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Form 6-K FRANCO NEVADA Corp For: Aug 10

August 10, 2015 4:46 PM

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

 

For the month of August 2015

 

Commission File Number 001-35286

 

FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

 

199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada
M5L 1G9
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F o

Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):o

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):o

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 



 

SIGNATURE

 

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

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

/s/ Lloyd Hong

Date: August 10, 2015

Lloyd Hong

 

 

 

Chief Legal Officer & Corporate Secretary

 

2



 

INDEX TO EXHIBITS

 

99.1

 

Press Release dated August 10, 2015 for Q2 2015 financial results

 

 

 

99.2

 

Management’s Discussion and Analysis for the three and six months ended June 30, 2015

 

 

 

99.3

 

Interim Consolidated Financial Statements for the three and six months ended June 30, 2015

 

 

 

99.4

 

Certification of Chief Executive Officer

 

 

 

99.5

 

Certification of Chief Financial Officer

 

3


Exhibit 99.1

 

 

Franco-Nevada Reports Q2 2015 Results and Declares Quarterly Dividend

 

TORONTO, August 10, 2015 - Franco-Nevada Corporation (TSX: FNV; NYSE: FNV) today reported second quarter 2015 financial results realizing 83,040 Gold Equivalent Ounces (“GEOs”)(1) from its mineral assets and $10.3 million in revenue from its oil & gas assets. Net Income and Adjusted Net Income(2) were $21.6 million, or $0.14 per share, and $22.9 million, or $0.15 per share, respectively, with Adjusted EBITDA(3) being $82.2 million, or $0.53 per share.

 

“Franco-Nevada’s diversified portfolio continues to deliver very stable revenues and cash flows despite declining commodity prices,” said David Harquail, President and CEO.  “Our balance sheet remains very liquid with no debt.  We see downturns as an opportunity for even better investments. There continues to be many active opportunities and Franco-Nevada has increased its credit facility to $750 million to be better positioned to act on the right ones.”

 

REVENUES AND GEOs BY ASSET CATEGORIES

 

 

 

For the three months ended
June 30, 2015

 

 

 

Revenue

 

GEOs(1)

 

 

 

(in millions)

 

#

 

Gold – United States

 

$

14.0

 

11,715

 

Gold – Canada

 

9.8

 

8,205

 

Gold – Latin America

 

45.0

 

37,602

 

Gold – Rest of World

 

18.9

 

15,897

 

Gold – Total

 

 

87.7

 

73,419

 

PGM

 

8.7

 

7,323

 

Other minerals

 

2.7

 

2,298

 

Oil & gas

 

10.3

 

 

 

 

$

109.4

 

83,040

 

 

For the second quarter 2015, revenue was earned 88% from precious metals (80% gold and 8% PGM) and 82% from the Americas (17% U.S., 24% Canada and 41% Latin America). Costs and expenses were impacted by higher depletion expense and costs of sales due to the recent Candelaria acquisition. Oil & gas production levels were stable with the associated oil & gas revenue decreasing significantly year over year due to lower average oil & gas prices in 2015. Cash provided by operating activities before changes to working capital was $78.0 million.

 

Corporate Updates

 

·      Credit Facility: On May 22, 2015, Franco-Nevada amended its credit facility which increased the amount available to $750.0 million and extended the maturity to May 2020.

·      Candelaria: On July 29, 2015, Franco-Nevada and Lundin Mining Corporation (“Lundin”) finalized certain post-closing items with Franco-Nevada making an additional and final $7.5 million payment due to an increase in the reserves under the stream agreement.

·  Ring of Fire: On April 28, 2015, Franco-Nevada acquired royalty rights in the Ring of Fire mining district of Ontario by providing $28.5 million in loan and royalty financing to Noront Resources Ltd.

·      Karma: True Gold Mining Inc. announced it had resumed construction at its Karma project and anticipates its first gold pour at the end of Q1 2016. Franco-Nevada has funded $53.7 million of the $90.0 million committed under the stream agreement.

 



 

·      Cobre Panama: Franco-Nevada and First Quantum Minerals Ltd. are making progress in negotiating amendments to the Cobre Panama stream agreement. The amount to be paid by Franco-Nevada upon finalizing the revised agreement based on expenditures to June 30, 2015 is agreed to be $275.0 million.

 

Portfolio Updates

 

·      Gold — U.S.: GEOs from U.S. gold assets increased to 11,715 GEOs mainly due to the Fire Creek/Midas acquisition and higher production at Marigold, Bald Mountain and Gold Quarry. Silver Standard Resources Inc. has reported new mineralized zones at Marigold while Klondex Mines Ltd. has increased 2015 production guidance at Fire Creek/Midas. At South Arturo, Premier Gold Mines Limited reports construction is progressing well with Barrick as a 60% owner/operator. Production is expected to be processed at Goldstrike and is forecasted to be over 200,000 ounces in 2016. Franco-Nevada holds a 4-9% royalty depending on metallurgy, grade and throughput.

·      Gold — Canada: GEOs from Canadian assets decreased in the quarter due to lower production at the Sudbury streams and Hemlo NPI. Lake Shore Gold Corp. has announced a second gold discovery at its 144 Gap Zone where Franco-Nevada holds a 2.25% NSR. Rubicon Minerals Corporation announced its first gold pour at its Phoenix project where Franco-Nevada holds a royalty.

·      Gold — Latin America: Candelaria had a strong quarter delivering 24,192 GEOs to Franco-Nevada. On July 29, 2015, Lundin announced an updated mine plan for Candelaria. The plan indicates 26% higher precious metal production over the next four years than originally indicated in Lundin’s October 6, 2014 NI 43-101 Technical Report.

·      Gold — Rest of World: Contributions from Sabodala and Mine Waste Solutions represented approximately 70% of the total GEOs received from Rest of World gold assets for Q2 2015. Perseus Mining Limited has announced its decision to proceed with development of the Sissingue gold project where Franco-Nevada holds a 0.5% NSR.

·      PGM: PGM GEOs were impacted by the declining palladium and platinum prices in the quarter.

·      Oil & gas: Revenue from oil & gas assets was $10.3 million in Q2 2015 with similar production levels as Q2 2014. The decrease in revenue is the result of lower average oil & gas prices.

 

Dividend Declaration

 

Franco-Nevada is pleased to announce that its Board of Directors has declared a quarterly dividend of $0.21 per share. The dividend will be paid on September 24, 2015 to shareholders of record on September 10, 2015. The Canadian dollar equivalent is determined based on the noon rate posted by the Bank of Canada on August 7, 2015. The dividend has been designated as an “eligible dividend” for the purposes of applicable Canadian federal and provincial tax rules. Under Canadian tax legislation, Canadian resident individuals who receive “eligible dividends” are entitled to an enhanced gross-up and dividend tax credit on such dividends.

 

The Company adopted a Dividend Reinvestment Plan (“DRIP”) commencing with the October 2013 dividend. Participation in the DRIP is optional. The Company will issue the additional common shares through treasury at a 3% discount to the Average Market Price, as defined in the DRIP.  However, the Company may, from time to time, in its discretion, change or eliminate the discount applicable to treasury acquisitions or direct that such common shares be purchased in market acquisitions at the prevailing market price, any of which would be publicly announced. The DRIP and enrollment forms are available on the Company’s website at www.franco-nevada.com. Registered shareholders may also enroll in the DRIP online through the plan agent’s self-service web portal at www.investorcentre.com/franco-nevada. Beneficial shareholders should contact their financial intermediary to arrange enrollment.

 

This press release is not an offer to sell or a solicitation of an offer to buy securities. A registration statement relating to the DRIP has been filed with the U.S. Securities and Exchange Commission and may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

 

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Shareholder Information

 

The complete Condensed Interim Consolidated Financial Statements and Management’s Discussion and Analysis can be found today on Franco-Nevada’s website at www.franco-nevada.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

Management will host a conference call tomorrow, Tuesday, August 11, 2015 at 10:00 a.m. Eastern Time to review Franco-Nevada’s Q2 2015 results.

 

Interested investors are invited to participate as follows:

 

·             Via Conference Call:  Toll-Free: (888) 231-8191; International: (647) 427-7450

 

·             Conference Call Replay: A recording will be available until August 18, 2015 at the following numbers: Toll-Free (855) 859-2056; International (416) 849-0833; Pass code 74539637.

 

·             Webcast: A live audio webcast will be accessible at www.franco-nevada.com.

 

Corporate Summary

 

Franco-Nevada Corporation is the leading gold-focused royalty and stream company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to many of the risks of operating companies. Franco-Nevada has substantial cash, no debt and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges.  Franco-Nevada is the gold investment that works.

 

For more information, please go to our website at www.franco-nevada.com or contact:

 

Stefan Axell

Sandip Rana

Director, Corporate Affairs

Chief Financial Officer

416-306-6328

416-306-6303

[email protected]

 

 

Prepared in accordance with IFRS and presented in U.S. dollars (unless otherwise noted).

 

Forward Looking Statements

 

This press release contains “forward looking information” and “forward looking statements” within the meaning of applicable Canadian securities laws and the U.S. Private Securities Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to future events or future performance, management’s expectations regarding Franco-Nevada’s growth, results of operations, estimated future revenues, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities. In addition, statements (including data in tables) relating to reserves and resources and gold equivalent ounces are forward looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Such forward looking statements reflect management’s current beliefs and are based on information currently available to management. Often, but not always, forward looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. A number of factors could cause actual events or results to differ materially from any forward looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron-ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not Franco-Nevada is determined to have PFIC status; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding

 

3



 

and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; and the integration of acquired assets.  The forward looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Franco-Nevada holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; Franco-Nevada’s ongoing income and assets relating to determination of its PFIC status; no material change to existing tax treatment; no adverse development in respect of any significant property in which Franco-Nevada holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and investors are cautioned that forward looking statements are not guarantees of future performance. Franco-Nevada cannot assure investors that actual results will be consistent with these forward looking statements. Accordingly, investors should not place undue reliance on forward looking statements due to the inherent uncertainty therein.  For additional information with respect to risks, uncertainties and assumptions, please refer to the “Risk Factors” section of Franco-Nevada’s most recent Annual Information Form as well as Franco-Nevada’s most recent annual Management’s Discussion and Analysis filed with the Canadian securities regulatory authorities on www.sedar.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov.  The forward looking statements herein are made as of the date of this press release only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

 

4



 

NON-IFRS MEASURES:  Adjusted Net Income and Adjusted EBITDA are intended to provide additional information only and do not have any standardized meaning prescribed under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.  These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.  Other companies may calculate these measures differently. For a reconciliation of these measures to various IFRS measures, please see below or the Company’s current MD&A disclosure found on the Company’s website, on SEDAR and on EDGAR.

 

(1)         GEOs include our gold, silver, platinum, palladium and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Platinum, palladium, silver and other minerals were converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the average gold price for the period. For Q2 2015, the average commodity prices were as follows: $1,193/oz gold (2014 - $1,289/oz); $1,127/oz platinum (2014 - $1,447/oz); $16.41/oz silver (2014 - $19.62/oz) and $760/oz palladium (2014 - $815/oz).

 

(2)         Adjusted Net Income is defined by the Company as net income (loss) excluding foreign exchange gains/losses, gains/losses on the sale of investments, impairment charges related to royalties, streams, working interests and investments, unusual non-recurring items, and the impact of taxes on all these items.

 

(3)         Adjusted EBITDA is defined by the Company as net income (loss) excluding income tax expense/recovery, finance income and expenses, foreign exchange gains/losses, gains/losses on the sale of investments, depletion and depreciation, non-cash costs of sales and impairment charges related to royalties, streams, working interests and investments.

 

Reconciliation to IFRS measures:

 

 

 

Three months ended June 30,

 

(Expressed in millions except per share amounts)

 

2015

 

2014

 

 

 

 

 

 

 

Net Income

 

$

21.6

 

$

36.9

 

Income tax expense

 

11.3

 

12.7

 

Finance costs

 

0.5

 

0.4

 

Finance income

 

(1.1

)

(1.1

)

Depletion and depreciation

 

49.1

 

39.6

 

Non-cash costs of sales

 

2.2

 

 

Foreign exchange (gains)/losses and other (income)/expenses

 

(1.4

)

(1.3

)

Adjusted EBITDA

 

$

82.2

 

$

87.2

 

Basic Weighted Average Shares Outstanding

 

156.7

 

147.3

 

Adjusted EBITDA per share

 

$

0.53

 

$

0.59

 

 

 

 

 

 

 

Net Income

 

$

21.6

 

$

36.9

 

Foreign exchange (gains)/losses and other (income)/expenses, net of income tax

 

(0.3

)

(0.9

)

Gain on sale of investments, net of income tax

 

(0.6

)

 

Impact of tax rate increase

 

2.2

 

 

Adjusted Net Income

 

$

22.9

 

$

36.0

 

Adjusted Net Income per share

 

$

0.15

 

$

0.24

 

 

5



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited, in millions of U.S. dollars)

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents (Notes 4 & 8)

 

$

610.8

 

$

592.5

 

Receivables (Note 8)

 

51.2

 

72.1

 

Prepaid expenses and other (Note 6)

 

50.6

 

34.3

 

Current assets

 

712.6

 

698.9

 

 

 

 

 

 

 

Royalty, stream and working interests, net

 

2,508.5

 

2,636.9

 

Investments (Notes 5 & 8)

 

109.8

 

67.1

 

Deferred income tax assets

 

14.4

 

13.9

 

Other (Note 7)

 

46.1

 

50.1

 

 

 

 

 

 

 

Total assets

 

$

3,391.4

 

$

3,466.9

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

21.9

 

$

17.7

 

Current income tax liabilities

 

2.4

 

3.4

 

Current liabilities

 

24.3

 

21.1

 

 

 

 

 

 

 

Deferred income tax liabilities

 

44.2

 

40.3

 

Total liabilities

 

68.5

 

61.4

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (Note 13)

 

 

 

 

 

Common shares

 

3,674.4

 

3,656.6

 

Contributed surplus

 

47.7

 

45.5

 

Deficit

 

(220.6

)

(197.8

)

Accumulated other comprehensive loss

 

(178.6

)

(98.8

)

Total shareholders’ equity

 

3,322.9

 

3,405.5

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,391.4

 

$

3,466.9

 

 

The notes are an integral part of these interim consolidated financial statements and can be found in our 2015 Q2 Report available on our website.

 

6



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions of U.S. dollars, except per share amounts)

 

 

 

For the three months ended June 30,

 

For the six months ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Revenue (Note 9)

 

$

109.4

 

$

107.7

 

$

218.6

 

$

211.8

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Costs of sales (Note 10)

 

24.0

 

15.2

 

46.4

 

29.8

 

Depletion and depreciation

 

49.1

 

39.6

 

100.8

 

75.7

 

Impairment of royalty, stream and working interests

 

 

 

0.1

 

 

Corporate administration (Notes 11 & 13(c))

 

4.1

 

4.5

 

8.2

 

8.7

 

Business development

 

1.3

 

0.8

 

1.8

 

1.3

 

 

 

78.5

 

60.1

 

157.3

 

115.5

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

30.9

 

47.6

 

61.3

 

96.3

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss) and other income (expenses) (Note 5)

 

1.4

 

1.3

 

(1.2

)

2.1

 

Income before finance items and income taxes

 

32.3

 

48.9

 

60.1

 

98.4

 

 

 

 

 

 

 

 

 

 

 

Finance items

 

 

 

 

 

 

 

 

 

Finance income

 

1.1

 

1.1

 

1.9

 

1.8

 

Finance expenses

 

(0.5

)

(0.4

)

(0.9

)

(0.8

)

Net income before income taxes

 

32.9

 

$

49.6

 

61.1

 

99.4

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (Note 12)

 

11.3

 

12.7

 

20.3

 

27.1

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

21.6

 

$

36.9

 

$

40.8

 

$

72.3

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit and loss:

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) in the market value of available-for-sale investments, net of income tax expense of $0.4, (2014 - $1.2), income tax recovery of $0.7 (2014 -income tax expense of $2.1) (Note 5)

 

2.3

 

6.2

 

(4.4

)

12.1

 

Realized change in market value of available-for-sale investments (Note 5)

 

(0.9

)

 

(0.9

)

 

Currency translation adjustment

 

14.7

 

39.0

 

(74.5

)

0.9

 

Other comprehensive income (loss)

 

16.1

 

45.2

 

(79.8

)

13.0

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss)

 

$

37.7

 

$

82.1

 

$

(39.0

)

$

85.3

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (Note 14)

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Diluted earnings per share (Note 14)

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

 

The notes are an integral part of these interim consolidated financial statements and can be found in our 2015 Q2 Report available on our website.

