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.2

 

Management’s Discussion and Analysis

 

Years ended December 31, 2020 and 2019

 

1


 

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) the belief that distortion in financial asset valuations is now so extreme that there has never been a stronger argument for investors to hold non-correlated assets, such as precious metals and their related equities, in their portfolios; (ii) the belief that there will be a rotation of investor capital into precious metal equities; (iii) the commitment to extend the company’s reach by increasing our presence in key markets such as Europe and Asia; (iv) the expectation of expanding the client base with the launch of complementary new investment strategies in 2021; (v) the belief that 2021 will be a great year for the company, as it continues to strive to be the world’s leading precious metals investment firm; (vi) continued strength in global precious metals pricing and mining equities markets throughout 2021; (vii) anticipation of flat-to-lower AUM in our lending segment as capital calls into new lending LPs are offset by capital distributions from older lending LPs that will be wound up later in the year, including the expectation of crystallized material carried interest gains from those LPs; (viii) anticipation of mining sector equity origination and M&A activity to remain constructive in 2021; (ix) at a consolidated level, the belief that the aforementioned segment level results will lead to another strong year for Sprott Inc. as far as continued earnings growth and strong operating margins; (x) expectation of the effects of COVID-19, and in particular, world government responses thereto via fiscal and monetary policy, will continue to be highly constructive to precious metals markets; and (xi) 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) those risks described under the heading “Risk Factors” in the Company’s annual information form dated February 25, 2021; and (xxix) those risks described under the headings “Managing Risk: Financial” and “Managing Risk: Non-Financial” in this MD&A. In addition, the payment of dividends is not guaranteed and the amount and timing of any dividends payable by the Company will be at the discretion of the Board of Directors of the Company and will be established on the basis of the Company’s earnings, the satisfaction of solvency tests imposed by applicable corporate law for the declaration and payment of dividends, and other relevant factors. The Forward-Looking Statements speak only as of the date hereof, unless otherwise specifically noted, and the Company does not assume any obligation to publicly update any Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

 

Management’s discussion and analysis

 

This MD&A of financial condition and results of operations, dated February 25, 2021, presents an analysis of the consolidated financial condition of the Company and its subsidiaries as at December 31, 2020, compared with December 31, 2019, and the consolidated results of operations for the three and twelve months ended December 31, 2020, compared with the three and twelve months ended December 31, 2019. The board of directors approved this MD&A on February 25, 2021. All note references in this MD&A are to the notes to the Company’s December 31, 2020 audited annual consolidated financial statements (“annual financial statements”), unless otherwise noted. The Company was incorporated under the Business Corporations Act (Ontario) on February 13, 2008.

 

Presentation of financial information

 

The financial statements, including the required comparative information, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Financial results, including related historical comparatives contained in this MD&A, unless otherwise specified herein, are based on the annual financial statements. While the Company’s functional currency is the Canadian dollar, its presentation currency has changed to US dollars effective January 1, 2020, with the prior period figures restated accordingly. We believe the US dollar better reflects the Company’s consolidated financial position and results of operations given the materiality of revenues denominated in US dollars that further increased in 2020 with the January 17, 2020 close of the Tocqueville Asset Management gold strategies acquisition (the “Acquisition”). Accordingly, all dollar references in this MD&A are in US dollars, unless otherwise specified. The use of the term “prior period” refers to the three and twelve months ended December 31, 2019.

 

2


 

Key performance indicators (non-IFRS financial measures)

 

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

 

Assets under management

 

Assets under management (“AUM”) refers to the total net assets managed by the Company through its various investment product offerings, managed accounts and managed companies.

 

Net inflows

 

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

 

Net sales

 

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

 

Capital calls and commitments

 

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

 

Net fees

 

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

 

Net commissions

 

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

 

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 the 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.

 

3


 

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

 

12 months ended

 

(in thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Net income for the periods

 

6,720

 

1,445

 

26,978

 

10,209

 

Adjustments:

 

 

 

 

 

 

 

 

 

Interest expense

 

331

 

269

 

1,237

 

1,036

 

Provision for income taxes

 

2,561

 

948

 

7,684

 

2,741

 

Depreciation and amortization

 

1,023

 

1,254

 

4,052

 

3,795

 

EBITDA

 

10,635

 

3,916

 

39,951

 

17,781

 

Other adjustments:

 

 

 

 

 

 

 

 

 

(Gain) loss on investments (1)

 

3,089

 

1,422

 

(5,109

)

1,055

 

Non-cash stock-based compensation

 

1,307

 

648

 

2,835

 

3,863

 

Other expenses (2)

 

4,266

 

2,274

 

11,035

 

7,123

 

Adjusted EBITDA

 

19,297

 

8,260

 

48,712

 

29,822

 

Other adjustments:

 

 

 

 

 

 

 

 

 

Carried interest and performance fees

 

(10,075

)

(1,811

)

(10,075

)

(1,811

)

Carried interest and performance fee related expenses

 

5,529

 

992

 

5,529

 

992

 

Adjusted base EBITDA

 

14,751

 

7,441

 

44,166

 

29,003

 

Operating margin (3)

 

51

%

38

%

49

%

38

%

 


(1)           This adjustment removes the income effects of certain gains or losses on short-term investments, co-investments, and digital gold strategies to ensure the reporting objectives of our EBITDA metric as described above are met.

