losses | | | 3,678 | | | | (372 | ) | | | 126 | | | | 3,432 | |
Unrealized losses | | | 283 | | | | 604 | | | | 23 | | | | 910 | |
Other | | | 376 | | | | (143 | ) | | | 14 | | | | 247 | |
Total deferred income tax assets | | | 7,489 | | | | 839 | | | | 317 | | | | 8,645 | |
| | | | | | | | | | | | | | | | |
Deferred income tax liabilities | | | | | | | | | | | | | | | | |
Fund management contracts | | | 5,364 | | | | 1,409 | | | | 264 | | | | 7,037 | |
Other | | | 94 | | | | (339 | ) | | | (4 | ) | | | (249 | ) |
Total deferred income tax liabilities | | | 5,458 | | | | 1,070 | | | | 260 | | | | 6,788 | |
Net deferred income tax assets | | | 2,031 | | | | (231 | ) | | | 57 | | | | 1,857 | |
| | | 17 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
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, 2020 and December 31, 2019 (in thousands $).
Short-term investments
March 31, 2020 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Public equities and share purchase warrants | | | 5,164 | | | | 1,418 | | | | — | | | | 6,582 | |
Fixed income securities | | | — | | | | 1,150 | | | | 706 | | | | 1,856 | |
Private holdings | | | — | | | | — | | | | 1,843 | | | | 1,843 | |
Total net recurring fair value measurements | | | 5,164 | | | | 2,568 | | | | 2,549 | | | | 10,281 | |
12/31/2019 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Public equities and share purchase warrants | | | 7,537 | | | | 2,983 | | | | — | | | | 10,520 | |
Fixed income securities | | | — | | | | 3,454 | | | | 766 | | | | 4,220 | |
Private holdings | | | — | | | | — | | | | 1,864 | | | | 1,864 | |
Total net recurring fair value measurements | | | 7,537 | | | | 6,437 | | | | 2,630 | | | | 16,604 | |
Co-investments
March 31, 2020 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Co-investments in funds | | | — | | | | 48,872 | | | | 5,080 | | | | 53,952 | |
Total net recurring fair value measurements | | | — | | | | 48,872 | | | | 5,080 | | | | 53,952 | |
12/31/2019 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Co-investments in funds | | | — | | | | 51,065 | | | | 4,530 | | | | 55,595 | |
Total net recurring fair value measurements | | | — | | | | 51,065 | | | | 4,530 | | | | 55,595 | |
Other Assets
March 31, 2020 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Digital gold strategies | | | — | | | | — | | | | 16,709 | | | | 16,709 | |
Total net recurring fair value measurements | | | — | | | | — | | | | 16,709 | | | | 16,709 | |
| | | 18 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
12/31/2019 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Digital gold strategies | | | — | | | | — | | | | 18,913 | | | | 18,913 | |
Total net recurring fair value measurements | | | — | | | | — | | | | 18,913 | | | | 18,913 | |
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 2020 | |
| | Dec. 31, 2019 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Mar. 31, 2020 | |
Private holdings | | | 1,864 | | | | — | | | | — | | | | (21 | ) | | | 1,843 | |
Fixed income securities | | | 766 | | | | — | | | | — | | | | (60 | ) | | | 706 | |
| | | 2,630 | | | | — | | | | — | | | | (81 | ) | | | 2,549 | |
| | Changes in the fair value of Level 3 measurements - Dec. 31, 2019 | |
| | Dec. 31, 2018 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Dec. 31, 2019 | |
Private holdings | | | 2,075 | | | | 34 | | | | (43 | ) | | | (202 | ) | | | 1,864 | |
Fixed income securities | | | 733 | | | | — | | | | — | | | | 33 | | | | 766 | |
| | | 2,808 | | | | 34 | | | | (43 | ) | | | (169 | ) | | | 2,630 | |
Co-investments
| | Changes in the fair value of Level 3 measurements - Mar. 31, 2020 | |
| | Dec. 31, 2019 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Mar. 31, 2020 | |
Co-investments in funds | | | 4,530 | | | | 800 | | | | — | | | | (250 | ) | | | 5,080 | |
| | | 4,530 | | | | 800 | | | | — | | | | (250 | ) | | | 5,080 | |
| | Changes in the fair value of Level 3 measurements - Dec. 31, 2019 | |
| | Dec. 31, 2018 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Dec. 31, 2019 | |
Co-investments in funds | | | 3,574 | | | | 1,193 | | | | — | | | | (237 | ) | | | 4,530 | |
| | | 3,574 | | | | 1,193 | | | | — | | | | (237 | ) | | | 4,530 | |
| | | 19 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
Other Assets
| | Changes in the fair value of Level 3 measurements - Mar. 31, 2020 | |
| | Dec. 31, 2019 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Mar. 31, 2020 | |
Digital gold strategies | | | 18,913 | | | | — | | | | — | | | | (2,204 | ) | | | 16,709 | |
| | | 18,913 | | | | — | | | | — | | | | (2,204 | ) | | | 16,709 | |
| | | | | | | | | | | | | | | | | | | | |
| | Changes in the fair value of Level 3 measurements - Dec. 31, 2019 | |
| | Dec. 31, 2018 | | | Purchases and reclassifications | | | Settlements | | | Net unrealized gains (losses) included in net income | | | Dec. 31, 2019 | |
Digital gold strategies | | | 18,285 | | | | 2,574 | | | | 0 | | | | (1,946 | ) | | | 18,913 | |
| | | 18,285 | | | | 2,574 | | | | 0 | | | | (1,946 | ) | | | 18,913 | |
During the three months ended March 31, 2020, the Company transferred public equities of $0.5 million (December 31, 2019 - $2.5 million) from Level 2 to Level 1 within the fair value hierarchy due to the release of trading restrictions by the issuer. For the three months ended March 31, 2020, the Company purchased level 3 investments of $0.8 million (December 31, 2019 - $3.9 million). For the three months ended March 31, 2020, the Company transferred $Nil million (December 31, 2019 - $0.1 million) from Level 3 to Level 1 within the fair value hierarchy.