 

7



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions of U.S. dollars)

 

 

 

For the six months ended June 30,

 

 

 

2015

 

2014

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

40.8

 

$

72.3

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depletion and depreciation

 

100.8

 

75.7

 

Non-cash costs of sales (Note 10)

 

3.3

 

 

Other non-cash items

 

0.2

 

0.2

 

Gain on sale of investments (Note 5)

 

(0.9

)

 

Deferred income tax expense (Note 12)

 

6.9

 

9.6

 

Share-based payments (Note 13(c))

 

2.7

 

2.5

 

Unrealized foreign exchange loss

 

1.8

 

 

Mark-to-market on warrants (Note 5)

 

0.3

 

(2.3

)

 

 

155.9

 

158.0

 

Changes in non-cash assets and liabilities:

 

 

 

 

 

Decrease in receivables

 

20.9

 

4.3

 

Increase in prepaid expenses and other

 

(43.0

)

(45.4

)

Decrease in current liabilities

 

(4.3

)

(3.7

)

Net cash provided by operating activities

 

129.5

 

113.2

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds on sale of investments

 

24.7

 

31.2

 

Acquisition of investments

 

(76.3

)

(26.9

)

Proceeds from the sale of gold bullion

 

26.9

 

53.4

 

Acquisition of interests in mineral properties

 

(20.7

)

(160.0

)

Acquisition of other assets

 

 

(33.8

)

Acquisition of property and equipment

 

 

(0.1

)

Acquisition of oil & gas well equipment

 

(1.5

)

(1.9

)

Net cash used in investing activities

 

(46.9

)

(138.1

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Credit facility amendment costs

 

(1.2

)

(0.7

)

Payment of dividends (Note 13(b))

 

(47.2

)

(45.4

)

Proceeds from exercise of warrants

 

 

1.8

 

Proceeds from exercise of stock options (Note 13(a))

 

0.5

 

0.9

 

Net cash used in financing activities

 

(47.9

)

(43.4

)

Effect of exchange rate changes on cash and cash equivalents

 

(16.4

)

0.4

 

Net change in cash and cash equivalents

 

18.3

 

(67.9

)

Cash and cash equivalents at beginning of period

 

592.5

 

770.0

 

Cash and cash equivalents at end of period

 

$

610.8

 

$

702.1

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Cash paid for interest expense and loan standby fees during the period

 

$

0.7

 

$

0.6

 

Income taxes paid during the period

 

$

20.9

 

$

25.6

 

 

The notes are an integral part of these interim consolidated financial statements and can be found in our 2015 Q2 Report available on our website.

 

8


Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This Management’s Discussion and Analysis (“MD&A”) of financial position and results of operations of Franco-Nevada Corporation (“Franco-Nevada”, the “Company”, “we” or “our”) has been prepared based upon information available to Franco-Nevada as at August 10, 2015 and should be read in conjunction with Franco-Nevada’s unaudited condensed interim consolidated financial statements and related notes as at and for the three and six months ended June 30, 2015 and 2014.  The unaudited condensed interim consolidated statements and MD&A are presented in U.S. dollars and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements in accordance with IAS 34, Interim Financial Reporting.

 

Readers are cautioned that the MD&A contains forward looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Cautionary Statement on Forward Looking Information” at the end of this MD&A and to consult Franco-Nevada’s audited consolidated financial statements for the year ended December 31, 2014 and the corresponding notes to the financial statements which are available on our website at www.franco-nevada.com, on SEDAR at www.sedar.com and in our most recent Form 40-F filed with the Securities and Exchange Commission on EDGAR at www.sec.gov.

 

Additional information related to Franco-Nevada, including our Annual Information Form, is available on SEDAR at www.sedar.com, and our Form 40-F is available on EDGAR at www.sec.gov. These documents contain detailed descriptions and maps of certain of Franco-Nevada’s producing and advanced royalty and stream assets.  For additional information, our website can be found at www.franco-nevada.com.

 

1



 

Table of Contents

 

Overview

 

3

 

 

 

 

 

Highlights

 

4

 

 

 

 

 

Guidance

 

5

 

 

 

 

 

Selected Financial Information

 

7

 

 

 

 

 

Overview of Financial Performance — Q2 2015 to Q2 2014

 

8

 

 

 

 

 

Overview of Financial Performance — Six Months 2015 to Six Months 2014

 

23

 

 

 

 

 

Financial Condition Review

 

33

 

 

 

 

 

Balance Sheet Review

 

33

 

 

 

 

 

Financial Position, Liquidity and Capital Resources

 

33

 

 

 

 

 

Capital Resources

 

36

 

 

 

 

 

Critical Accounting Estimates

 

37

 

 

 

 

 

Outstanding Share Data

 

37

 

 

 

 

 

Risk Factors

 

38

 

 

 

 

 

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

 

39

 

 

 

 

 

Non-IFRS Financial Measures

 

40

 

 

 

 

 

Cautionary Statement on Forward Looking Information

 

43

 

 

2



 

Overview

 

Franco-Nevada is the leading gold royalty and stream company by both gold revenues and number of gold assets. The Company is gold-focused but also has the largest and most diversified portfolio of royalties and streams by commodity, geography, revenue type and stage of project.  The portfolio is actively managed with the aim to maintain over 80% of revenue from precious metals (gold, silver & PGM).

 

The Company does not operate mines, develop projects or conduct exploration.  Franco-Nevada’s business model is focused on managing and growing its portfolio of royalties and streams. The advantages of this business model are:

 

·                  Exposure to the gold price and exploration optionality;

 

·                  Limited exposure to many of the risks associated with operating companies;

 

·                  A free cash-flow business with limited cash calls;

 

·                  A high-margin business that can generate cash through the entire commodity cycle;

 

·                  A scalable and diversified business in which a large number of assets can be managed with a small stable overhead;

 

·                  A forward-looking business in which management focuses on growth opportunities rather than operational or development issues; and

 

·                  A perpetual discovery option over large areas of geologically prospective lands with no cost other than the initial investment.

 

Franco-Nevada’s financial results in the short-term are primarily tied to the price of commodities and the amount of production from its portfolio of producing assets.  From time to time, financial results are also supplemented by acquisitions of new producing assets.  Over the longer-term, results are impacted by the availability of exploration and development capital applied by other companies to expand or extend Franco-Nevada’s producing assets or to advance Franco-Nevada’s advanced and exploration assets into production.

 

Franco-Nevada has a long-term focus in making its investments and recognizes it is in a cyclical industry.  Franco-Nevada has historically operated by maintaining a strong balance sheet so that it can make investments during commodity cycle downturns.  At June 30, 2015, Franco-Nevada had $688.3 million in working capital, an undrawn $750.0 million unsecured credit facility and no debt.

 

Franco-Nevada’s shares are listed on the Toronto and New York stock exchanges under the symbol FNV.  An investment in Franco-Nevada’s shares is expected to provide investors with yield and exposure to gold price and exploration optionality while limiting exposure to many of the risks of operating companies. Since its IPO over seven years ago, Franco-Nevada has increased its dividend annually and its share price has outperformed the gold price and all relevant gold equity benchmarks.

 

3



 

Highlights

 

Financial — 3 months

 

·                  83,040 Gold Equivalent Ounces (“GEOs”)1  earned (2014 — 64,7341), an increase of 28.3% over Q2 2014;

·                  Revenue of $109.4 million (2014 - $107.7 million);

·                  Adjusted EBITDA2of $82.2 million, or $0.53 per share (2014 - $87.2 million or $0.59 per share);

·                  Margin2 of 75.1% (2014 — 81.0%);

·                  Net income of $21.6 million, or $0.14 per share (2014 — $36.9 million or $0.25 per share); and

·                  Adjusted Net Income2 of $22.9 million, or $0.15 per share (2014 - $36.0 million or $0.24 per share).

 

Financial — 6 months

 

·                  168,121 GEOs1 earned (2014 — 130,5701), an increase of 28.8% over 2014;

·                  Revenue of $218.6 million (2014 - $211.8 million);

·                  Adjusted EBITDA2 of $165.5 million, or $1.06 per share (2014 - $172.0 million or $1.17 per share);

·                  Margin2 of 75.9% (2014 — 81.2%);

·                  Net income of $40.8 million, or $0.26 per share (2014 — $72.3 million or $0.49 per share); and

·                  Adjusted Net Income2 of $45.8 million, or $0.30 per share (2014 - $70.3 million or $0.48 per share).

 

Corporate

 

Credit Facility

 

On May 22, 2015, the Company amended its credit facility which increased the amount available to $750.0 million and extended the maturity to May 22, 2020.

 

Ring of Fire

 

On April 28, 2015, the Company acquired royalty rights in the Ring of Fire mining district of Ontario by providing $28.5 million in loan and royalty financing to Noront Resources Ltd.

 

Dublin Gulch (Eagle)

 

On January 14, 2015, the Company acquired an existing 1.5% NSR and 2.0% gross royalty on certain claims that comprise the Eagle deposit located in the Yukon, Canada for cash consideration of $7.0 million.

 

The royalties acquired were accounted for as asset acquisitions.

 


1  GEOs include our gold, silver, platinum, palladium and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Platinum, palladium and other minerals were converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the average gold price for the period. For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on pages 15 and 27 of this MD&A.

 

2  Adjusted Net Income, Adjusted EBITDA and Margin are non-IFRS financial measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please see pages 40-42 of this MD&A.

 

4



 

Candelaria

 

On July 29, 2015, Franco-Nevada made an additional and final $7.5 million payment to Lundin due to an increase in reserves following resolution of certain post-closing items pursuant to the Candelaria stream agreement. The amount has been recorded as part of the stream interest and accrued as at June 30, 2015.

 

Guidance

 

The following contains forward looking statements about our guidance for the remainder of 2015. Reference should be made to the “Cautionary Statement on Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward looking statements in the following, please see the Cautionary Statement, the “Risk Factors” section of this MD&A and the “Risk Factors” section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and our most recent Form 40-F filed with the Securities and Exchange Commission on www.sec.gov.

 

For the first half of 2015, Franco-Nevada realized 168,121 GEOs and $15.8 million in revenue from its oil & gas assets. For fiscal 2015, Franco-Nevada continues to expect to receive between 335,000 to 355,000 GEOs from its mineral assets and $20.0 to $30.0 million in revenue from its oil & gas assets. Of the 335,000 to 355,000 GEOs, Franco-Nevada expects to receive 205,000 to 215,000 GEOs under its various stream agreements.

 

GEOs include our gold, platinum, palladium, silver and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by Franco-Nevada. For net profit interest (“NPI”) royalties, GEOs are calculated taking into account the NPI economics. Platinum, palladium, silver and other minerals were converted to GEOs by dividing the associated revenue, which includes settlement adjustments, by the average gold price for the period. For the remainder of 2015, platinum, palladium and silver metals have been converted to GEOs using commodity prices of $1,100/oz Au, $1,000/oz Pt, $600/oz Pd and $15.00/oz Ag.  For 2015, the WTI oil price is assumed to average $50 per barrel with a $7.00 per barrel price differential for Canadian oil.  2015 guidance assumes the continued steady state of operations from our assets and is also based on the assumptions set out below.

 

Franco-Nevada and First Quantum Minerals Ltd. are making progress in negotiating amendments to the Cobre Panama stream agreement. The amount to be paid by Franco-Nevada upon finalizing the revised agreement based on expenditures to June 30, 2015 is agreed to be $275.0 million.

 

More specifically, we expect the following with respect to our key asset categories for 2015:

 

·                                          Gold — U.S.:  Overall GEOs from U.S. gold assets are expected to be slightly higher in 2015 compared with 2014. Goldstrike royalty ounces are expected to be slightly higher with Barrick’s thiosulphate project now ramping up production. Fire Creek/Midas is expected to deliver 7,500 ounces in 2015 pursuant to the agreement. Gold Quarry is expected to deliver 11,250 royalty ounces in 2015 as

 

5



 

payments will be based on the minimum royalty provision.

 

·                                          Gold — Canada:  GEOs earned from Canadian assets in 2015 are expected to be lower than 2014 levels. Detour Lake royalty ounces are expected to be higher as Detour continues to ramp-up production. This increase is expected to be offset by declines in production from other Canadian assets.

 

·                                          Gold — Latin America:  GEOs from Latin America will grow significantly with Franco-Nevada benefitting from a full year of production from Candelaria in 2015 compared to a partial year in 2014. Candelaria is expected to deliver 85,000 GEOs in 2015, a substantial increase over 2014 when Candelaria contributed 20,099 GEOs.

 

·                                          Gold — Rest of World:  Rest of World gold assets are expected to generate lower GEOs in 2015. Sabodala is expected to deliver 22,500 ounces pursuant to the stream agreement. Subika is expected to be lower as a result of the delayed expansion at Ahafo.

 

·                                          PGM:  Sudbury stream ounces for 2015 are expected to be lower in 2015 and lower PGM ounces are expected from Stillwater.

 

·                                          Other minerals:  GEOs from other minerals are expected to be lower in 2015 as Osborne has lowered its production forecast and Peculiar Knob is scheduled to be put on care and maintenance.

 

·                                          Oil & Gas: For 2015, oil & gas revenues are projected to be $20.0 million to $30.0 million reflecting significantly lower oil price assumptions compared to last year.

 

6



 

Selected Financial Information

 

 

 

For the three
months

ended
June 30,
2015

 

For the three
months
ended
June 30,
2014

 

For the six
months
ended
June 30,
2015

 

For the six
months
ended
June 30,
2014

 

(Expressed in millions, except GEOs, Margin and per share amounts)

 

 

 

 

 

 

 

 

 

Statement of Income and Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

Revenue

 

$

109.4

 

$

107.7

 

$

218.6

 

$

211.8

 

Depletion and depreciation

 

49.1

 

39.6

 

100.8

 

75.7

 

Impairments1

 

 

 

0.1

 

 

Operating income

 

30.9

 

47.6

 

61.3

 

96.3

 

Net income

 

21.6

 

36.9

 

40.8

 

72.3

 

Basic earnings per share

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Diluted earnings per share

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Weighted Average Shares Outstanding

 

156.7

 

147.3

 

156.7

 

147.3

 

 

 

 

 

 

 

 

 

 

 

Non-IFRS Measures

 

 

 

 

 

 

 

 

 

Average Gold Price

 

$

1,193

 

$

1,289

 

$

1,206

 

$

1,291

 

GEOs 2

 

83,040

 

64,734

 

168,121

 

130,570

 

Adjusted EBITDA3

 

$

82.2

 

$

87.2

 

$

165.5

 

$

172.0

 

Adjusted EBITDA3 per share

 

$

0.53

 

$

0.59

 

$

1.06

 

$

1.17

 

Margin3

 

75.1

%

81.0

%

75.9

%

81.2

%

Adjusted Net Income3

 

$

22.9

 

$

36.0

 

$

45.8

 

$

70.3

 

Adjusted Net Income3 per share

 

$

0.15

 

$

0.24

 

$

0.30

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

Statement of Cash flows

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities, before changes in non-cash assets and liabilities

 

78.0

 

80.8

 

155.9

 

158.0

 

Net cash used in investing activities

 

(25.8

)

(3.5

)

(46.9

)

(138.1

)

Net cash used in financing activities

 

(24.3

)

(21.1

)

(47.9

)

(43.4

)

 

 

 

 

 

 

 

As at
June 30,
2015

 

As at
December 31,
2014

 

Statement of Financial Position

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

$

610.8

 

$

592.5

 

Total assets

 

 

 

 

 

3,391.4

 

3,466.9

 

Deferred income tax liabilities

 

 

 

 

 

44.2

 

40.3

 

Total shareholders’ equity

 

 

 

 

 

3,322.9

 

3,405.5

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

 

 

 

 

$

688.3

 

$

677.8

 

Debt

 

 

 

 

 

Nil

 

Nil

 

 


1                   Impairments include impairment charges on investments, royalties, streams and working interests.

2                   For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on pages 15- and 27 of this MD&A.

3                   Adjusted EBITDA, Margin and Adjusted Net Income are non-IFRS financial measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please see pages 40-42 of this MD&A.