 

(2)           In addition to the items outlined in Note 5 of the annual financial statements, Other expenses also include severance and new hire accruals of $0.1 million for the 3 months ended (3 months ended December 31, 2019 - $0.2 million) and $1.3 million for the 12 months ended (12 months ended December 31, 2019 - $1.1 million) and excludes income attributable to non-controlling interests of $0.3 million for the 3 months ended (3 months ended December 31, 2019 - $Nil) and $0.8 million for the 12 months ended (12 months ended December 31, 2019 - $Nil) (see Other expenses in Note 5 of the financial statements).

 

(3)           Calculated as adjusted base EBITDA inclusive of depreciation and amortization, and excluding income related to legacy balance sheet loans. This figure is then divided by revenues before gains (losses) on investments, net of direct costs as applicable.

 

4


 

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 14 of the annual 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.

 

5


 

Performance highlights

 

Financial highlights

 

 

Environmental, Social, Governance highlights

 

Sprott is committed to incorporating ESG matters into our investment decision making and active ownership practices pursuant to the United Nations Principles for Responsible Investment. See “Environmental, social and governance” in the 2020 Annual Information Form for additional details. Below are additional ESG related highlights pertaining to the 2020 fiscal year.

 

Environmental

 

·                     Donation to American Australian Association’s Bush Fire Relief Fund

·                     Closed on the acquisition of U.S clean energy fund assets (Brookfield Renewable Partners: 50.1%; Sprott Korea led consortium: 49.9%)

 

Social

 

·                     Women and BIPOC make up 30%+ of board and senior leadership

·                     Signed 2020 BlackNorth initiative (along with over 200 public and private companies) to address workplace injustice against BIPOC in Canada

·                     Donation to various COVID-19 relief projects (including Toronto General Hospital and YMCA)

·                     Launched Sprott scholarship for women in finance at Carlton University

·                     Launched mandatory company wide unconscious bias training

 

Governance

 

·                     Engaged Global Governance Advisors for a 2021 project to assist in further enhancing our governance practices as we grow and expand our reach into international regulatory environments in the U.S, Europe and Asia

·                     Our compensation practices continue to produce a mix of pay reflecting the objectives of our shareholders that management be compensated more towards variable at-risk pay (annual incentive plan; “AIP”) and long-term stock incentives (long-term incentive plan; “LTIP”)

·                     Hired an independent audit firm to conduct a 2021 review of our cybersecurity framework against the best practices noted in the National Institute of Standards & Technology Cybersecurity Framework (“NIST Framework”)

 

6


 

Outlook

 

Our businesses

 

We anticipate continued strength in global precious metals and mining equities markets throughout 2021, which benefits our exchange listed products and managed equities segments. However, we anticipate flat-to-lower AUM in our lending segment as capital calls into new lending LPs are offset by capital distributions from older lending LPs that will be wound up later in the year (at which time, we would expect to crystallize material carried interest gains from those LPs). On the transactions side of the business, we anticipate mining sector equity origination and M&A activity to remain constructive in 2021, which benefits our brokerage segment.

 

At a consolidated level, we believe the aforementioned segment level results will lead to another strong year for Sprott Inc. in terms of continued earnings growth and strong operating margins.

 

Acquisition update

 

On January 17, 2020, the Company closed on the acquisition of Tocqueville Asset Management’s gold fund strategies. The Acquisition cost was $15 million and contingent consideration up to $35 million was payable over the two years following the close of the Acquisition, subject to the achievement of certain financial performance conditions.

 

Subsequent to year-end, Sprott successfully negotiated an amendment to the original terms of the purchase agreement. In lieu of any contingent consideration entitlement for the 2020 and 2021 fiscal years, the vendor accepted a final payment from Sprott of $30 million ($27 million in cash and $3 million in Sprott Inc. common shares). This enabled Sprott to lock-in the total acquisition price and return on investment economics going into 2021 and further enabled Sprott to retain the full benefits of any additional increase in AUM expected over 2021.

 

COVID-19 update

 

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 as we progress into 2021.