The following table presents the valuation techniques used by the Company in measuring fair values:
Type | Valuation Technique |
Public equities and share purchase warrants | Fair values are determined using pricing models which incorporate all available market-observable inputs. |
| |
Hedge funds and private equity funds | Fair values are based on the last available Net Asset Value. |
| |
Fixed income securities | Fair values are based on independent market data providers or third-party broker quotes. |
| |
Private holdings (including digital gold strategies) | Fair values based on variety of valuation techniques, including discounted cash flows, comparable recent transactions and other techniques used by market participants |
The Company’s Level 3 securities consist of private holdings, private equity funds and fixed income securities of private companies. The significant unobservable inputs used in these valuation techniques can vary considerably over time, and include grey market financing prices, discount rates and extraction recovery rates of mining projects. A significant change in any of these inputs in isolation would result in a material impact in fair value measurement. The potential impact of a 5% change in the significant unobservable inputs on profit or loss would be approximately $0.9 million (December 31, 2019 - $0.9 million).
Financial instruments not carried at fair value
For fees receivable, other assets, accounts payable and accrued liabilities and compensation payable, the carrying amount represents a reasonable approximation of fair value due to their short term maturity.
| | | 20 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
The following dividends were declared by the Company during the three months ended March 31, 2020:
Record date | | Payment Date | | Cash dividend per share (CAD $) | | | Total dividend amount (in thousands $) | |
March 09, 2020 - Regular Dividend Q4 - 2019 | | March 24, 2020 | | | 0.03 | | | | 5,387 | |
Dividends (1) | | | | | | | | | 5,387 | |
| (1) | Subsequent to quarter-end, on May 7, 2020, a regular dividend of CAD$0.03 per common share was declared for the quarter ended March 31, 2020. This dividend is payable on June 3, 2020 to shareholders of record at the close of business on May 19, 2020. |
COVID-19 risk
The changing economic and market climate as a result of COVID-19 has led to the Company implementing its business continuity plan. Our portfolio managers, brokerage professionals, enterprise shared services teams and key outsource service providers are fully operational. While the exact impacts of COVID-19 over the short and long-term are undeterminable at the date of this report, management believes the effects of COVID-19 we have witnessed thus far, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets.
Other risk management activities
All other risk management activities described in the annual audited financial statements are consistent with the consolidated interim financial statements.
| | | 21 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
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 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, 2020
| | Exchange Listed Products | | | Managed Equities | | | Lending | | | Brokerage | | | Corporate | | | 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 the three months ended March 31, 2019
| | | 22 |
SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
| | Exchange Listed Products | | | Managed Equities | | | Lending | | | Brokerage | | | Corporate | | | Elimination and all other segments | | | Consolidated | |
Total revenue | | | 5,752 | | | | 2,380 | | | | 3,035 | | | | 4,214 | | | | (190 | ) | | | 1,347 | | | | 16,538 | |
Total expenses | | | 2,180 | | | | 2,104 | | | | 1,634 | | | | 4,497 | | | | 1,831 | | | | 786 | | | | 13,032 | |
Income (loss) before income taxes | | | 3,572 | | | | 276 | | | | 1,401 | | | | (283 | ) | | | (2,021 | ) | | | 561 | | | | 3,506 | |
Adjusted base EBITDA | | | 4,285 | | | | 688 | | | | 3,042 | | | | 2 | | | | (1,272 | ) | | | 173 | | | | 6,918 | |
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, 2020 | | | Mar. 31, 2019 | |
Canada | | | 13,801 | | | | 13,791 | |
United States | | | 3,178 | | | | 2,747 | |
| | | 16,979 | | | | 16,538 | |
As at March 31, 2020, the Company had $18.2 million (December 31, 2019 - $15.3 million) outstanding on its credit facility, $3.5 million of which is due within 12 months and $14.7 million is due after 12 months (December 31, 2019 - $3.8 million and $11.5 million respectively).
The Company has a 5 year, CAD$90 million credit facility with a major Canadian schedule I chartered bank. The facility consists of a CAD$25 million term loan and a CAD$65 million revolving line of credit. Amounts may be borrowed under the facility through prime rate loans or bankers’ acceptances. Amounts may also be borrowed in U.S. dollars through base rate loans. In 2019, the Company drew CAD$25 million on the term loan portion of the credit facility to avoid its expiry and to partially fund anticipated growth in the business over the next 12-18 months. As at March 31, 2020, the Company was in compliance with all covenants, terms and conditions under the credit facility. Key terms under the credit facility are noted below:
Structure
| • | 5-year, CAD$65 million revolver with "bullet maturity" December 31, 2022 |
| • | 5-year, CAD $25 million term loan with 5% of principal amortizing quarterly, with the remaining balance maturing on December 31, 2022 |
Interest Rate
| • | Banker Acceptance Rate + 170 bps |
Covenant Terms
| • | Minimum AUM: CAD$8.2 billion |
| • | Debt to EBITDA less than 2.5:1 |
| • | EBITDA to interest expense more than 2.5:1 |
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SPROTT INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three months ended March 31, 2020 and 2019
| 14 | COMMITMENTS 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, 2020, the Company had $3.5 million in co-investment commitments from the lending segment (December 31, 2019 - $6.6 million).
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