 

7



 

Overview of Financial Performance — Q2 2015 to Q2 2014

 

Gold Equivalent Ounces

 

The Company continued to grow its GEOs compared to Q2 2014 with 83,040 GEOs earned in the second quarter of 2015, an increase of 28.3% over the second quarter of 2014. Franco-Nevada continues to grow its portfolio through acquisitions and organic growth.

 

 

8



 

The following table outlines GEOs attributable to Franco-Nevada for the three months ended June 30, 2015 and 2014 by commodity, geographical location and type of interest (excluding oil & gas):

 

 

 

Gold Equivalent Ounces1

 

 

 

For the three months ended June 30,

 

2015

 

2014

 

Variance

 

%

 

Commodity

 

 

 

 

 

 

 

 

 

Gold

 

73,419

 

50,970

 

22,449

 

44

%

PGM

 

7,323

 

10,890

 

(3,567

)

(33

)%

Other Minerals

 

2,298

 

2,874

 

(576

)

(20

)%

 

 

83,040

 

64,734

 

18,306

 

28

%

Geography

 

 

 

 

 

 

 

 

 

United States

 

15,543

 

13,340

 

2,203

 

17

%

Canada

 

12,961

 

16,031

 

(3,070

)

(19

)%

Latin America

 

37,602

 

14,535

 

23,067

 

159

%

Rest of World

 

16,934

 

20,828

 

(3,894

)

(19

)%

 

 

83,040

 

64,734

 

18,306

 

28

%

Type

 

 

 

 

 

 

 

 

 

Revenue-based

 

24,584

 

26,616

 

(2,032

)

(8

)%

Streams

 

52,905

 

32,998

 

19,907

 

60

%

Profit-based

 

1,352

 

3,266

 

(1,914

)

(59

)%

Other

 

4,199

 

1,854

 

2,345

 

126

%

 

 

83,040

 

64,734

 

18,306

 

28

%

 


1  For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 15 of this MD&A.

 

GEOs were earned from the following asset classes (excluding oil & gas):

 

 

 

Gold Equivalent Ounces1

 

 

 

For the three months ended June 30,

 

2015

 

2014

 

Variance

 

%

 

 

 

 

 

 

 

 

 

 

 

Gold – United States

 

11,715

 

8,680

 

3,035

 

35

%

Gold – Canada

 

8,205

 

9,680

 

(1,475

)

(15

)%

Gold – Latin America

 

37,602

 

14,535

 

23,067

 

159

%

Gold – Rest of World

 

15,897

 

18,075

 

(2,178

)

(12

)%

Gold – Total

 

73,419

 

50,970

 

22,449

 

44

%

PGM

 

7,323

 

10,890

 

(3,567

)

(33

)%

Other Minerals

 

2,298

 

2,874

 

(576

)

(20

)%

 

 

83,040

 

64,734

 

18,306

 

28

%

 


1  For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 15 of this MD&A.

 

Our portfolio is well-diversified with GEOs being earned from approximately 45 different mineral interests in various jurisdictions.

 

9



 

GEO Reconciliation — Q2 2014 to Q2 2015

 

 

Gold GEOs

 

GEOs earned from gold assets increased by 44.0% to 73,419 GEOs in the second quarter of 2015 from 50,970 GEOs in the second quarter of 2014. The growth in GEOs was mainly attributable to the addition of the Candelaria and Fire Creek/Midas streams/fixed ounces. GEOs from existing gold assets were lower in the quarter due to lower production levels. For the quarter, 1,352 GEOs from our gold NPIs were earned compared with 3,266 GEOs earned from gold NPIs in the same period in 2014.

 

U.S. assets produced 11,715 GEOs, representing an increase of 35.0%, or 3,035 GEOs. The increase is due to:

 

·                  the newly—acquired Fire Creek/Midas fixed ounces (2,500 GEOs);

·                  higher production from Marigold (963 GEOs), Bald Mountain (797 GEOs) and Gold Quarry (225 GEOs);

·                  partially offset by lower production from Goldstrike (1,318 GEOs), with the NPI contributing 1,220 fewer GEOs in 2015 than 2014, Mesquite (94 GEOs) and other assets (38 GEOs).

 

Canadian assets produced 8,205 GEOs in the quarter, a decrease of 1,475 GEOs, or 15.2%. The largest increase came from:

 

·                  Musselwhite (476 GEOs), with the NPI benefitting from the weaker Canadian dollar, and higher production at Detour (342 GEOs) and Golden Highway (107 GEOs);

 

10



 

·                  offset by lower production at Hemlo (1,398 GEOs), Sudbury (683 GEOs) and other assets (319 GEOs).

 

Latin American assets, which include the recent Candelaria acquisition, generated 37,602 GEOs with the major contributions as follows:

 

·                  Candaleria’s production was 24,192 GEOs, or 64.3%, of total GEOs from Latin America;

·                  production from Palmarejo decreased with the Company receiving the minimum of 12,501 for the quarter.

 

Rest of World assets generated 15,897 GEOs, a decrease of 12.0%, over 2014 levels, attributable to:

 

·                  higher production at MWS (532 GEOs);

·                  offset by lower production at Subika (1,508 GEOs), Tasiast (276 GEOs), Duketon (245 GEOs) and other assets (681 GEOs).

 

PGM GEOs

 

PGM GEOs produced were 7,323 for the quarter compared to 10,890 GEOs in 2014, a decrease of 32.8%. The decrease in GEOs is attributable to:

 

·                  lower production from the Sudbury assets (2,703 GEOs) and Stillwater (864 GEOs); and

·                  the impact of a lower palladium to gold ratio.

 

Overall palladium production was 20.5% lower in the quarter with overall platinum production 27.9% lower over the second quarter of 2014.

 

Other Mineral GEOs

 

GEOs generated from other minerals decreased to 2,298 GEOs from 2,874 GEOs in the comparable period. Production at Peculiar Knob, an iron-ore project in Australia, was lower in the period with the operation expected to be put on care and maintenance in the third quarter of 2015.

 

Revenue

 

Franco-Nevada’s revenue is generated from various forms of agreements, ranging from NSR royalties, streams, NPI royalties, net royalty interests (“NRI”), working interests and other. For definitions of the various types of agreements, please refer to our Annual Information Form filed on SEDAR at www.sedar.com or our Form 40-F filed on EDGAR at www.sec.gov.

 

The market prices of gold, PGM, oil and natural gas are the primary drivers of our profitability and our ability to generate operating cash flow for shareholders.

 

11



 

Quarterly Revenue Breakdown

(millions of dollars)

 

 

Revenue by Commodity

 

 

12



 

Revenue by Region

 

 

The following table outlines Franco-Nevada’s revenue for the three months ended June 30, 2015 and 2014, by commodity, geographical location and type of interest and highlights the diversification of the portfolio:

 

For the three months ended June 30,

 

Revenue

 

 

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

%

 

 

 

 

 

 

 

 

 

 

 

Commodity

 

 

 

 

 

 

 

 

 

Gold

 

$

87.7

 

$

65.9

 

$

21.8

 

33

%

PGM

 

8.7

 

14.3

 

(5.6

)

(39

)%

Other Minerals

 

2.7

 

3.8

 

(1.1

)

(29

)%

Oil & Gas

 

10.3

 

23.7

 

(13.4

)

(57

)%

 

 

$

109.4

 

$

107.7

 

$

1.7

 

2

%

 

 

 

 

 

 

 

 

 

 

Geography

 

 

 

 

 

 

 

 

 

United States

 

$

18.5

 

$

17.2

 

$

1.3

 

8

%

Canada

 

25.8

 

44.8

 

(19.0

)

(42

)%

Latin America

 

44.9

 

18.7

 

26.2

 

140

%

Rest of World

 

20.2

 

27.0

 

(6.8

)

(25

)%

 

 

$

109.4

 

$

107.7

 

$

1.7

 

2

%

 

 

 

 

 

 

 

 

 

 

Type

 

 

 

 

 

 

 

 

 

Revenue-based

 

$

31.5

 

$

39.9

 

$

(8.4

)

(21

)%

Streams

 

63.1

 

42.9

 

20.2

 

47

%

Profit-based

 

7.0

 

17.1

 

(10.1

)

(59

)%

Working interests and other

 

7.8

 

7.8

 

 

 

 

 

$

109.4

 

$

107.7

 

$

1.7

 

2

%

 

13



 

Revenue for the three and six months ended June 30, 2015 was $109.4 million (2014 - $107.7 million) and $218.6 million (2014 - $211.8 million), respectively, and was comprised of the following:

 

(expressed in millions)

 

 

 

 

 

For the three months ended
June 30,

 

For the six months ended
June 30,

 

Property

 

Interest

 

2015

 

2014

 

2015

 

2014

 

Gold - United States

 

 

 

 

 

 

 

 

 

 

 

Goldstrike

 

NSR 2-4%, NPI 2.4-6%

 

$

3.2

 

$

5.2

 

$

6.0

 

$

14.1

 

Gold Quarry

 

NSR 7.29%

 

3.3

 

3.3

 

7.7

 

7.8

 

Marigold

 

NSR 1.75-5%, GR 0.5-4%

 

2.0

 

0.9

 

3.2

 

2.4

 

Fire Creek/Midas

 

Fixed to 2018 / NSR 2.5%

 

2.9

 

 

4.5

 

 

Bald Mountain

 

NSR/GR 0.875-5%

 

2.2

 

1.3

 

4.4

 

2.0

 

Mesquite

 

NSR 0.5-2%

 

0.3

 

0.4

 

0.6

 

0.8

 

Other

 

 

 

0.1

 

0.1

 

0.2

 

0.6

 

Gold - Canada

 

 

 

 

 

 

 

 

 

 

 

Detour Lake

 

NSR 2%

 

3.0

 

2.8

 

5.5

 

5.3

 

Golden Highway

 

NSR 2-15%

 

2.6

 

2.6

 

5.6

 

5.8

 

Sudbury

 

Stream 50%

 

0.9

 

1.8

 

2.7

 

3.9

 

Musselwhite

 

NPI 5%

 

0.8

 

0.2

 

1.6

 

0.9

 

Hemlo

 

NSR 3%, NPI 50%

 

0.3

 

2.1

 

0.5

 

2.2

 

Kirkland Lake

 

NSR 2.5-5.5%, NPI 20%

 

1.0

 

1.2

 

2.3

 

2.3

 

Timmins West

 

NSR 2.25%

 

0.9

 

1.3

 

2.0

 

2.2

 

Other

 

 

 

0.3

 

0.4

 

0.7

 

0.7

 

Gold - Latin America

 

 

 

 

 

 

 

 

 

 

 

Candelaria

 

Stream 68%

 

29.0

 

 

55.7

 

 

Palmarejo

 

Stream 50%

 

14.9

 

17.9

 

30.1

 

35.2

 

Cerro San Pedro

 

GR 1.95%

 

0.8

 

0.6

 

1.4

 

1.2

 

Other

 

 

 

0.3

 

0.3

 

0.6

 

0.6

 

Gold - Rest of World

 

 

 

 

 

 

 

 

 

 

 

MWS

 

Stream 25%

 

6.4

 

6.3

 

13.7

 

14.7

 

Sabodala

 

Stream 6%, Fixed to 2019

 

6.7

 

7.3

 

15.8

 

14.6

 

Subika

 

NSR 2%

 

1.0

 

3.0

 

2.6

 

5.1

 

Tasiast

 

NSR 2%

 

1.3

 

1.8

 

2.6

 

4.1

 

Duketon

 

NSR 2%

 

1.2

 

1.6

 

3.2

 

3.3

 

Edikan

 

NSR 1.5%

 

0.5

 

0.8

 

1.5

 

1.7

 

Cooke 4

 

Stream 7%

 

0.9

 

1.1

 

1.8

 

1.8

 

Other

 

 

 

0.9

 

1.6

 

2.9

 

2.6

 

 

 

 

 

$

87.7

 

$

65.9

 

$

179.4

 

$

135.9

 

PGM

 

 

 

 

 

 

 

 

 

 

 

Sudbury

 

Stream 50%

 

4.3

 

8.5

 

9.3

 

15.3

 

Stillwater

 

NSR 5%

 

4.4

 

5.8

 

9.1

 

11.2

 

 

 

 

 

$

8.7

 

$

14.3

 

$

18.4

 

$

26.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Minerals

 

 

 

$

2.7

 

$

3.8

 

$

5.0

 

$

7.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil & Gas

 

 

 

 

 

 

 

 

 

 

 

Weyburn

 

NRI 11.71%, ORR 0.44%, WI 2.26%

 

8.3

 

18.8

 

11.7

 

33.1

 

Midale

 

ORR 1.14%, WI 1.59%

 

0.5

 

1.0

 

1.0

 

1.8

 

Edson

 

ORR 15%

 

0.4

 

1.4

 

0.9

 

2.8

 

Other

 

 

 

1.1

 

2.5

 

2.2

 

4.7

 

 

 

 

 

$

10.3

 

$

23.7

 

$

15.8

 

$

42.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

109.4

 

$

107.7

 

$

218.6

 

$

211.8

 

 

14



 

Average Precious Metal Commodity Prices

 

Quarterly Averages

 

 

Q2
2015

 

Q1
2015

 

Variance
(Q2’15-Q1’15)

 

Q2
2014

 

Variance
(Q2’15-Q2’14)

 

Gold1

($/oz)

 

$

1,193

 

$

1,219

 

(2.1

)%

$

1,289

 

(7.5

)%

Silver1

($/oz)

 

16.41

 

16.71

 

(1.8

)%

19.62

 

(16.4

)%

Platinum2

($/oz)

 

1,127

 

1,193

 

(5.5

)%

1,447

 

(22.1

)%

Palladium2

($/oz)

 

760

 

786

 

(3.3

)%

815

 

(6.7

)%

Exchange Rates3

 

 

 

 

 

 

 

 

 

 

 

 

CAD

 

 

0.8135

 

0.8059

 

0.9

%

0.9170

 

(11.3

)%

 


1                   Based on London Bullion Market Association (“LBMA”) prices

2                   Based on London PM fix

3                   Based on Bank of Canada noon rates

 

Gold Revenue

 

The price of gold is the largest single factor in determining profitability and cash flow from operations for Franco-Nevada. During Q2 2015, average gold prices traded between $1,164/oz and $1,225/oz with an average price of $1,193/oz. This compares to an average gold price of $1,289/oz for the second quarter of 2014, a decrease of 7.5%. Gold prices continue to be pressured by a strong U.S. dollar and expectations of U.S. interest rate increases starting in 2015.