 

7


 

Summary financial information

 

(In thousands $)

 

Q4
2020

 

Q3
2020

 

Q2
2020

 

Q1
2020

 

Q4
2019

 

Q3
2019

 

Q2
2019

 

Q1
2019

 

Summary income statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

22,032

 

19,934

 

15,825

 

15,125

 

10,685

 

10,577

 

9,962

 

10,195

 

Carried interest and performance fees

 

10,075

 

 

 

 

1,811

 

 

 

 

less: Trailer and sub-advisor fees

 

371

 

291

 

326

 

154

 

966

 

50

 

67

 

 

less: Carried interest and performance fee payouts

 

5,529

 

 

 

 

86

 

 

 

 

Net fees

 

26,207

 

19,643

 

15,499

 

14,971

 

11,444

 

10,527

 

9,895

 

10,195

 

Commissions

 

6,761

 

9,386

 

6,133

 

5,179

 

6,599

 

6,056

 

3,293

 

3,315

 

less: Commission expense

 

2,788

 

3,789

 

2,377

 

1,870

 

2,658

 

2,654

 

1,356

 

1,386

 

Net commissions

 

3,973

 

5,597

 

3,756

 

3,309

 

3,941

 

3,402

 

1,937

 

1,929

 

Finance income (1)

 

1,629

 

757

 

656

 

914

 

2,481

 

2,561

 

3,435

 

2,946

 

Gain (loss) on investments

 

(3,089

)

4,408

 

8,142

 

(4,352

)

(1,252

)

600

 

(408

)

5

 

Other income

 

949

 

914

 

285

 

113

 

364

 

91

 

93

 

77

 

Total net revenues

 

29,669

 

31,319

 

28,338

 

14,955

 

16,978

 

17,181

 

14,952

 

15,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation

 

20,193

 

16,280

 

10,991

 

10,125

 

10,269

 

9,714

 

7,463

 

7,801

 

less: Carried interest and performance fee payouts

 

5,529

 

 

 

 

86

 

 

 

 

less: Commission expense

 

2,788

 

3,789

 

2,377

 

1,870

 

2,658

 

2,654

 

1,356

 

1,386

 

less: Severance and new hire accruals

 

65

 

210

 

358

 

667

 

157

 

168

 

650

 

109

 

Net compensation

 

11,811

 

12,281

 

8,256

 

7,588

 

7,368

 

6,892

 

5,457

 

6,306

 

Severance and new hire accruals

 

65

 

210

 

358

 

667

 

157

 

168

 

650

 

109

 

Placement and referral fees

 

191

 

522

 

246

 

86

 

434

 

114

 

251

 

58

 

Selling, general and administrative

 

2,439

 

2,523

 

3,049

 

3,544

 

2,986

 

3,175

 

3,256

 

3,062

 

Interest expense

 

331

 

320

 

350

 

236

 

269

 

297

 

226

 

244

 

Depreciation and amortization

 

1,023

 

992

 

1,049

 

988

 

1,254

 

893

 

819

 

829

 

Other expenses (gain)

 

4,528

 

4,154

 

2,893

 

(1,081

)

2,117

 

(167

)

3,051

 

1,038

 

Total expenses

 

20,388

 

21,002

 

16,201

 

12,028

 

14,585

 

11,372

 

13,710

 

11,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

6,720

 

8,704

 

10,492

 

1,062

 

1,445

 

4,336

 

1,581

 

2,847

 

Net Iincome per share (2)

 

0.27

 

0.36

 

0.43

 

0.04

 

0.06

 

0.18

 

0.06

 

0.12

 

Adjusted base EBITDA

 

14,751

 

12,024

 

9,204

 

8,187

 

7,441

 

7,612

 

7,032

 

6,918

 

Adjusted base EBITDA per share (2)

 

0.60

 

0.49

 

0.38

 

0.33

 

0.31

 

0.31

 

0.29

 

0.28

 

Operating margin

 

51 

%

47 

%

49 

%

43 

%

38 

%

36 

%

39 

%

39 

%

Summary balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

377,348

 

358,300

 

338,931

 

318,318

 

324,943

 

325,442

 

338,530

 

332,504

 

Total liabilities

 

86,365

 

81,069

 

70,818

 

65,945

 

53,313

 

51,774

 

68,008

 

54,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total AUM

 

17,390,389

 

16,259,184

 

13,893,039

 

10,734,831

 

9,252,515

 

8,548,982

 

8,103,723

 

7,909,488

 

Average AUM

 

16,719,815

 

16,705,046

 

13,216,415

 

11,007,781

 

8,932,651

 

8,608,001

 

7,898,334

 

7,887,089

 

 


(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.

 

8


 

Results of operations

 

AUM summary

 

AUM reached a record $17.4 billion as at December 31, 2020, up $1.1 billion (7%) from September 30, 2020 and up $8.1 billion (88%) from December 31, 2019. On a three and twelve months ended basis, we benefited from strong market value appreciation across most of our fund products. We also benefited from strong inflows in our physical trusts that more than offset the anticipated redemption experience in our precious metals strategies post-Acquisition (the Acquisition added $1.7 billion of AUM at time of closing).