 

Overall gold revenue increased to $87.7 million from $65.9 million for the comparable period, an increase of 33.1%. The increase was attributable primarily to:

 

·                  production from recent acquisitions, Candelaria ($29.0 million) and Fire Creek/Midas ($2.9 million);

·                  offset by the lower average gold price.

 

NPI interests contributed $1.6 million to revenue in the quarter compared to $4.2 million in the second quarter of 2014.

 

U.S. assets generated $14.0 million in revenue, an increase of 25.0%, mainly driven by:

 

·                  the Fire Creek/Midas acquisition;

·                  higher revenue from Marigold and Bald Mountain due to higher production , with lower revenue coming from Goldstrike, on both the NPI and NSR.

 

Canadian assets generated $9.8 million in revenue in the quarter, a decrease of $2.6 million, or 21.0%, over 2014. The decrease was attributable to:

 

·                  the Hemlo NPI ($1.8 million) and lower production at Sudbury ($0.9 million) and other assets ($0.7 million);

·                  partially offset by higher revenue from Musselwhite ($0.4 million) and Detour ($0.2 million).

 

Latin American gold assets generated $45.0 million compared to $18.8 million for the same period in 2014. The increase was mainly due to:

 

·                  the acquisition of Candelaria ($29.0 million);

·                  partially offset by lower revenue from Palmarejo ($3.0 million).

 

Rest of World gold assets generated $18.9 million in revenue in the quarter compared to $23.5 million in 2014. The 19.6% decrease was due primarily to:

 

15



 

·                  lower revenue earned from the rest of world gold assets due to a combination of lower production and lower average gold prices.

 

PGM Revenue

 

The prices for platinum and palladium averaged $1,127/oz and $760/oz, respectively, representing decreases of 22.1% and 6.7%, respectively, over the second quarter of 2014. PGM revenue for the quarter was $8.7 million compared to $14.3 million for the second quarter of 2014, a decrease of 39.2%. Palladium is a significantly larger portion of Franco-Nevada’s revenue than platinum. Overall PGM revenue was lower quarter over quarter by $5.6 million with overall palladium production down by 20.5% and overall platinum production down by 20.5%.

 

Other Mineral Revenue

 

Other minerals generated $2.7 million and $3.8 million in revenue for the quarters ended June 30, 2015 and 2014, respectively. The decrease was due to:

 

·                  lower iron-ore prices and the associated revenue from the Peculiar Knob royalty.

 

Oil & Gas Revenue

 

Averages (C$/bbl)

 

Q2
2015

 

Q1
2015

 

Variance
(Q2’15-Q1’15)

 

Q2
2014

 

Variance
(Q2’15-Q2’14)

 

Edmonton Light

 

C$ 

69.07

 

C$ 

53.30

 

29.6

%

C$

103.14

 

(33.0

)%

Quality Differential

 

 

(6.74

)

 

(10.35

)

(34.9

)%

 

(5.88

)

14.6

%

Realized oil price

 

C$ 

62.33

 

C$ 

42.95

 

45.1

%

C$

97.26

 

(35.9

)%

 

Oil & gas revenue was $10.3 million for the quarter (97% oil and 3% gas) compared with $23.7 million for the same period of 2014 (94% oil and 6% gas), a decrease of 59.1%. The decrease is due to lower average oil prices and slightly lower production. Production for the quarter was 5.1% lower than the second quarter of 2014.

 

Revenue from the Weyburn Unit for the quarter decreased to $8.3 million (2014 - $18.8 million) with $5.3 million earned from the NRI (2014 - $12.9 million), $2.5 million earned from the working interest (2014 - $4.8 million) and $0.5 million earned from the overriding royalties (2014 - $1.1 million). Revenue was impacted by lower average oil prices with production from the Weyburn Unit down 2.7% in the quarter when compared to the second quarter of 2014.  Actual realized price from the NRI was C$60.17/boe for the quarter, down 38.7% from the realized price of C$98.20/boe for the second quarter of 2014.

 

16



 

Costs and Expenses

 

Costs and expenses for the quarter were $78.5 million compared to $60.1 million in 2014. The following table provides a list of the costs and expenses incurred for the three months ended June 30, 2015 and 2014.

 

 

 

Three months ended June 30,

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

Costs of sales

 

$

24.0

 

$

15.2

 

$

8.8

 

Depletion and depreciation

 

49.1

 

39.6

 

9.5

 

Corporate administration

 

4.1

 

4.5

 

(0.4

)

Business development

 

1.3

 

0.8

 

0.5

 

 

 

$

78.5

 

$

60.1

 

$

18.4

 

 

Costs of sales, which are comprised of the cost of GEOs purchased under stream agreements, cost of prepaid gold ounces, oil & gas production taxes, operating costs on oil & gas working interests and net proceeds taxes on mineral interests, were $24.0 million for the second quarter of 2015 compared with $15.2 million for the second quarter of 2014. The increase of $8.8 million is attributable to the higher purchase cost of stream and prepaid ounces due to (i) the Candelaria and Fire Creek/Midas acquisitions ($11.3 million); partially offset by lower production and purchase cost of stream ounces from Sudbury ($1.4 million) and Palmarejo ($0.5 million). Upon the sale of the gold ounces delivered under the Fire Creek/Midas transaction, Franco-Nevada will record an amount of $882.71/oz as a non-cash cost of sale. Franco-Nevada received 52,905 GEOs under its stream agreements compared to 32,998 GEOs received in Q2 2014.

 

17



 

Costs of Sales Reconciliation — Q2 2014 to Q2 2015

(expressed in millions)

 

 

Depletion and depreciation totaled $49.1 million for the quarter compared to $39.6 million in 2014. The increase of $9.5 million is due in part to Candelaria ($15.5 million), a recent acquisition, and Bald Mountain ($1.3 million), due to higher production. These increases were partially offset by lower production and associated depletion on Subika, the Sudbury streams, oil & gas assets, Palmarejo and Goldstrike as outlined below.

 

18



 

Depletion Reconciliation — Q2 2014 to Q2 2015

(expressed in millions)

 

 

Corporate administration expenses decreased to $4.1 million in the quarter, representing 3.8% of revenue, from $4.5 million in 2013. The decrease is due to lower mark-to-market adjustments associated with Franco-Nevada’s Deferred Share Unit Plan and the impact of a weaker Canadian dollar.

 

Business development expenses were $1.3 million and $0.8 million for the three months ended June 30, 2015 and 2014, respectively. Timing of incurring these costs typically varies depending upon the level of activity of the business development team and the timing of completing transactions.

 

Foreign Exchange and Other Income/Expenses

 

Foreign exchange losses and other income for the quarter were $1.4 million compared to $1.3 million in 2014. The following table provides a list of foreign exchange losses and other income incurred for the three months ended June 30, 2015 and 2014.

 

 

 

Three months ended June 30,

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

Foreign exchange loss

 

$

0.7

 

$

0.9

 

$

(0.2

)

Mark-to-market gain (loss) on warrants

 

(0.1

)

0.3

 

(0.4

)

(Loss) gain on sale of gold

 

(0.1

)

0.1

 

(0.2

)

Gain on sale of available-for-sale investments

 

0.9

 

 

0.9

 

 

 

$

1.4

 

$

1.3

 

$

0.1

 

 

19



 

Foreign exchange gains and losses include foreign exchange movements related to investments in bonds and other debt securities, such as government and corporate bonds, treasury bills and intercompany loans, held in the parent company, which are denominated in either U.S. dollars or Mexican pesos. The parent company’s functional currency is the Canadian dollar. Under IFRS, all foreign exchange changes related to the debt securities are recorded in net income as opposed to other comprehensive income.

 

During the quarter, certain available-for-sale investments were sold which resulted in a gain on sale of $0.9 million.

 

Finance Costs and Finance Income

 

Finance income was $1.1 million (2014 - $1.1 million) for the quarter which was earned on our cash equivalents and/or short-term investments. Finance expenses were $0.5 million (2014 - $0.4 million) and consist of the costs of maintaining our credit facility in addition to the amortization of the initial set-up costs incurred with respect to the facility.  Finance expenses were comprised of standby fees of $0.4 million (2014 - $0.3 million) and amortization of issuance costs were $0.1 million (2014 - $0.1 million).

 

Income Taxes

 

Franco-Nevada had an income tax expense of $11.3 million (2014 — $12.7 million) for the quarter comprised of a current income tax expense of $6.1 million (2014 - $8.7 million) and a deferred income tax expense of $5.2 million (2014 — $4.0 million) related to our Canadian and Mexican entities. Franco-Nevada’s effective tax rate was 34.3% (2014 - 25.6%) which was due to increases in tax rates in Canada.

 

Net Income

 

Net income for the quarter was $21.6 million, or $0.14 per share, compared with $36.9 million, or $0.25 per share, for the same period in 2014. Adjusted Net Income was $22.9 million, or $0.15 per share, compared with $36.0 million, or $0.24 per share, for Q2 2014.  The decrease in Adjusted Net Income was driven primarily by:

 

·                  higher depletion and costs of sales due to the Candelaria and Fire Creek/Midas additions;

·                  partially offset by lower income tax expense and higher revenue.

 

20



 

Adjusted Net Income Reconciliation — Q2 2014 to Q2 2015

(expressed in millions)

 

 

21



 

Quarterly Financial Information

 

Selected quarterly financial information from our financial statements is set out below:

 

(expressed in millions, except per share amounts, Average Gold Price, GEOs, and Margin)3

 

 

 

Q2
2015

 

Q1
2015

 

Q4
2014

 

Q3
2014

 

Q2
2014

 

Q1
2014

 

Q4
2013

 

Q3
2013

 

Revenue

 

$

109.4

 

$

109.2

 

$

123.0

 

$

107.6

 

$

107.7

 

$

104.1

 

$

100.0

 

$

98.8

 

Costs and expenses4

 

78.5

 

78.8

 

109.6

 

61.0

 

60.1

 

55.4

 

194.8

 

50.8

 

Operating income (loss)

 

30.9

 

30.4

 

13.4

 

46.6

 

47.6

 

48.7

 

(94.8

)

48.0

 

Other income (expenses)

 

2.0

 

(2.2

)

(2.0

)

(0.4

)

2.0

 

1.1

 

(2.9

)

0.7

 

Income tax expense (recovery)

 

11.3

 

9.0

 

10.2

 

13.0

 

12.7

 

14.4

 

(17.1

)

13.4

 

Net income (loss)

 

21.1

 

19.2

 

1.2

 

33.2

 

36.9

 

35.4

 

(80.6

)

35.3

 

Basic earnings (loss) per share

 

$

0.14

 

$

0.12

 

$

0.00

 

$

0.22

 

$

0.25

 

$

0.24

 

$

(0.55

)

$

0.24

 

Diluted earnings (loss) per share

 

$

0.14

 

$

0.12

 

$

(0.01

)

$

0.22

 

$

0.25

 

$

0.24

 

$

(0.55

)

$

0.24

 

Average Gold Price

 

$

1,193

 

$

1,219

 

$

1,200

 

$

1,282

 

$

1,289

 

$

1,294

 

$

1,272

 

$

1,328

 

GEOs5

 

83,040

 

85,081

 

92,774

 

70,071

 

64,734

 

92,774

 

69,741

 

70,071

 

Adjusted EBITDA5

 

$

82.2

 

$

83.3

 

$

96.2

 

$

88.7

 

$

87.2

 

$

84.8

 

$

77.3

 

$

80.3

 

Adjusted EBITDA5 per share

 

$

0.53

 

$

0.53

 

$

0.62

 

$

0.59

 

$

0.58

 

$

0.58

 

$

0.53

 

$

0.55

 

Margin5

 

75.1

%

76.3

%

78.2

%

82.4

%

81.0

%

81.5

%

77.3

%

81.3

%

Adjusted Net Income5

 

$

22.9

 

$

22.9

 

$

31.6

 

$

34.5

 

$

36.0

 

$

35.4

 

$

30.5

 

$

35.3

 

Adjusted Net Income5 per share

 

$

0.15

 

$

0.15

 

$

0.20

 

$

0.23

 

$

0.24

 

$

0.24

 

$

0.21

 

$

0.24

 

 


3  Due to rounding, amounts may not calculate.

4  Includes impairment charges on royalty, stream and working interests and investments.

5  GEOs, Adjusted EBITDA, Margin and Adjusted Net Income are non-IFRS measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please refer to pages 40-42 of this MD&A.

 

22



 

Overview of Financial Performance — Six Months 2015 to Six Months 2014

 

Gold Equivalent Ounces

 

The following table outlines GEOs attributable to Franco-Nevada for the six months ended June 30, 2015 and 2014 by commodity, geographical location and type of interest (excluding oil & gas):

 

 

 

Gold Equivalent Ounces1

 

For the six months ended June 30,

 

2015

 

2014

 

Variance

 

%

 

Commodity

 

 

 

 

 

 

 

 

 

Gold

 

148,606

 

105,541

 

43,065

 

41

%

PGM

 

15,306

 

19,580

 

(4,274

)

(22

)%

Other Minerals

 

4,209

 

5,449

 

(1,240

)

(23

)%

 

 

168,121

 

130,570

 

37,551

 

29

%

Geography

 

 

 

 

 

 

 

 

 

United States

 

29,950

 

30,956

 

(1,006

)

(3

)%

Canada

 

26,251

 

28,916

 

(2,665

)

(9

)%

Latin America

 

72,561

 

28,642

 

43,919

 

153

%

Rest of World

 

39,359

 

42,056

 

(2,697

)

(6

)%

 

 

168,121

 

130,570

 

37,551

 

29

%

Type

 

 

 

 

 

 

 

 

 

Revenue-based

 

52,279

 

53,097

 

(818

)

(2

)%

Streams

 

106,841

 

65,117

 

41,724

 

64

%

Profit-based

 

2,206

 

8,414

 

(6,208

)

(74

)%

Other

 

6,795

 

3,942

 

2,853

 

72

%

 

 

168,121

 

130,570

 

37,551

 

29

%

 


1                   For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 27 of this MD&A.

 

Oil & gas revenues are not included in the reported GEO numbers.

 

GEOs were earned from the following asset classes (excluding oil & gas):

 

 

 

Gold Equivalent Ounces1

 

For the six months ended June 30,

 

2015

 

2014

 

Variance

 

%

 

 

 

 

 

 

 

 

 

 

 

Gold – United States

 

22,093

 

21,896

 

197

 

1

%

Gold – Canada

 

17,337

 

18,091

 

(754

)

(4

)%

Gold – Latin America

 

72,562

 

28,642

 

43,920

 

153

%

Gold – Rest of World

 

36,614

 

36,912

 

(298

)

(1

)%

Gold – Total

 

148,606

 

105,541

 

43,065

 

41

%

PGM

 

15,306

 

19,580

 

(4,274

)

(22

)%

Other Minerals

 

4,209

 

5,449

 

(1,240

)

(23

)%

 

 

168,121

 

130,570

 

37,551

 

29

%

 


1                   For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 27 of this MD&A.

 

23



 

GEO Reconciliation — Six Months 2014 to Six Months 2015

 

Gold GEOs

 

GEOs earned from gold assets increased by 40.8% to 148,606 GEOs from 105,541 GEOs in 2014. The increase of 43,065 GEOs is mainly attributable to the recent Candelaria (45,897 GEOs) and Fire Creek/Midas (3,750 GEOs) acquisitions. In addition, gold NPIs were lower in the first half of 2015 with 2,206 GEOs being earned compared with 8,413 GEOs in 2014.

 

U.S. assets produced 22,093 GEOs, representing an increase of 0.9% over 2014. The increase was mainly attributable to:

 

·                  the Fire Creek/Midas acquisition (3,750 GEOs) and higher production at Bald Mountain (2,093 GEOs), Marigold (782 GEOs) and Gold Quarry (270 GEOs);

·                  partially offset by lower production from Goldstrike, both on the NPI and NSR (6,386 GEOs), and other U.S. gold assets (312 GEOs).