 

3 months results

 

(In millions $)

 

AUM
Sep. 30, 2020

 

Net
inflows 
(1)

 

Market
value
changes

 

Other (2)

 

AUM
Dec. 31, 2020

 

Blended
management
fee rate 
(3)

 

Exchange listed products

 

 

 

 

 

 

 

 

 

 

 

 

 

- Physical trusts

 

11,131

 

201

 

519

 

 

11,851 

 

0.39

%

- ETFs

 

381

 

15

 

(14

)

 

382 

 

0.35

%

 

 

11,512

 

216

 

505

 

 

12,233 

 

0.39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed equities

 

 

 

 

 

 

 

 

 

 

 

 

 

- Precious metals strategies

 

2,447

 

(9

)

41

 

 

2,479 

 

0.79

%

- Other (4)

 

312

 

 

40

 

 

352 

 

0.92

%

 

 

2,759

 

(9

)

81

 

 

2,831 

 

0.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lending (5)

 

906

 

94

 

18

 

(19

)

999 

 

1.05

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (6)

 

1,082

 

87

 

158

 

 

1,327 

 

0.79

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (7)

 

16,259

 

388

 

762

 

(19

)

17,390 

 

0.53

%

 

12 months results

 

(In millions $)

 

AUM
Dec. 31, 2019

 

Net
inflows 
(1)

 

Market
value
changes

 

Other (2)

 

AUM
Dec. 31, 2020

 

Blended
management
fee rate 
(3)

 

Exchange listed products

 

 

 

 

 

 

 

 

 

 

 

 

 

- Physical trusts

 

6,579

 

2,752

 

2,520

 

 

11,851 

 

0.39

%

- ETFs

 

252

 

61

 

69

 

 

382 

 

0.35

%

 

 

6,831

 

2,813

 

2,589

 

 

12,233 

 

0.39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed equities

 

 

 

 

 

 

 

 

 

 

 

 

 

- Precious metals strategies

 

601

 

(658

)

795

 

1,741

 

2,479 

 

0.79

%

- Other (4)

 

350

 

16

 

(14

)

 

352 

 

0.92

%

 

 

951

 

(642

)

781

 

1,741

 

2,831 

 

0.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lending (5)

 

783

 

260

 

41

 

(85

)

999 

 

1.05

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (6)

 

688

 

226

 

413

 

 

1,327 

 

0.79

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (7)

 

9,253

 

2,657

 

3,824

 

1,656

 

17,390 

 

0.53

%

 


(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)                $1.1 billion of committed capital remains uncalled, of which $0.4 billion earns a commitment fee (AUM), and $0.7 billion does not (future AUM).

(6)                Includes Sprott Korea Corp., private equity strategy in Sprott Asia and high net worth discretionary managed accounts in the U.S.

(7)                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.

 

9


 

Key revenue lines

 

Management fees

 

Management fees were $22 million in the quarter, up $11.3 million from the prior period and were $72.9 million on a full year basis, up $31.5 million. Performance fees finished the year at $10.1 million, up $8.3 million from the prior period. Net fees were $26.2 million in the quarter, up $14.8 million from the prior period and were $76.3 million on a full year basis, up $34.3 million. The revenue increases in the quarter and on a full year basis were primarily due to strong net inflows and market value appreciation in our exchange listed products segment. We also benefited from strong market value appreciation and the addition of new AUM from the Acquisition in our managed equities segment and higher fees in our lending segment.

 

 

Commission revenues

 

Commission revenues were $6.8 million in the quarter, up $0.2 million (2%) from the prior period and were $27.5 million on a full year basis, up $8.2 million (43%).  Net commissions were $4 million in the quarter, up slightly from the prior period and were $16.6 million on a full year basis, up $5.4 million (48%). The increase was due to strong equity origination, sales and trading activities in our brokerage segment throughout the year.

 

Finance income

 

Finance income was $1.6 million in the quarter, down $0.9 million (34%) from the prior period and was $4 million on a full year basis, down $7.5 million (65%). Finance income primarily includes interest income from our co-investments in LP units and other ancillary income earned directly or indirectly from lending activities. The comparative period finance income also includes interest income from legacy loans. Lower finance income in the quarter and on a full year basis was primarily due to the repayment of legacy balance sheet loans.

 

10


 

Key expense lines

 

Compensation

 

Compensation was $20.2 million in the quarter, up $9.9 million (97%) from the prior period and was $57.6 million on a full year basis, up $22.3 million (63%). Net compensation was $11.8 million in the quarter, up $4.4 million (60%) from the prior period and was $39.9 million on a full year basis, up $13.9 million (53%).

 

 

The increase in the quarter and on a full year basis was primarily due to higher variable at-risk pay relating to the Company’s significantly improved financial performance over the year. Annual adjusted base EBITDA was up 52% year-over-year, consistent with the 53% increase year-over-year in net compensation. Adjusted base EBITDA, operating margins and net revenue targets form the basis of the quantitative performance measures used when determining variable at-risk compensation. Higher compensation was also the result of additional base salaries attributable to new hires from the Acquisition. The Company reduced its compensation ratio over the last five years (net compensation / net fees & net commissions) from a high of 54% to a low of 43% in 2020 while correspondingly increasing the proportion of variable at-risk pay (AIP and LTIP) our employees receive relative to fixed compensation.

 

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

 

SG&A was $2.4 million in the quarter, down $0.5 million (18%) from the prior period and was $11.6 million on a full year basis, down $0.9 million (7%). The decrease in the quarter and on a full year basis was the result of lower marketing and sales costs relating to travel restrictions due to COVID-19.

 

11


 

Earnings

 

Net income was $6.7 million in the quarter, up $5.3 million from the prior period and was $27 million on a full year basis, up $16.8 million. Adjusted base EBITDA was $14.8 million in the quarter, up $7.3 million (98%) from the prior period and was $44.2 million on a full year basis, up $15.2 million (52%).  During the quarter and on a full year basis, we benefited from increased fees due to strong net inflows and market value appreciation in our exchange listed products segment, the Acquisition and additional market value appreciation in our managed equities segment. We also benefited from increased commission revenues in our brokerage segment. These increases more than offset lower finance income in our lending segment and higher variable at-risk compensation on increased revenues, earnings generation and strong operating margins across the Company.

 

Additional revenues and expenses

 

Investment gains on a full year basis were mainly due to market value appreciation of certain equity holdings and co-investments. These gains were partially offset by unrealized losses on digital gold strategies in the fourth quarter.

 

Other income was higher mainly due to the consolidation of certain feeder funds. Interest expense, placement and referral fees were largely flat  year-over-year.

 

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

 

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

 

Balance sheet

 

Total assets were $377.3 million, up $52.4 million (16%) from December 31, 2019. The increase was primarily due to the increase in intangible assets related to the Acquisition.

 

Total liabilities were $86.4 million, up $33.1 million (62%) from December 31, 2019. The increase was primarily due to the accrual of contingent consideration related to the Acquisition and accrued liabilities related to non-controlling interest.

 

Total shareholder’s equity was $291 million, up $19.4 million (7%) from December 31, 2019.

 

12


 

Reportable operating segments

 

Exchange listed products

 

 

 

3 months ended

 

12 months ended

 

(In thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Summary income statement

 

 

 

 

 

 

 

 

 

Management fees

 

11,449

 

6,574

 

37,670

 

24,481

 

Other income

 

1

 

21

 

10

 

47

 

Total revenues

 

11,450

 

6,595

 

37,680

 

24,528

 

 

 

 

 

 

 

 

 

 

 

Net compensation

 

1,437

 

1,101

 

5,085

 

3,662

 

Severance and new hire accruals

 

 

21

 

73

 

147

 

Selling, general and administrative

 

553

 

939

 

2,230

 

3,034

 

Interest expense

 

76

 

201

 

338

 

824

 

Depreciation and amortization

 

242

 

239

 

940

 

952

 

Other expenses

 

994

 

320

 

485

 

655

 

Total expenses

 

3,302

 

2,821

 

9,151

 

9,274

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

8,148

 

3,774

 

28,529

 

15,254

 

Adjusted base EBITDA

 

9,497

 

4,575

 

30,563

 

17,988

 

Operating margin

 

81

%

68

%

79

%

73

%

 

 

 

 

 

 

 

 

 

 

Total AUM

 

12,233,316

 

6,831,093

 

12,233,316

 

6,831,093

 

Average AUM

 

11,786,235

 

6,741,239

 

9,914,709

 

6,261,066

 

 

3 and 12 months ended

 

Income before income taxes was $8.1 million in the quarter, up $4.4 million from the prior period and was $28.5 million on a full year basis, up $13.3 million. Adjusted base EBITDA was $9.5 million in the quarter, up $4.9 million from the prior period and was $30.6 million on a full year basis, up $12.6 million. Our quarter and full year results benefited from higher average AUM given strong inflows and market value appreciation in our physical trust products which more than offset higher net compensation.

 

13


 

Managed equities

 

 

 

3 months ended

 

12 months ended

 

(In thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Summary income statement

 

 

 

 

 

 

 

 

 

Management fees

 

5,901

 

2,001

 

20,621

 

7,805

 

Carried interest and performance fees

 

10,075

 

1,811

 

10,075

 

1,811

 

less: Trailer and sub-advisor fees

 

400

 

998

 

1,262

 

1,211

 

less: Carried interest and performance fee payouts

 

5,529

 

86

 

5,529

 

86

 

Net fees

 

10,047

 

2,728

 

23,905

 

8,319

 

Gain on investments

 

1,719

 

1,176

 

9,803

 

3,558

 

Other income

 

297

 

364

 

855

 

884

 

Total net revenues

 

12,063

 

4,268

 

34,563

 

12,761

 

 

 

 

 

 

 

 

 

 

 

Net compensation

 

2,287

 

954

 

8,234

 

4,470

 

Severance and new hire accruals

 

12

 

90

 

142

 

90

 

Selling, general and administrative

 

356

 

613

 

1,726

 

1,876

 

Interest expense

 

200

 

 

686

 

 

Depreciation and amortization

 

54

 

51

 

208

 

212

 

Other expenses

 

2,579

 

20

 