 

Canadian assets produced 17,337 GEOs, a decrease of 754 GEOs, or 4.2%, with:

 

·                  Hemlo (1,318 GEOs) and Sudbury (790 GEOs) contributing fewer GEOs in 2015 than 2014 due to lower production;

·                  partially offset by higher production at Musselwhite (613 GEOs), Detour (451 GEOs), Kirkland Lake (114 GEOs) and other Canadian gold assets (176 GEOs).

 

24



 

Latin American gold assets produced 72,562 GEOs, an increase of 43,920 GEOs, or 153.3%, which was due to:

 

·                  the Candelaria acquisition (45,897 GEOs) and higher production from Cerro San Pedro (232 GEOs) and other Latin American assets (31 GEOs);

·                  partially offset by lower production at Palmarejo (2,240 GEOs).

 

For the first half of 2015, 697,964 ounces of silver were converted to GEOs with the majority coming from Candelaria.

 

Rest of World gold assets produced 36,614 GEOs in the period compared to 36,912 GEOs in 2014, which was due to:

 

·                  one additional delivery from the Sabodala stream (1,875 GEOs) and higher production from Duketon (160 GEOs), Cooke 4 (144 GEOs) and other gold assets (323 GEOs);

·                  partially offset by lower production at Subika (1,793 GEOs), Tasiast (975 GEOs) and Edikan (32 GEOs).

 

PGM GEOs

 

PGM GEOs produced were 15,306 for the period compared to 19,580 GEOs in 2014. The decrease in GEOs is attributable to lower production from the Sudbury assets (3,103 GEOs) and Stillwater (1,171 GEOs). Actual palladium and platinum production subject to the stream and royalties was lower by 12.4% and 17.3%, respectively, in the first half of 2015 when compared to 2014.

 

Other Mineral GEOs

 

GEOs generated from other minerals decreased to 4,209 GEOs substantially due to lower production from Peculiar Knob, an iron-ore operation in Australia, and Osborne, a nickel operation in Australia.

 

Revenue

 

The following table outlines Franco-Nevada’s revenue for the six months ended June 30, 2015 and 2014, by commodity, geographical location and type of interest:

 

For the six months ended June 30,

 

Revenue

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

%

 

Commodity

 

 

 

 

 

 

 

 

 

Gold

 

$

179.4

 

$

135.9

 

$

43.5

 

32

%

PGM

 

18.4

 

26.5

 

(8.1

)

(31

)%

Other Minerals

 

5.0

 

7.0

 

(2.0

)

(29

)%

Oil & Gas

 

15.8

 

42.4

 

(26.6

)

(63

)%

 

 

$

218.6

 

$

211.8

 

$

6.8

 

3

%

 

 

 

 

 

 

 

 

 

 

Geography

 

 

 

 

 

 

 

 

 

United States

 

$

36.0

 

$

39.2

 

$

(3.2

)

(8

)%

Canada

 

47.4

 

81.2

 

(33.8

)

(42

)%

Latin America

 

87.8

 

36.9

 

50.9

 

138

%

Rest of World

 

47.4

 

54.5

 

(7.1

)

(13

)%

 

 

$

218.6

 

$

211.8

 

$

6.8

 

3

%

 

 

 

 

 

 

 

 

 

 

Type

 

 

 

 

 

 

 

 

 

Revenue-based

 

$

67.2

 

$

78.6

 

$

(11.4

)

(15

)%

Streams

 

129.1

 

85.5

 

43.6

 

51

%

Profit-based

 

9.4

 

32.5

 

(23.1

)

(71

)%

Working interests and other

 

12.9

 

15.2

 

(2.3

)

(15

)%

 

 

$

218.6

 

$

211.8

 

$

6.8

 

3

%

 

25



 

Revenue by Commodity

 

 

Revenue by Region

 

 

26



 

Average Precious Metal Commodity Prices

 

 

 

 

 

For the six months ended June 30,

 

Six Month Averages

 

 

 

2015

 

2014

 

Variance

 

Gold1

 

($/oz)

 

$

1,206

 

$

1,291

 

(6.6

)%

Silver1

 

($/oz)

 

16.56

 

20.05

 

(17.4

)%

Platinum2

 

($/oz)

 

1,160

 

1,438

 

(19.3

)%

Palladium2

 

($/oz)

 

773

 

780

 

(0.9

)%

Exchange Rates3

 

 

 

 

 

 

 

 

 

CAD

 

 

 

0.8097

 

0.9117

 

(11.2

)%

 


1       Based on LBMA prices

2       Based on London PM Fix

3       Based on Bank of Canada noon rates

 

Gold Revenue

 

During the first half of 2015, gold prices continued to experience significant volatility, trading between $1,165/oz and $1,252/oz with an average price of $1,206/oz. This compares to an average gold price of $1,291/oz in the first half of 2014. Despite the 6.6% lower average gold price, overall gold revenue increased 32.0% to $179.4 million from $135.9 million for 2014. The increase was attributable primarily to recent acquisitions, Candelaria ($55.7 million) and Fire Creek/Midas ($4.5 million), offset by the lower average gold price and lower production. NPI interests contributed $2.6 million to revenue in the period compared to $10.2 million in 2014.

 

U.S. assets generated $26.6 million in revenue from $27.7 million in 2014 attributable to:

 

·                  lower revenue recorded at Goldstrike from both the NPI and NSR ($8.1 million);

·                  partially offset by Fire Creek/Midas ($4.5 million), a recent acquisition, and higher production at Bald Mountain ($2.4 million) and Marigold ($0.8 million) with lower revenue from other U.S. gold assets ($0.7 million).

 

Canadian assets generated $20.9 million in revenue in the year, a decrease of $2.4 million, or 10.3% over 2014. The decreases were attributable to:

 

·                  lower revenue from the Hemlo NPI and NSR ($1.7 million) and Sudbury ($1.2 million);

·                  partially offset by higher revenue from Musselwhite ($0.7 million).

 

Latin American gold assets generated $87.8 million up from $37.0 million in 2014 with:

 

·                  Candelaria contributing $55.7 million in revenue, or 63.4% of total revenue from Latin American gold assets; and

·                  revenue from Palmarejo being lower due to lower production and average gold prices.

 

Rest of World gold assets generated $44.1 million in revenue compared to $47.9 million in 2014. The 7.9% decrease was primarily due to:

 

·                  the lower average gold price as production levels were 0.8% lower in the period when compared to the 2014.

 

27



 

PGM Revenue

 

The prices for platinum and palladium averaged $1,160/oz and $773/oz, respectively, in the first half of 2015, representing decreases of 19.3% and 0.9%, respectively, compared with the average prices for 2014. PGM price volatility remained high in 2015, similar to the volatility of gold prices.

 

Revenue from PGM assets was $18.4 million compared to $26.5 million for 2014. The decrease is due to a combination of:

 

·                  lower production levels at Sudbury and Stillwater and the lower average commodity prices.

 

Other Mineral Revenue

 

Other minerals generated $5.0 million in revenue for the first six months of 2015 compared with $7.0 million for the comparable period of 2014. The decrease is primarily due to lower production and iron-ore prices realized from Peculiar Knob, an iron-ore project in Australia.

 

Oil & Gas Revenue

 

 

 

For the six months ended June 30,

 

Averages (C$/bbl)

 

2015

 

2014

 

Variance

 

Edmonton Light

 

C$

61.19

 

C$

101.65

 

(39.8

)%

Quality Differential

 

C$

(8.76

)

C$

(7.06

)

24.1

%

Realized oil price

 

C$

52.43

 

C$

94.59

 

(44.6

)%

 

Oil & gas revenue decreased 62.7% to $15.8 million for the first six months of 2015 (95% oil and 5% gas) compared with $42.4 million for 2014 (94% oil and 6% gas). The decrease was due to the lower average oil prices and a weaker Canadian dollar with production down 2.2% in the period.

 

Revenue from the Weyburn Unit for the period decreased to $11.7 million (2014 - $33.1 million) with $6.8 million earned from the NRI (2014 - $22.4 million), $4.2 million earned from the working interest (2014 - $8.9 million) and $0.7 million earned from the overriding royalties (2014 - $1.8 million). Actual realized price from the NRI was C$52.53/boe for the period, down 45.1%, from the average price of C$95.65/boe for the first half of 2014.

 

Costs and Expenses

 

Costs and expenses were $157.3 million for the first six months of 2015 compared to $115.5 million in 2014. The following table provides a list of the costs and expenses incurred for the six months ended June 30, 2015 and 2014.

 

 

 

Six months ended June 30,

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

Costs of sales

 

$

46.4

 

$

29.8

 

$

16.6

 

Depletion and depreciation

 

100.8

 

75.7

 

25.1

 

Corporate administration

 

8.2

 

8.7

 

(0.5

)

Business development

 

1.8

 

1.3

 

0.5

 

Subtotal

 

$

157.2

 

$

115.5

 

$

41.7

 

Impairment of royalty interests

 

0.1

 

 

0.1

 

 

 

$

157.3

 

$

115.5

 

$

41.8

 

 

28



 

Costs of sales, which are comprised of the cost of GEOs purchased under stream agreements, cost of prepaid gold ounces, oil & gas production taxes, operating costs on oil & gas working interests and net proceeds taxes on mineral interests, were $46.4 million for the first half of 2015 compared with $29.8 million for the first half of 2014. The increase of $16.6 million is attributable to the higher cost of stream and prepaid ounces from Candelaria ($17.3 million) and Fire Creek/Midas ($3.3 million); partially offset by the lower cost of stream ounces purchased from Sudbury ($1.6 million) and Palmarejo ($0.8 million). In addition, oil & gas production taxes and operating costs were lower due to lower revenue associated with these assets. For the first six months of 2015, Franco-Nevada received 106,841 GEOs under its stream agreements compared to 65,117 GEOs received in the same period of 2014.

 

Costs of Sales Reconciliation — Six Months 2014 to Six Months 2015

(expressed in millions)

 

 

29



 

Depletion and depreciation totaled $100.8 million for the period compared to $75.7 million in 2014. The increase of $25.1 million is mostly due to recent acquisitions: Candelaria ($29.4 million) and Sabodala ($1.8 million), as well as higher depletion on Bald Mountain ($2.8 million), due to higher production, and Palmarejo ($1.3 million), due to a change in estimate. These increases were partially offset by lower production and the associated depletion on Goldstrike ($3.5 million), Subika ($2.4 million), oil & gas assets ($2.0 million), Sudbury ($1.5 million) and MWS ($1.3 million).

 

Depletion Reconciliation — Six Months 2014 to Six Months 2015

(expressed in millions)

 

 

Corporate administration expenses decreased to $8.2 million, representing 3.8% of revenue, from $8.7 million in 2014. The decrease is due to lower mark-to-market adjustments associated with Franco-Nevada’s Deferred Share Unit Plan, legal and filing fees, partially offset by higher stock based compensation expense. Corporate administration expenses also benefitted from a weaker Canadian dollar.

 

Business development expenses were $1.8 million and $1.3 million for the six months ended June 30, 2015 and 2014, respectively. Timing of incurring these costs typically varies depending upon the level of activity of the business development team and timing of completing transactions.

 

30



 

Foreign Exchange and Other Income/Expenses

 

Foreign exchange losses and other expenses for the period were $1.2 million compared to other income of $2.1 million in 2014. The following table provides a list of the other income/expenses incurred for the six months ended June 30, 2015 and 2014.

 

 

 

Six months ended June 30,

 

(expressed in millions)

 

2015

 

2014

 

Variance

 

Foreign exchange loss

 

$

(1.8

)

$

 

$

(1.8

)

Mark-to-market gain (loss) on warrants

 

(0.3

)

2.3

 

(2.6

)

(Loss) on sale of gold

 

 

(0.2

)

0.2

 

Gain on sale of available-for-sale investments

 

0.9

 

 

0.9

 

 

 

$

(1.2

)

$

2.1

 

$

(3.3

)

 

Foreign exchange and other expenses were $1.2 million in the period (2014 — other income of $2.1 million) which was comprised of $1.8 million related to foreign exchange losses on intercompany debt securities and Canadian dollar cash balances (2014 — $Nil), $0.3 million in mark-to-market losses related to warrants of small to mid-sized publicly-listed resource companies (2014 — gains of $2.3 million) and a $0.9 million gain on the sale of available-for-sale investments (2014 — $Nil).

 

Finance Costs and Finance Income

 

Finance income was $1.9 million (2014 - $1.8 million) for the period which was earned on our cash equivalents and/or short-term investments.  Finance expenses were $0.9 million (2014 - $0.8 million) consisting of the costs of maintaining our credit facility in addition to the amortization of the initial set-up costs incurred with respect to the facility.  Finance expenses were in line with 2014 and were comprised of standby fees of $0.7 million (2014 - $0.6 million) and amortization of issuance costs were $0.2 million (2014 - $0.2 million).

 

Income Taxes

 

Franco-Nevada had an income tax expense of $20.1 million (2014 — $27.1 million) for the period comprised of a current income tax expense of $13.4 million (2014 - $17.5 million) and a deferred income tax expense of $6.7 million (2014 — $9.6 million) related to our Canadian, U.S. and Mexican entities. The Company’s effective tax rate was 33.3%, an increase from 2014, due increases in tax rates in Canada.

 

Net Income

 

Net income for the first six months of 2015 was $40.3 million, or $0.26 per share, compared with $72.3 million, or $0.49 per share, for 2014. Adjusted Net Income was $45.8 million, or $0.30 per share, compared with $70.3 million, or $0.48 per share, for 2014.

 

The decrease in Adjusted Net Income was driven primarily by:

 

·                  higher depletion and costs of sales, due to the Candelaria and Fire Creek/Midas acquisitions;

·                  partially offset by lower income tax expense and higher revenue.

 

31



 

Adjusted Net Income Reconciliation — Six Months 2014 to Six Months 2015

(expressed in millions)

 

 

32



 

Financial Condition Review

 

Summary Balance Sheet and Key Financial Metrics

 

(expressed in millions, except ratios)

 

As at
June 30,
2015

 

As at
December
31,
2014

 

Total cash and cash equivalents

 

$

610.8

 

$

592.5

 

Current assets

 

712.6

 

698.9

 

Non-current assets

 

2,678.8

 

2,768.0

 

Total assets

 

$

3,391.4

 

$

3,466.9

 

Current liabilities

 

24.3

 

21.1

 

Non-current liabilities

 

44.2

 

40.3

 

Total liabilities

 

$

68.5

 

$

61.4

 

Total shareholders’ equity

 

$

3,322.9

 

$

3,405.5

 

Dividends paid (including DRIP)

 

63.7

 

118.0

 

Debt

 

 

 

Total common shares outstanding

 

156.9

 

156.5

 

Key Financial Ratios

 

 

 

 

 

Working Capital

 

$

688.3

 

$

677.8

 

Current Ratio

 

29.3:1

 

33.1:1

 

Debt to equity

 

0:1

 

0:1

 

 

Balance Sheet Review

 

Total assets were $3,391.4 million at June 30, 2015 compared to $3,466.9 million at December 31, 2014 with the reduction due to a stronger U.S. dollar relative to the Canadian and Australian dollars, partially offset by cash generated from operations. Our asset base is primarily comprised of non-current assets such as our royalty, stream and working interests, and cash and cash equivalents, which reflect our business strategy of growing a diversified portfolio and ensuring cash is available for future acquisitions and dividends.

 

Total liabilities at June 30, 2015 was $68.5 million, comprised primarily of current and deferred income tax liabilities. Franco-Nevada continues to maintain a financially strong balance sheet with no debt and a large cash balance.