4,899

 

200

 

Total expenses

 

5,488

 

1,728

 

15,895

 

6,848

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,575

 

2,540

 

18,668

 

5,913

 

Adjusted base EBITDA

 

3,288

 

791

 

10,762

 

3,167

 

Operating margin

 

56

%

32

%

53

%

35

%

 

 

 

 

 

 

 

 

 

 

Total AUM

 

2,831,023

 

950,911

 

2,831,023

 

950,911

 

Average AUM

 

2,735,878

 

907,365

 

2,649,120

 

854,691

 

 

3 and 12 months ended

 

Income before income taxes was $6.6 million in the quarter, up $4 million from the prior period and was $18.7 million on a full year basis, up $12.8 million. Our quarter and full year results benefited from increased management fees from the Acquisition, higher net performance fees and improved equity valuations in our funds, which more than offset higher net compensation and higher other expenses resulting from increase in contingent consideration related to the Acquisition. Adjusted base EBITDA was $3.3 million in the quarter, up $2.5 million from the prior period and was $10.8 million on a full year basis, up $7.6 million. Our quarter and full year results benefited from increased management fees, which more than offset higher net compensation.

 

14


 

Lending

 

 

 

3 months ended

 

12 months ended

 

(In thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Summary income statement

 

 

 

 

 

 

 

 

 

Management fees

 

2,198

 

1,388

 

9,366

 

5,646

 

Finance income (1)

 

1,629

 

2,261

 

3,838

 

9,962

 

Gain (loss) on investments

 

2,062

 

(101

)

2,037

 

(1,152

)

Other income

 

185

 

268

 

268

 

289

 

Total revenues

 

6,074

 

3,816

 

15,509

 

14,745

 

 

 

 

 

 

 

 

 

 

 

Net compensation

 

1,631

 

1,256

 

5,788

 

4,944

 

Severance and new hire accruals

 

15

 

 

212

 

61

 

Placement and referral fees

 

41

 

15

 

192

 

44

 

Selling, general and administrative

 

318

 

222

 

887

 

777

 

Interest expense

 

 

30

 

11

 

61

 

Depreciation and amortization

 

1

 

27

 

53

 

107

 

Other expenses

 

2,115

 

1,577

 

1,326

 

2,230

 

Total expenses

 

4,121

 

3,127

 

8,469

 

8,224

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,953

 

689

 

7,040

 

6,521

 

Adjusted base EBITDA

 

2,423

 

2,459

 

7,272

 

10,725

 

Operating margin

 

61

%

64

%

59

%

56

%

 

 

 

 

 

 

 

 

 

 

Total AUM (2)

 

999,037

 

783,328

 

999,037

 

783,328

 

Average AUM

 

950,909

 

555,868

 

880,577

 

496,361

 

 


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

(2)                $1.1 billion of committed capital remains uncalled, of which $0.4 billion earns a commitment fee (AUM), and $0.7 billion does not (future AUM).

 

3 and 12 months ended

 

Income before income taxes was $2 million in the quarter, up $1.3 million from the prior period and was $7 million on a full year basis, up $0.5 million. Adjusted base EBITDA was $2.4 million in the quarter, down slightly from the prior period and was $7.3 million on a full year basis, down $3.5 million (32%). Income before income taxes benefited from higher management fees and gains on our co-investments. However, our quarter and full year adjusted base EBITDA results were primarily impacted by lower finance income given the full repayment of legacy loans in the third quarter of 2019, which more than offset increased management fees on a full year basis.

 

15


 

Brokerage

 

 

 

3 months ended

 

12 months ended

 

(In thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Summary income statement

 

 

 

 

 

 

 

 

 

Commissions

 

6,882

 

6,261

 

26,705

 

18,480

 

less: Commission expense

 

2,713

 

2,650

 

10,749

 

8,024

 

Net commissions

 

4,169

 

3,611

 

15,956

 

10,456

 

Management fees

 

886

 

358

 

2,168

 

1,298

 

Finance income

 

 

220

 

118

 

1,461

 

Gain (loss) on investments

 

5

 

165

 

1,590

 

(113

)

Other income

 

24

 

22

 

102

 

82

 

Total net revenues

 

5,084

 

4,376

 

19,934

 

13,184

 

 

 

 

 

 

 

 

 

 

 

Net compensation (1)

 

1,859

 

1,667

 

6,033

 

6,510

 

Severance and new hire accruals

 

30

 

25

 

680

 

390

 

Placement and referral fees

 

98

 

355

 

603

 

673

 

Selling, general and administrative

 

1,031

 

835

 

4,151

 

4,299

 

Interest expense

 

12

 

13

 

45

 

58

 

Depreciation and amortization

 

145

 

136

 

533

 

491

 

Other expenses (gain)

 

494

 

24

 

660

 

(3

)

Total expenses

 

3,669

 

3,055

 

12,705

 

12,418

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,415

 

1,321

 

7,229

 

766

 

Adjusted base EBITDA

 

2,522

 

1,756

 

8,052

 

3,342

 

Operating margin

 

53

%

41

%

47

%

24

%

 


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

 

3 and 12 months ended

 

Income before income taxes was $1.4 million in the quarter, up $0.1 million from the prior period and was $7.2 million on a full year basis, up $6.5 million. Adjusted base EBITDA was $2.5 million in the quarter, up $0.8 million from the prior period and was $8.1 million on a full year basis, up $4.7 million. Our quarter and full year results benefited from strong equity origination, sales and trading activities.