 

Financial Position, Liquidity and Capital Resources

 

Operating Cash Flow

 

Cash provided by operating activities before changes in non-cash assets and liabilities, relating to operating activities, was $78.0 million and $80.8 million for the three months ended June 30, 2015 and 2014, respectively. The decrease was attributable to higher costs of sales attributable to stream ounces paid in the quarter compared to the same quarter in 2014.

 

Cash provided by operating activities before changes in non-cash assets and liabilities, relating to operating activities, was $155.9 million and $158.0 million for the six months ended June 30, 3015 and 2014, respectively. The decrease was attributable to higher costs of sales attributable to stream ounces paid in 2015 when compared to 2014.

 

Investing Activities

 

Cash used in investing activities was $25.8 million for the quarter compared to $3.5 million in the same period of 2014. The increase was due to an increase in the acquisition of mineral interests and investments in the second quarter of 2015 compared to 2014.

 

33



 

For the six months ended June 30, 2015, cash used in investing activities was $46.9 million compared to $138.1 million in 2014. The decrease is due to fewer mineral interests being acquired in 2015 compared to 2014.

 

Typically Franco-Nevada invests its excess funds in various term deposits, treasury bills of the U.S. government, Canadian federal and provincial governments and high quality corporate bonds.  As at June 30, 2015, the majority of funds were held in cash deposits with several financial institutions. As at June 30, 2015, the investments had various maturities upon acquisition of up to 90 days and were classified as “cash and cash equivalents”.

 

Financing Activities

 

Net cash used in financing activities was $24.3 million for the quarter compared to $21.1 million for 2014. The increase in cash used is attributable to higher dividend payments in the second quarter of 2015 compared to the second quarter of 2014.

 

Financing activities used $47.9 million in cash in the first six months of 2015 compared to $43.4 million in 2014. The increase is due to higher dividends payments in 2015 when compared to 2014.

 

Cash Resources and Liquidity

 

Our performance is impacted by foreign currency fluctuations of the Canadian dollar, Mexican peso and Australian dollar relative to the U.S. dollar. The largest exposure we have is with respect to the Canada/U.S. dollar exchange rate as we hold a significant amount of our assets in Canada and report our results in U.S. dollars.  The effect of this volatility in these currencies against the U.S. dollar impacts our corporate administration, business development expenses and depletion on mineral and oil & gas interests incurred in our Canadian and Australian entities due to their respective functional currencies. The Canadian dollar traded in a range of $0.7811 to $0.8527, closing the period at $0.8017. The Mexican peso traded in a range of $0.06371 to $0.06866 and the Australian dollar traded between $0.7566 and $0.8211.

 

Management’s objectives when managing capital are to:

 

(a)         ensure the preservation and availability of capital by investing in low risk investments with high liquidity; and

 

(b)         ensure that adequate levels of capital are maintained to meet requirements.

 

As at June 30, 2015, our cash and cash equivalents totaled $610.8 million (December 31, 2014 - $592.5 million).  In addition, we held investments at June 30, 2015 with a combined value of $109.8 million (December 31, 2014 - $67.1 million), of which $80.0 million was held in publicly traded equity instruments (December 31, 2014 - $62.0 million).  Working capital as at June 30, 2015 was $688.3 million (December 31, 2014 - $677.8 million).

 

Our near-term cash requirements include funding of the Cobre Panama, Karma and Guadalupe stream commitments, corporate administration costs, certain costs of operations, declared dividends and income taxes directly related to the recognition of royalty and stream revenues.  As a royalty/stream company, there are limited requirements for capital expenditures other than for the acquisition of additional royalties/streams and working interests’ capital commitments.  Such acquisitions are entirely discretionary and will be consummated through the use of cash, as available, or through the issuance of common

 

34



 

shares or other equity or debt securities or use of our credit facility. We believe that our current cash resources, our available credit facility and future cash flows will be sufficient to cover the cost of our commitments under the various stream agreements, administrative expenses, costs of operations and dividend payments for the foreseeable future.

 

Ore and refined gold purchase commitments

 

The following table summarizes Franco-Nevada’s commitments to pay for gold, silver and PGM to which it has the contractual right pursuant to the associated precious metals agreements:

 

 

 

Attributable Payable
Production to be Purchased

 

Per Ounce Cash Payment 1,2

 

Term of

 

Date of

 

Property

 

Gold

 

Silver

 

PGM

 

Gold

 

Silver

 

PGM

 

Agreement

 

Contract

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Candelaria

 

68

%3

68

%3

0

%

$

400

 

$

4

 

n/a

 

40 years

 

6-Oct-14

 

Palmarejo

 

50

%

0

%

0

%

$

400

 

n/a

 

n/a

 

Life-of-Mine4

 

20-Jan-09

 

Sabodala

 

6

%

0

%

0

%

20

%5

n/a

 

n/a

 

40 years

 

12-Dec-13

 

MWS

 

25

%

0

%

0

%

$

400

 

n/a

 

n/a

 

40 years6

 

2-Mar-12

 

Cooke 4

 

7

%

0

%

0

%

$

400

 

n/a

 

n/a

 

40 years

 

5-Nov-09

 

Sudbury7

 

50

%

0

%

50

%

$

400

 

n/a

 

$

400

 

40 years

 

15-Jul-08

 

 


(1) - Subject to an annual inflationary adjustment.

(2) - Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price, with the exception of Palmarejo.

(3) - Percentage decreases to 40% after 720,000 ounces of gold and 12 million ounces of silver has been delivered under the agreement.

(4) - Agreement is capped at 400,000 ounces of gold.

(5) - Purchase price is 20% of prevailing market price at the time of delivery.

(6) - Agreement is capped at 312,500 ounces of gold.

(7) - The Company is committed to purchase 50% of the precious metals contained in ore from the properties. Cash payment is based on gold equivalent ounces.

 

Candelaria Gold and Silver Stream

 

Franco-Nevada made an additional and final $7.5 million payment to Lundin on July 24, 2015 following the resolution of certain post-closing items pursuant to the Candelaria stream agreement. The amount has been recorded as part of the stream interest and accrued as at June 30, 2015.

 

Karma Gold Stream

 

On August 11, 2014, Franco-Nevada and Sandstorm Gold Inc. (“Sandstorm”) (collectively, the “parties”) entered into a $120.0 million stream financing agreement with True Gold Mining Inc. (“True Gold”) in exchange for a 6.5% gold stream on True Gold’s Karma project, located in Burkina Faso, West Africa. Under the terms of the agreement, the parties will provide True Gold with $100.0 million in initial funding. The parties will split the agreement 75% to Franco-Nevada and 25% to Sandstorm. Over a period of five years, starting March 31, 2016, True Gold shall deliver to the parties, an aggregate of 20,000 ounces of gold each year, for a total of 100,000 ounces. Thereafter, True Gold shall deliver 6.5% of the gold

 

35



 

produced at Karma to the parties. The parties will pay 20% of the spot price of gold to True Gold for each ounce delivered under the agreement. Franco-Nevada has funded $53.7 million of its obligation under the agreement as at August 10, 2015.

 

In early 2015, True Gold announced that construction of Karma had been suspended due to community protests. Construction activities resumed in July 2015.

 

Guadalupe Gold Stream

 

On October 2, 2014, Franco-Nevada acquired a new 50% gold stream on Coeur Mining Inc.’s Palmarejo project located in Mexico. Under the terms of the new agreement, Franco-Nevada will fund a $22.0 million deposit which will be used to partially fund the development of the Guadalupe underground mine and Franco-Nevada will pay the lesser of (i) $800 per ounce; or (ii) the London PM gold fix on the date of delivery for each ounce delivered. The $22.0 million deposit will be paid in instalments which commenced on January 15, 2015 and ends on January 15, 2016, with $14.0 million being funded as at August 10, 2015. The new gold stream will become effective following the completion of the minimum obligation under Franco-Nevada’s existing Palmarejo gold stream which is expected to be reached by mid-2016.

 

Cobre Panama Precious Metal Stream

 

On August 20, 2012, Franco-Nevada announced the acquisition of a precious metals stream on Inmet Mining Corporation’s (“Inmet”) interest in the Cobre Panama copper project in Panama (“Cobre Panama”). Franco-Nevada has committed to fund a $1.0 billion deposit for the development of Cobre Panama, to be drawn down on a 1:3 ratio with Inmet’s funding after Inmet’s aggregate funding for Cobre Panama has exceeded $1.0 billion. Inmet was acquired by First Quantum Minerals Ltd. (“First Quantum”) in March 2013. Since its acquisition of Inmet, First Quantum has undertaken a complete review of the Cobre Panama project and released the results in January 2014 which includes a larger project with installed capacity approximately 17% higher than the Inmet plan and a revised development timeframe with first concentrate production expected in the fourth quarter of 2017. First Quantum reported that construction at Cobre Panama continued to advance in the quarter with detailed engineering and site earthworks progressing well.

 

Franco-Nevada has not funded any amounts under the stream agreement as at August 10, 2015. Franco-Nevada and First Quantum are making progress in negotiating amendments to the Cobre Panama stream agreement. The amount to be paid by Franco-Nevada upon finalizing the revised agreement based on expenditures to June 30, 2015 is agreed to be $275.0 million.

 

Capital Resources

 

As of June 30, 2015, the entire amount of $750.0 million, or its Canadian dollar equivalent, is available under recently amended unsecured credit facility.  Advances under the facility bear interest depending upon the currency of the advance and leverage ratio. We can also draw funds using LIBOR 30-day rates plus 120 basis points under our credit facility. As of August 10, 2015, U.S. and Canadian dollar advances under the facility would bear interest rates of 3.95% and 2.90%, respectively.

 

Standby fees of $0.4 million (2014 - $0.3 million) and $0.7 million (2014 - $0.6 million) were incurred and paid for the three and six months ended June 30, 2015, respectively.

 

36



 

Critical Accounting Estimates

 

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience. However, actual outcomes may differ from the amounts included in the consolidated financial statements.

 

Our significant accounting policies and estimates are disclosed in notes 2 and 3 of our most recent annual consolidated financial statements.

 

Outstanding Share Data

 

Franco-Nevada is authorized to issue an unlimited number of common and preferred shares.  A detailed description of the rights, privileges, restrictions and conditions attached to the authorized shares is included in our Annual Information Form for the year ended December 31, 2014, a copy of which can be found on SEDAR at www.sedar.com and in our 40-F, a copy of which can be found on EDGAR at www.sec.gov.

 

As of August 10, 2015, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:

 

Common Shares

 

Number

 

Outstanding

 

156,845,942

 

Issuable upon exercise of Franco-Nevada warrants(1)

 

6,510,769

 

Issuable upon exercise of Franco-Nevada options(2)

 

2,126,228

 

Issuable upon exercise of special warrant(3)

 

2,000,000

 

Issuable upon vesting of Franco-Nevada RSUs

 

141,863

 

Diluted common shares

 

167,624,802

 

 


Notes:

(1)        The warrants have an exercise price of C$75.00 per share and an expiry date of June 16, 2017.

(2)        There were 2,126,228 stock options under our share compensation plan outstanding to directors, officers, employees and others with exercise prices ranging from C$15.20 to C$59.52 per share.

(3)        In connection with the transaction with Taseko Mines Limited, one special warrant was granted to Taseko which will be exchangeable into 2,000,000 purchase share warrants once Taseko’s New Prosperity project gets fully permitted and financed. Each purchase share warrant will entitle Taseko to purchase one Franco-Nevada common share at a price of C$75.00 per share before June 16, 2017. New Prosperity’s most recent permit application was denied earlier in 2014.

 

Franco-Nevada has not issued any preferred shares.

 

37



 

 

Risk Factors

 

The following discussion pertains to the outlook and conditions currently known to management which could have a material impact on the financial condition and results of operations.  This discussion, by its nature, is not all-inclusive.  It is not a guarantee that other factors will or will not affect Franco-Nevada in the future.  For additional information with respect to risks and uncertainties, please also refer to the “Risk Factors” section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com and our most recent Form 40-F filed with the Securities and Exchange Commission on EDGAR at www.sec.gov.

 

Fluctuation in Commodity Prices

 

Commodity prices have fluctuated widely in recent years.  The marketability and price of metals, minerals and oil & gas on properties for which we hold interests will be influenced by numerous factors beyond our control and which may have a material and adverse effect on our profitability, results of operations and financial condition.

 

Significance of Candelaria, Weyburn Unit and Palmarejo

 

The Candelaria gold and silver stream, the Weyburn Unit and, while the minimum obligation remains outstanding, the Palmarejo gold stream, are expected to be significant revenue-producers to Franco-Nevada.  As a result, any adverse issues associated with financial viability, production and/or the recoverability of reserves from these operations and the associated portions over which we have a stream and/or royalty interests, could have material and adverse effects on our profitability, results of operations and financial condition. The existing minimum royalty under the Palmarejo gold stream to deliver 50,000 ounces per annum, payable monthly, is projected to reach its 400,000 ounce cap sometime in 2016.

 

Foreign Currency Fluctuations

 

Franco-Nevada’s royalty/stream interests are subject to foreign currency fluctuations and inflationary pressures, which may have a material and adverse effect on our profitability, results of operations and financial condition.  There can be no assurance that the steps taken by management to address variations in foreign exchange rates will eliminate the risk of all adverse effects and, accordingly, we may suffer losses due to foreign currency rate fluctuations.

 

Franco-Nevada operates on an international basis and, therefore, foreign exchange risk and foreign currency translation risk exposures arise from the translation of transactions denominated in a foreign currency. During the first six months of 2015, the foreign exchange risk for its Canadian, Australian and Mexican operations arose primarily with respect to the U.S. dollar.

 

38



 

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining Franco-Nevada’s internal control over financial reporting and other financial disclosure and our disclosure controls and procedures.

 

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.  Franco-Nevada’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Franco-Nevada; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Franco-Nevada are being made only in accordance with authorizations of management and directors of Franco-Nevada; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Franco-Nevada’s assets that could have a material effect on Franco-Nevada’s financial statements. Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A, fairly represents in all material respects the financial condition, results of operations and cash flows of Franco-Nevada for the periods presented in this MD&A.

 

Franco-Nevada’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to Franco-Nevada, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this report is prepared and that information required to be disclosed by Franco-Nevada in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

 

Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may change.

 

For the three and six months ended June 30, 2015, there has been no change in Franco-Nevada’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Franco-Nevada’s internal control over financial reporting.

 

39



 

Non-IFRS Financial Measures

 

Adjusted EBITDA and Adjusted EBITDA per share

 

Adjusted EBITDA and Adjusted EBITDA per share are non-IFRS financial measures, which exclude the following from net income and earnings per share (“EPS”):

 

·                  Income tax expense/recovery;

·                  Finance expenses;

·                  Finance income;

·                  Foreign exchange gains/losses and other income/expenses;

·                  Gains/losses on the sale of investments;

·                  Impairment charges related to royalty, stream and working interests and investments;

·                  Depletion and depreciation; and

·                  Non-cash costs of sales.

 

Management uses Adjusted EBITDA and Adjusted EBITDA per share to evaluate the underlying operating performance of the Company as a whole for the reporting periods presented, and to assist with the planning and forecasting of future operating results. Management believes that Adjusted EBITDA and Adjusted EBITDA per share allow investors and analysts to better evaluate the results of the underlying business of the Company. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted EBITDA and Adjusted EBITDA per share are useful measures of the Company’s performance because foreign exchange, gains/losses on sale of investments and impairment charges do not reflect the underlying operating performance of our business and are not necessarily indicative of future operating results. Adjusted EBITDA and Adjusted EBITDA per share are intended to provide additional information to investors and analysts, do not have any standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

40



 

Reconciliation of Net Income to Adjusted EBITDA:

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

(expressed in millions, except per share amounts)

 

2015

 

2014

 

2015

 

2014

 

Net Income (Loss)

 

$

21.6

 

$

36.9

 

$

40.8

 

$

72.3

 

Income tax expense

 

11.3

 

12.7

 

20.3

 

27.1

 

Finance costs

 

0.5

 

0.4

 

0.9

 

0.8

 

Finance income

 

(1.1

)

(1.1

)

(1.9

)

(1.8

)

Depletion and depreciation

 

49.1

 

39.6

 

100.8

 

75.7

 

Non-cash costs of sales

 

2.2

 

 

3.3

 

 

Impairment of royalty, stream and working interests

 

 

 

0.1

 

 

Foreign exchange (gains)/losses and other (income)/expenses

 

(1.4

)

(1.3

)

1.2

 

(2.1

)

Adjusted EBITDA

 

$

82.2

 

$

87.2

 

$

165.5

 

$

172.0

 

Basic Weighted Average Shares Outstanding

 

156.7

 

147.3

 

156.7

 

147.3

 

Basic EPS

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Income tax expense

 

0.07

 

0.09

 

0.13

 

0.18

 

Finance costs

 

 

 

0.01

 

0.01

 

Finance income

 

 

(0.01

)

(0.01

)

(0.01

)

Depletion and depreciation

 

0.31

 

0.27

 

0.64

 

0.51

 

Non-cash costs of sales

 

0.01

 

 

0.02

 

 

Foreign exchange (gains)/losses and other (income)/expenses

 

 

(0.01

)

0.01

 

(0.01

)

Adjusted EBITDA per share

 

$

0.53

 

$

0.59

 

$

1.06

 

$

1.17

 

 

Margin

 

Margin is a non-IFRS financial measure which is defined by the Company as Adjusted EBITDA divided by revenue. Management uses Margin to evaluate the performance of the Company’s portfolio and we believe Margin provides a meaningful measure for investors and analysts to evaluate our overall ability to generate cash flow from our royalty, stream and working interests. Margin is intended to provide additional information, does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for a measure of performance in accordance with IFRS.

 

Reconciliation of Net Income to Margin:

 

(expressed in millions, except per share amounts

 

Three months ended
June 30,

 

Six months ended
June 30,

 

and Margin)

 

2015

 

2014

 

2015

 

2014

 

Net Income (Loss)

 

$

21.6

 

$

36.9

 

$

40.8

 

$

72.3

 

Income tax expense

 

11.3

 

12.7

 

20.3

 

27.1

 

Finance costs

 

0.5

 

0.4

 

0.9

 

0.8

 

Finance income

 

(1.1

)

(1.1

)

(1.9

)

(1.8

)

Depletion and depreciation

 

49.1

 

39.6

 

100.8

 

75.7

 

Non-cash costs of sales

 

2.2

 

 

3.3

 

 

Impairment of royalty, stream and working interests

 

 

 

0.1

 

 

Foreign exchange (gains)/losses and other (income)/expenses

 

(1.4

)

(1.3

)

1.2

 

(2.1

)

Adjusted EBITDA

 

$

82.2

 

$

87.2

 

$

165.5

 

$

172.0

 

Revenue

 

109.4

 

107.7

 

218.6

 

211.8

 

Margin

 

75.1

%

81.0

%

75.9

%

81.2

%

 

41



 

Adjusted Net Income and Adjusted Net Income per share

 

Adjusted Net Income and Adjusted Net Income per share are non-IFRS financial measures, which exclude the following from net income and EPS:

 

·                  Foreign exchange gains/losses and other income/expenses;

·                  Gains/losses on the sale of investments;

·                  Impairment charges related to royalty, stream and working interests and investments;

·                  Unusual non-recurring items; and

·                  Impact of income taxes on these items.

 

Management uses Adjusted Net Income and Adjusted Net Income per share to evaluate the underlying operating performance of the Company as a whole for the reporting periods presented, and to assist with the planning and forecasting of future operating results. Management believes that Adjusted Net Income and Adjusted Net Income per share allow investors and analysts to better evaluate the results of the underlying business of the Company. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted Net Income and Adjusted Net Income per share are useful measures of the Company’s performance because foreign exchange, gains/losses on sale of investments and impairment charges do not reflect the underlying operating performance of our business and are not necessarily indicative of future operating results. Adjusted Net Income and Adjusted Net Income per share are intended to provide additional information to investors and analysts, do not have any standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

Reconciliation of Net Income to Adjusted Net Income:

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

(expressed in millions, except per share amounts)

 

2015

 

2014

 

2015

 

2014

 

Net Income (Loss)

 

$

21.6

 

$

36.9

 

$

40.8

 

$

72.3

 

Foreign exchange (gains)/losses and other (Income)/expenses, net of income tax1

 

(0.4

)

(0.6

)

2.7

 

 

Mark-to-market changes on derivatives, net of income tax2

 

0.1

 

(0.3

)

0.2

 

(2.0

)

Gain on sale of investments, net of income tax3

 

(0.6

)

 

(0.6

)

 

Valuation allowance

 

 

 

0.9

 

 

Indexation tax adjustment

 

 

 

(0.4

)

 

Impact of tax rate increase

 

2.2

 

 

2.2

 

 

Adjusted Net Income

 

$

22.9

 

$

36.0

 

$

45.8

 

$

70.3

 

Basic Weighted Average Shares Outstanding

 

156.7

 

147.3

 

156.7

 

147.3

 

Basic EPS

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Foreign exchange(gains)/losses and other (income)/expenses, net of income tax

 

 

 

0.02

 

 

Mark-to-market changes on derivatives, net of income tax

 

 

(0.01

)

 

(0.01

)

Gain on sale of investments, net of income tax

 

(0.01

)

 

(0.01

)

 

Valuation allowance

 

 

 

0.01

 

 

Impact of tax rate increase

 

0.02

 

 

0.02

 

 

Adjusted Net Income per share

 

$

0.15

 

$

0.24

 

$

0.30

 

$

0.48

 

 


1 Income tax impact on foreign exchange (gains)/losses was $0.3 million (2014 - $0.2 million) and $0.9 million (2014 - $Nil).

Income tax impact on mark-to-market changes was $Nil (2014 - $Nil) and $Nil (2014 - $0.3 million).

3 Income tax impact on the gain on sale of investments was $0.3 million (2014 - $Nil) and $0.3 million (2014 - $Nil).

 

42



 

Cautionary Statement on Forward Looking Information

 

This MD&A contains “forward looking information” and “forward looking statements” within the meaning of applicable Canadian securities laws and the U.S. Private Securities Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to future events or future performance, management’s expectations regarding Franco-Nevada’s growth, results of operations, estimated future revenues, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities. In addition, statements (including data in tables) relating to reserves and resources and gold equivalent ounces are forward looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Such forward looking statements reflect management’s current beliefs and are based on information currently available to management. Often, but not always, forward looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. A number of factors could cause actual events or results to differ materially from any forward looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron-ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not the Company is determined to have PFIC status; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; and the integration of acquired assets.  The forward looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation

 

43



 

of the properties in which Franco-Nevada holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company’s ongoing income and assets relating to determination of our PFIC status; no material changes to existing tax treatment; no adverse development in respect of any significant property in which Franco-Nevada holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and investors are cautioned that forward looking statements are not guarantees of future performance. Franco-Nevada cannot assure investors that actual results will be consistent with these forward looking statements. Accordingly, investors should not place undue reliance on forward looking statements due to the inherent uncertainty therein.  For additional information with respect to risks, uncertainties and assumptions, please refer to the “Risk Factors” section of this MD&A as well as Franco-Nevada’s most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and contained in Franco-Nevada’s Form 40-F filed with the SEC on www.sec.gov.  The forward looking statements herein are made as of the date of this MD&A only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

 

44


Exhibit 99.3

 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited, in millions of U.S. dollars)

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents (Notes 4 & 8)

 

$

610.8

 

$

592.5

 

Receivables (Note 8)

 

51.2

 

72.1

 

Prepaid expenses and other (Note 6)

 

50.6

 

34.3

 

Current assets

 

712.6

 

698.9

 

 

 

 

 

 

 

Royalty, stream and working interests, net

 

2,508.5

 

2,636.9

 

Investments (Notes 5 & 8)

 

109.8

 

67.1

 

Deferred income tax assets

 

14.4

 

13.9

 

Other (Note 7)

 

46.1

 

50.1

 

 

 

 

 

 

 

Total assets

 

$

3,391.4

 

$

3,466.9

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

21.9

 

$

17.7

 

Current income tax liabilities

 

2.4

 

3.4

 

Current liabilities

 

24.3

 

21.1

 

 

 

 

 

 

 

Deferred income tax liabilities

 

44.2

 

40.3

 

Total liabilities

 

68.5

 

61.4

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (Note 13)

 

 

 

 

 

Common shares

 

3,674.4

 

3,656.6

 

Contributed surplus

 

47.7

 

45.5

 

Deficit

 

(220.6

)

(197.8

)

Accumulated other comprehensive loss

 

(178.6

)

(98.8

)

Total shareholders’ equity

 

3,322.9

 

3,405.5

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

3,391.4

 

$

3,466.9

 

 

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

 

1



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions of U.S. dollars, except per share amounts)

 

 

 

For the three months ended June 30,

 

For the six months ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Revenue (Note 9)

 

$

109.4

 

$

107.7

 

$

218.6

 

$

211.8

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Costs of sales (Note 10)

 

24.0

 

15.2

 

46.4

 

29.8

 

Depletion and depreciation

 

49.1

 

39.6

 

100.8

 

75.7

 

Impairment of royalty, stream and working interests

 

 

 

0.1

 

 

Corporate administration (Notes 11 & 13(c))

 

4.1

 

4.5

 

8.2

 

8.7

 

Business development

 

1.3

 

0.8

 

1.8

 

1.3

 

 

 

78.5

 

60.1

 

157.3

 

115.5

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

30.9

 

47.6

 

61.3

 

96.3

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss) and other income (expenses) (Note 5)

 

1.4

 

1.3

 

(1.2

)

2.1

 

Income before finance items and income taxes

 

32.3

 

48.9

 

60.1

 

98.4

 

 

 

 

 

 

 

 

 

 

 

Finance items

 

 

 

 

 

 

 

 

 

Finance income

 

1.1

 

1.1

 

1.9

 

1.8

 

Finance expenses

 

(0.5

)

(0.4

)

(0.9

)

(0.8

)

Net income before income taxes

 

32.9

 

$

49.6

 

61.1

 

99.4

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (Note 12)

 

11.3

 

12.7

 

20.3

 

27.1

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

21.6

 

$

36.9

 

$

40.8

 

$

72.3

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit and loss:

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) in the market value of available-for-sale investments, net of income tax expense of $0.4, (2014 - $1.2), income tax recovery of $0.7 (2014 -income tax expense of $2.1) (Note 5)

 

2.3

 

6.2

 

(4.4

)

12.1

 

Realized change in market value of available-for-sale investments (Note 5)

 

(0.9

)

 

(0.9

)

 

Currency translation adjustment

 

14.7

 

39.0

 

(74.5

)

0.9

 

Other comprehensive income (loss)

 

16.1

 

45.2

 

(79.8

)

13.0

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss)

 

$

37.7

 

$

82.1

 

$

(39.0

)

$

85.3

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (Note 14)

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

Diluted earnings per share (Note 14)

 

$

0.14

 

$

0.25

 

$

0.26

 

$

0.49

 

 

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

 

2



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions of U.S. dollars)

 

 

 

For the six months ended June 30,

 

 

 

2015

 

2014

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

40.8

 

$

72.3

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depletion and depreciation

 

100.8

 

75.7

 

Non-cash costs of sales (Note 10)

 

3.3

 

 

Other non-cash items

 

0.2

 

0.2

 

Gain on sale of investments (Note 5)

 

(0.9

)

 

Deferred income tax expense (Note 12)

 

6.9

 

9.6

 

Share-based payments (Note 13(c))

 

2.7

 

2.5

 

Unrealized foreign exchange loss

 

1.8

 

 

Mark-to-market on warrants (Note 5)

 

0.3

 

(2.3

)

 

 

155.9

 

158.0

 

Changes in non-cash assets and liabilities:

 

 

 

 

 

Decrease in receivables

 

20.9

 

4.3

 

Increase in prepaid expenses and other

 

(43.0

)

(45.4

)

Decrease in current liabilities

 

(4.3

)

(3.7

)

Net cash provided by operating activities

 

129.5

 

113.2

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds on sale of investments

 

24.7

 

31.2

 

Acquisition of investments

 

(76.3

)

(26.9

)

Proceeds from the sale of gold bullion

 

26.9

 

53.4

 

Acquisition of interests in mineral properties

 

(20.7

)

(160.0

)

Acquisition of other assets

 

 

(33.8

)

Acquisition of property and equipment

 

 

(0.1

)

Acquisition of oil & gas well equipment

 

(1.5

)

(1.9

)

Net cash used in investing activities

 

(46.9

)

(138.1

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Credit facility amendment costs

 

(1.2

)

(0.7

)

Payment of dividends (Note 13(b))

 

(47.2

)

(45.4

)

Proceeds from exercise of warrants

 

 

1.8

 

Proceeds from exercise of stock options (Note 13(a))

 

0.5

 

0.9

 

Net cash used in financing activities

 

(47.9

)

(43.4

)

Effect of exchange rate changes on cash and cash equivalents

 

(16.4

)

0.4

 

Net change in cash and cash equivalents

 

18.3

 

(67.9

)

Cash and cash equivalents at beginning of period

 

592.5

 

770.0

 

Cash and cash equivalents at end of period

 

$

610.8

 

$

702.1

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Cash paid for interest expense and loan standby fees during the period

 

$

0.7

 

$

0.6

 

Income taxes paid during the period

 

$

20.9

 

$

25.6

 

 

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

 

3



 

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited, in millions of U.S. dollars)

 

 

 

Share capital
(Note 13)

 

Contributed
Surplus

 

Accumulated
other
comprehensive
income (loss)

 

Deficit

 

Total Equity

 

Balance at January 1, 2015

 

$

3,656.6

 

$

45.5

 

$

(98.8

)

$

(197.8

)

$

3,405.5

 

Net income

 

 

 

 

40.8

 

40.8

 

Other comprehensive loss

 

 

 

(79.8

)

 

(79.8

)

Total comprehensive loss

 

 

 

 

 

 

 

 

 

(39.0

)

Exercise of stock options

 

1.0

 

(0.5

)

 

 

0.5

 

Share-based payments

 

 

2.7

 

 

 

2.7

 

Dividend reinvestment plan

 

16.5

 

 

 

 

16.5

 

Adjustment to finance costs

 

0.3

 

 

 

 

0.3

 

Dividends declared (Note 13)

 

 

 

 

(63.6

)

(63.6

)

Balance at June 30, 2015

 

$

3,674.4

 

$

47.7

 

$

(178.6

)

$

(220.6

)

$

3,322.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2014

 

$

3,133.0

 

$

45.8

 

$

(2.5

)

$

(212.5

)

$

2,963.8

 

Net income

 

 

 

 

72.3

 

72.3

 

Other comprehensive income

 

 

 

13.0

 

 

13.0

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

85.3

 

Exercise of stock options

 

2.0

 

(1.1

)

 

 

0.9

 

Exercise of warrants

 

2.6

 

(0.8

)

 

 

1.8

 

Share-based payments

 

 

2.5

 

 

 

2.5

 

Vesting of restricted share units

 

0.1

 

(0.1

)

 

 

 

Dividend reinvestment plan

 

9.8

 

 

 

 

9.8

 

Dividends declared

 

 

 

 

(29.2

)

(29.2

)

Balance at June 30, 2014

 

$

3,147.5

 

$

46.3

 

$

10.5

 

$

(169.4

)

$

3,034.9

 

 

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

 

4



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

Note 1 — Corporate Information

 

Franco-Nevada Corporation (“Franco-Nevada” or the “Company”) is incorporated under the Canada Business Corporations Act. The Company is a gold-focused royalty and stream company with additional interests in platinum group metals, oil & gas and other resource assets. The majority of revenues are generated from a diversified portfolio of properties in the United States, Canada, Mexico, Chile and Africa. The portfolio includes over 380 assets covering properties at various stages from production to early stage exploration.