 

16


 

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

 

12 months ended

 

(In thousands $)

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Dec. 31, 2020

 

Dec. 31, 2019

 

Summary income statement

 

 

 

 

 

 

 

 

 

Loss on investments

 

(6,793

)

(2,111

)

(7,351

)

(2,668

)

Other income

 

71

 

19

 

137

 

64

 

Total revenues

 

(6,722

)

(2,092

)

(7,214

)

(2,604

)

 

 

 

 

 

 

 

 

 

 

Net compensation

 

3,987

 

1,933

 

13,036

 

5,745

 

Severance and new hire accruals

 

 

21

 

52

 

25

 

Selling, general and administrative

 

331

 

366

 

1,699

 

1,922

 

Interest expense

 

43

 

25

 

157

 

93

 

Depreciation and amortization

 

572

 

795

 

2,286

 

2,006

 

Other expenses (gain)

 

389

 

(211

)

1,336

 

113

 

Total expenses

 

5,322

 

2,929

 

18,566

 

9,904

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(12,044

)

(5,021

)

(25,780

)

(12,508

)

Adjusted base EBITDA

 

(3,965

)

(2,045

)

(13,722

)

(7,290

)

 

3 and 12 months ended

 

·                    Investments losses were primarily due to unrealized losses on our digital gold strategies in the fourth quarter.

 

·                    Net compensation increased primarily due to higher variable at-risk compensation on increased revenues, earnings generation and strong operating margins across the Company, and higher base salaries as a result of the Acquisition.

 

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

 

·                    Other expenses were primarily due to FX translation movements.

 

17


 

Dividends

 

The following dividends were declared by the Company during the twelve months ended December 31, 2020:

 

Record date

 

Payment Date

 

Cash dividend
per share 
(1)

 

Total dividend amount
(in thousands $)

 

March 9, 2020 - Regular dividend Q4 2019

 

March 24, 2020

 

CAD$

0.30

 

5,387 

 

May 19, 2020 - Regular dividend Q1 2020

 

June 3, 2020

 

CAD$

0.30

 

5,560 

 

August 17, 2020 - Regular dividend Q2 2020

 

September 1, 2020

 

US$

0.23

 

5,915 

 

November 23, 2020 - Regular dividend Q3 2020

 

December 8, 2020

 

US$

0.25

 

6,378 

 

Dividends (2)

 

 

 

 

 

23,240 

 

 


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

(2)                Subsequent to quarter-end, on February 25, 2021, a regular dividend of US$0.25 per common share was declared for the year ended December 31, 2020. This dividend is payable on March 23, 2021 to shareholders of record at the close of business on March 8, 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, 2019 - 0.9 million), total capital stock issued and outstanding was 25.6 million (December 31, 2019 - 25.3 million).

 

Earnings per share for the current and prior periods have been calculated using the weighted average number of shares outstanding during the respective periods. Basic earnings per share was $0.27 for the quarter and $1.10 on a full year basis compared to $0.06 and $0.42 in the prior periods respectively. Diluted earnings per share was $0.26 in the quarter and $1.05 on a full year basis compared to $0.06 and $0.40 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.

 

18


 

Liquidity and capital resources

 

As at December 31, 2020, the Company had $17 million (December 31, 2019 - $15.3 million) outstanding on its credit facility, all of which is due after 12 months (December 31, 2019 - $3.8 million due within 12 months and $11.5 million due after 12 months).

 

On November 13, 2020, the Company extended and upsized its previous credit facility to $70 million, up from $61 million at the time of the extension. Amounts under the new facility may be borrowed under the facility through prime rate loans or bankers’ acceptances. Similar to the previous facility, amounts may also be borrowed in US dollars through base rate loans. As at December 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, $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 December 31, 2020, the Company had $4.6 million in co-investment commitments from the lending segment (December 31, 2019 - $6.6 million).

 

19


 

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 annual 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 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, 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.

 

Contingent consideration

 

The Acquisition necessitated the recognition of contingent consideration for the amounts payable in cash and shares under the terms of the purchase agreement. The cash settled portion of the contingent consideration was measured at the closing date fair value, based on management’s estimate of the level of future revenue obtained from the contracts over the contingent consideration measurement period. The equity settled portion of the contingent consideration was measured at its grant date fair value in accordance with the requirements of IFRS 2 Share-based Payment. The key judgments utilized in the estimation of the contingent consideration were fund flow assumptions. As at December 31, 2020, the contingent consideration payable was updated to reflect current estimates with the resulting adjustment recorded in Other expense.