 

The Company’s shares are listed on the Toronto Stock Exchange and the New York Stock Exchange and the Company is domiciled in Canada. The Company’s head and registered office is located at 199 Bay Street, Suite 2000, Toronto, Ontario, Canada.

 

Note 2 — Significant accounting policies

 

a)                 Basis of presentation

 

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 “Interim Financial Reporting”.  These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2014 and were prepared using the same accounting policies, method of computation and presentation as were applied in the annual financial statements for the year ended December 31, 2014.  These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on August 10, 2015.

 

The financial information included herein reflects all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year. Seasonality is not considered to have a significant impact over the condensed interim consolidated financial statements. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

 

b)                   New Accounting Standards Issued But Not Yet Effective

 

IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. In July 2015, the IASB confirmed a one-year deferral of this IFRS 15. IFRS 15 now becomes effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively with early adoption permitted.

 

The Company is currency assessing the impact of IFRS 15 on the consolidated financial statements.

 

Note 3 — Transactions

 

(a)         Credit Facility

 

On May 22, 2015, the Company amended its credit facility which increased the amount available to $750.0 million and extended the maturity to May 22, 2020.

 

(b)         Ring of Fire

 

On April 28, 2015, the Company acquired royalty rights in the Ring of Fire mining district of Ontario for $3.5 million and extended a loan in the amount of $25.0 million to Noront Resources Ltd. (“Noront”). Both the royalty and the loan were initially recorded at their respective fair values stated above. The royalty has been accounted for as an asset acquisition in accordance with the accounting policy for royalty interests. The loan, which bears annual interest at 7% and matures on April 28, 2020, is a financial asset recorded in Investments.

 

5



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

(c)          Candelaria

 

The Company made an additional and final $7.5 million payment to Lundin due to an increase in reserves following resolution of certain post-closing items pursuant to the Candelaria stream agreement on July 29, 2015. The amount has been recorded as part of the stream interest and accrued as at June 30, 2015.

 

(d)         Dublin Gulch (Eagle)

 

On January 14, 2015, the Company acquired an existing 1.5% NSR and 2.0% gross royalty on certain claims that comprise the Eagle deposit located in the Yukon, Canada for cash consideration of $7.0 million. The acquisition was accounted for as an asset acquisition.

 

Note 4 - Cash and Cash Equivalents

 

As at June 30, 2015 and December 31, 2014, cash and cash equivalents were primarily held in interest-bearing deposits.

 

 

 

At June 30,
2015

 

At December 31,
2014

 

Cash deposits

 

$

579.6

 

$

569.5

 

Term deposits

 

31.2

 

23.0

 

 

 

$

610.8

 

$

592.5

 

 

Note 5 — Investments

 

 

 

At June 30,
2015

 

At December 31,
2014

 

Non-current investments:

 

 

 

 

 

Equity investments

 

$

84.2

 

$

66.5

 

Warrants

 

0.3

 

0.6

 

Loan

 

25.3

 

 

Total investments

 

$

109.8

 

$

67.1

 

 

Non-current investments

 

These investments comprise: (i) equity interests in various public and non-public entities which the Company acquired through the open market or through transactions; (ii) warrants in various publicly-listed companies; and (iii) a loan receivable from Noront acquired through the Ring of Fire transaction (see Note 3(b) above).

 

Equity investments have been designated as available-for-sale and, as a result, have been recorded at fair value. One equity investment of a non-public entity, having a carrying value of $4.2 million, has been designated as an equity investment held at cost as no reliable estimate of fair value can be determined because there is no publicly available information with which to estimate future cash flows, associated operating costs or capital expenditures and no alternative active market. Management does not intend to dispose of the investment and expects to recover the carrying value through the payment of dividends.

 

The loan receivable has been designated as loans and receivables under IFRS and is carried at amortized cost using the effective interest rate method.

 

As at June 30, 2015, the market value of certain of the equity investments increased compared to their values at March 31, 2015 which resulted in an unrealized gain of $2.3 million (2014 — $6.2 million), net of an income tax expense of $0.4 million (2014 — $1.2 million), in other comprehensive income (loss).  As at June 30, 2015, the market value of certain of the equity investments decreased compared to their values at December 31, 2014 which resulted in an unrealized loss of $4.4 million (2014 — gain of $12.1 million), net of an income tax recovery of $0.7 million (2014 — income tax expense of $2.1 million), in other comprehensive income (loss).

 

During the three months ended June 30, 2015, a loan receivable related to the Ring of Fire transaction (See Note 3(b)) was included in investments. The Company also sold certain available-for-sale investments and reclassified $0.9 million (2014 - $Nil) from other comprehensive income (loss) to net income.  As at June 30,

 

6



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

2015, the market value of the publicly-traded warrants decreased compared to their value at March 31, 2015 and December 31, 2014 and the Company recorded a mark-to-market loss of $0.1 million (2014 — gain of $0.3 million) and $0.3 million (2014 — gain of $2.3 million) in the consolidated statements of income.

 

Note 6 — Prepaid expenses and other

 

Prepaid expenses and other comprise the following:

 

 

 

At June 30,
2015

 

At December 31,
2014

 

Gold bullion

 

$

24.7

 

$

17.6

 

Prepaid gold

 

6.8

 

6.6

 

Prepaid expenses

 

18.7

 

9.8

 

Debt issue costs

 

0.4

 

0.3

 

 

 

$

50.6

 

$

34.3

 

 

Note 7 - Other

 

Other assets comprise the following:

 

 

 

At June 30,
2015

 

At December 31,
2014

 

Prepaid gold

 

$

17.7

 

$

21.2

 

Oil & gas well equipment, net

 

25.9

 

27.0

 

Furniture and fixtures, net

 

0.8

 

0.9

 

Debt issue costs

 

1.7

 

1.0

 

 

 

$

46.1

 

$

50.1

 

 

Note 8 - Fair Value Measurements

 

Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same — to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions (i.e. an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

 

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

 

7



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

Aggregate

 

As at June 30, 2015

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Fair Value

 

Cash and cash equivalents

 

$

610.8

 

$

 

$

 

$

610.8

 

Receivables from provisional gold equivalent sales

 

 

8.2

 

 

8.2

 

Available-for-sale equity investments

 

80.0

 

 

 

80.0

 

Warrants

 

0.3

 

 

 

0.3

 

 

 

$

691.1

 

$

8.2

 

$

 

$

699.3

 

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant
Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

Aggregate

 

As at December 31, 2014

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Fair Value

 

Cash and cash equivalents

 

$

592.5

 

$

 

$

 

$

592.5

 

Receivables from provisional gold equivalent sales

 

 

13.0

 

 

13.0

 

Available-for-sale securities

 

62.0

 

 

 

62.0

 

Warrants

 

0.6

 

 

 

0.6

 

 

 

$

655.1

 

$

13.0

 

$

 

$

668.1

 

 

Fair Values of Financial Assets and Liabilities

 

The fair values of the Company’s remaining financial assets and liabilities which include receivables, loan receivables, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature, historically negligible credit losses, and/or that there have been no significant changes in the creditworthiness of counterparties since the initial recognition of the asset or liability. The fair values of these financial assets and liabilities would be classified as Level 2 within the fair value hierarchy, except for the loan receivable, which would be classified as Level 3.

 

The Company has not offset financial assets with financial liabilities.

 

Assets Measured at Fair Value on a Non-Recurring Basis:

 

As at December 31, 2014

 

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Aggregate
Fair Value

 

Royalty, stream and working interests, net1

 

$

 

$

 

$

172.0

 

$

172.0

 

 


1 Certain royalties, streams and working interests were written down by $31.1 million, which was included in net income for the year ended December 31, 2014, to their fair value less costs of disposal of $172.0 million.

 

8



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

The valuation techniques that are used to measure fair value are as follows:

 

a)             Cash and cash equivalents

 

The fair values of cash and cash equivalents, including interest bearing deposits, are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

 

b)             Receivables

 

The fair values of receivables arising from gold and platinum group metal sales contracts that contain provisional pricing mechanisms are determined using the appropriate quoted forward prices from the exchange that is the principal active market for the particular metal. As such, these receivables are classified within Level 2 of the fair value hierarchy.

 

c)              Investments

 

The fair values of publicly-traded investments, including available-for-sale equity investments and warrants, are determined based on a market approach reflecting the closing prices of each particular security at the statement of financial position date. The closing prices are quoted market prices obtained from the exchange that is the principal active market for the particular security, and therefore are classified within Level 1 of the fair value hierarchy.

 

d)             Royalty, stream and working interests

 

The fair values of royalty, stream and working interests are determined primarily using a market approach using unobservable discounted future cash-flows and net asset value multiples. As a result, the fair values are classified within Level 3 of the fair value hierarchy.

 

Note 9 — Revenue

 

Revenue is comprised of the following:

 

 

 

For the three months ended
June 30,

 

For the six months ended
June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Mineral royalties

 

$

33.1

 

$

41.1

 

$

69.2

 

$

83.9

 

Mineral streams

 

63.1

 

42.9

 

129.1

 

85.5

 

Sale of prepaid gold

 

2.9

 

 

4.5

 

 

Oil & gas interests

 

10.3

 

23.7

 

15.8

 

42.4

 

Total

 

$

109.4

 

$

107.7

 

$

218.6

 

$

211.8

 

 

Note 10 — Costs of sales

 

Costs of sales comprise:

 

 

 

For the three months ended
June 30,

 

For the six months ended
June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Per ounce cost of stream sales

 

$

20.0

 

$

12.7

 

$

40.2

 

$

25.0

 

Cost of prepaid ounces

 

2.2

 

 

3.3

 

 

Oil & gas operating costs

 

1.3

 

2.0

 

1.8

 

3.5

 

Mineral production taxes

 

0.5

 

0.5

 

1.1

 

1.3

 

Total

 

$

24.0

 

$

15.2

 

$

46.4

 

$

29.8

 

 

9



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

Note 11 — Related party disclosures

 

Key management personnel include the Board of Directors and executive management team. Compensation for key management personnel of the Company was as follows:

 

 

 

For the three months ended
June 30,

 

For the six months ended
June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Short-term benefits(1)

 

$

0.9

 

$

0.8

 

$

1.7

 

$

1.6

 

Share-based payments(2)

 

0.8

 

1.2

 

1.8

 

2.3

 

Total

 

$

1.7

 

$

2.0

 

$

3.5

 

$

3.9

 

 


(1)             Includes salary, benefits and short-term accrued incentives/other bonuses earned in the period.

(2)             Represents the expense of stock options, restricted share units earned and mark-to-market charges on deferred share units during the period.

 

Note 12 - Income taxes

 

 

 

For the three months ended
June 30,

 

For the six months ended
June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Current income tax expense

 

$

6.1

 

$

8.7

 

$

13.4

 

$

17.5

 

Deferred income tax expense

 

5.2

 

4.0

 

6.9

 

9.6

 

Total

 

$

11.3

 

$

12.7

 

$

20.3

 

$

27.1

 

 

Note 13 - Shareholders’ equity

 

a)             Common shares

 

The Company’s authorized capital stock includes an unlimited number of common shares (issued 156,845,942 common shares) having no par value and preferred shares issuable in series (issued nil).

 

During the three and six months ended June 30, 2015, the Company issued 5,000 common shares (2014 — 69,853 common shares) and 29,840 common shares (2014 — 125,269 common shares), respectively, upon the exercise of warrants and stock options and the vesting of restricted share units for proceeds of $0.2 million (2014 - $1.8 million) and $0.5 million (2014 - $2.7 million), respectively. In addition, 190,952 common shares (2014 — 128,103) and 335,893 common shares (2014 — 190,218) were issued pursuant to the terms of the Company’s Dividend Reinvestment Plan (“DRIP”) for the three and six months ended June 30, 2015.

 

b)             Dividends

 

The Company declared dividends in the amount of $32.5 million (2014 - $29.2 million), or $0.21 per share (2014 - $0.20 per share) and $63.6 million (2014 - $29.2 million), or $0.41 per share (2014 - $0.20 per share), in the three and six months ended June 30, 3015, respectively. The Company paid cash dividends in the amount of $23.3 million (2014 - $22.9 million) and $47.2 million (2014 - $45.4 million) and issued common shares pursuant it its DRIP valued at $9.3 million (2014 - $6.9 million) and $16.5 million (2014 - $9.8 million), in the three and six months ended June 30, 2015, respectively.

 

c)              Stock-based payments

 

During the three and six months ended June 30, 2015, an expense of $1.3 million (2014 - $1.3 million) and $2.7 million (2014 - $2.5 million) related to stock options and restricted share units has been included in corporate administration on the consolidated statements of income.

 

10



 

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 and 2014

(Unaudited, expressed in millions of U.S. dollars except share and per share amounts)

 

Note 14 — Earnings per Share (“EPS”)

 

 

 

For the three months ended June 30,

 

 

 

2015

 

2014

 

(expressed in millions except per share amounts)

 

Basic

 

Diluted

 

Basic

 

Diluted

 

Net income

 

$

21.6

 

$

21.6

 

$

36.9

 

$

36.9

 

Weighted average shares outstanding

 

156.7

 

156.7

 

147.3

 

147.3

 

Effect of dilutive securities

 

 

1.1

 

 

1.2

 

 

 

156.7

 

157.8

 

147.3

 

148.5

 

EPS

 

$

0.14

 

$

0.14

 

$

0.25

 

$

0.25

 

 

 

 

For the six months ended June 30,

 

 

 

2015

 

2014

 

(expressed in millions except per share amounts)

 

Basic

 

Diluted

 

Basic

 

Diluted

 

Net income

 

$

40.8

 

$

40.8

 

$

72.3

 

$

72.3

 

Weighted average shares outstanding

 

156.7

 

156.7

 

147.3

 

147.3

 

Effect of dilutive securities

 

 

1.1

 

 

1.1

 

 

 

156.7

 

157.8

 

147.3

 

148.4

 

EPS

 

$

0.26

 

$

0.26

 

$

0.49

 

$

0.49

 

 

As at June 30, 2015, no outstanding stock options (2014 — 273,396) were included and 6,510,769 warrants (2014 — 6,510,769) and 85,147 restricted share units (2014 — 76,407) were excluded from the computation, of diluted EPS due to the exercise prices of the warrants being greater than the weighted average price of the common shares for the three and six months ended June 30, 2015 and due to the performance criteria for the vesting of the RSUs having not been measurable prior to June 30, 2015.

 

11


Exhibit 99.4

 

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, David Harquail, President and Chief Executive Officer of Franco-Nevada Corporation, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended June 30, 2015.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings;

 

(a)         designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)        material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 



 

(ii)     information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2015 and ended on June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: August 10, 2015

 

 

 

 

 

(Signed) David Harquail

 

David Harquail,

 

President and Chief Executive Officer

 

Franco-Nevada Corporation

 

 


Exhibit 99.5

 

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Sandip Rana, Chief Financial Officer of Franco-Nevada Corporation, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended June 30, 2015.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings;

 

(a)         designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)        material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 



 

(ii)     information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2015 and ended on June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: August 10, 2015

 

 

 

 

 

(signed) Sandip Rana

 

Sandip Rana, Chief Financial Officer

 

Franco-Nevada Corporation

 

 


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