 

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.

 

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Change in accounting policies

 

Change in presentation currency

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Credit risk

 

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

 

Investments

 

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

 

Other

 

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

 

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.

 

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

 

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

 

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

 

Concentration risk

 

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

 

Disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”)

 

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

 

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 of December 31, 2020. 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

 

Confidentiality of information

 

Confidentiality is essential to the success of the Company’s business, and it strives to consistently maintain the highest standards of trust, integrity and professionalism. Account information is kept under strict control in compliance with all applicable laws, and physical, procedural, and electronic safeguards are maintained in order to protect this information from access by unauthorized parties. The Company keeps the affairs of its clients confidential and does not disclose the identities of clients (absent expressed client consent to do so). If a prospective client requests a reference, the Company will not provide the name of an existing client before receiving permission from that client to do so.

 

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Conflicts of interest

 

The Company established a number of policies with respect to employee personal trading. Employees may not trade any of the securities held or being considered for investment by any of the Company’s funds without prior approval. In addition, employees must receive prior approval before they are permitted to buy or sell securities. Speculative trading is strongly discouraged. All employees must comply with the Company’s Code of Ethics. The code establishes strict rules for professional conduct including the management of conflicts of interest.

 

Independent review committee

 

National Instrument 81-107 - Independent Review Committee for Investment Funds (“NI 81-107”) requires all publicly offered investment funds to establish an independent review committee (“IRC”) to whom all conflicts of interest matters must be referred for review and approval. The Company established an IRC for its public funds. As required by NI 81-107, the Company established written policies and procedures for dealing with conflict of interest matters and maintains records in respect of these matters and provides assistance to the IRC in carrying out its functions. The IRC is comprised of three independent members, and is subject to requirements to conduct regular assessments and provide reports to the Company and to the holders of interests in public mutual funds in respect of its functions.

 

Insurance

 

The Company maintains appropriate insurance coverage for general business and liability risks as well as insurance coverage required by regulation. Insurance coverage is reviewed periodically to ensure continued adequacy.

 

Internal controls and procedures

 

Several of the Company’s subsidiaries operate in regulated environments and are subject to business conduct rules and other rules and regulations. The Company has internal control policies related to business conduct. They include controls required to ensure compliance with the rules and regulations of relevant regulatory bodies including the OSC, IIROC, FINRA and the U.S. Securities and Exchange Commission (“SEC”).

 

Enterprise risk management

 

The starting point to any enterprise risk management program (“ERM”) is the articulation of a risk appetite, which is the amount and types of risk we are willing to accept in our pursuit of business objectives. A company’s risk appetite is the bedrock upon which an ERM framework is established.

 

Our risk appetite is primarily based on specific regulatory and legal environment considerations; general environmental social and governance responsibilities (“ESG”); the need for sound capital adequacy and treasury management processes; the preservation of our positive reputation among current and future stakeholders; the natural expectation of our shareholders that we take appropriate and reasonable levels of risk in our various business segments to maximize shareholder returns; and our overall desire to be good corporate citizens as part of our organizational culture and core values. The aforementioned considerations formed the basis for our risk appetite statements noted below:

 

·                    Regardless of loss probability, we will only accept inherent or residual risks that we have a proven,  demonstrable ability to understand, diligently manage on an ongoing basis and thoroughly consider and balance relative to the outcomes; and

·                    Our risk appetite is low around any actions or inactions that could materially jeopardize the company’s reputation, core values or commitment to its stakeholders. Furthermore, at no point would we ever accept existential inherent or residual risks, regardless of loss probability.

 

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The ERM process involves a comprehensive drill down through the organization to its constituent parts to identify all salient risks and evaluate them through the lens of our risk appetite. The following is a summary of the ERM steps used to filter organizational risks through our risk appetite:

 

·                    Identify all major processes within each business segment (and enterprise shared services function supporting them);

 

·                    Identify materially relevant inherent risks (both quantitative and qualitative), that may arise in each major process area;

 

·                    Rate each inherent risk (in the absence of internal controls), based on the degree of event probability and impact to the organization;

 

·                    Determine our risk tolerance for each inherent risk previously identified and rated;

 

·                    Identify internal controls in place (or needed) to mitigate the inherent risks down to the appropriate “residual level” (i.e. determine the post-controls risk rating and compare it to our predetermined risk tolerance level). NOTE: we stratify our internal controls universe using the “three lines of defense” approach recommended by the Institute of Internal Auditors prior to evaluating the effectiveness of internal controls;

 

·                    Compare all residual risk ratings to their corresponding risk tolerance level to ensure the risk is being appropriately managed (i.e. there are a sufficient number of, and appropriate types of, internal controls in place to manage the risk in light of our risk tolerance), and if not, take further action;

 

·                    Test, document and report on the effectiveness of the ERM program in managing risks within the boundaries of our risk appetite.

 

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 as we progress into 2021.

 

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

 

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