2009
Annual Financial Statements for the year ended December 31, 2009
Skylon Growth & Income Trust
Table of Contents Management and Auditors’ Reports . . . . . . . . .
1
SKYLON GROWTH & INCOME TRUST Financial Statements Statement of Investment Portfolio . . . . . . . . . . .
2
Statements of Net Assets . . . . . . . . . . . . . . . . . .
11
Statements of Operations and Retained Earnings (Deficit) . . . . . . . . . . . . . .
12
Statements of Changes in Net Assets . . . . . . . . .
13
Statements of Cash Flows
................
13
Instruments Risks . . . . . . . . . . . . . . . . . . . . .
14
Notes to the Financial Statements . . . . . . . . . . .
19
Trust Information . . . . . . . . . . . . . . . . . . . . . . .
26
Trust Specific Financial
Management and Auditors’ Reports MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying financial statements have been prepared by CI Investments Inc., the Manager of the Skylon Growth & Income Trust (the “Trust”), and approved by the Board of Directors of the Manager. The Trust’s Manager is responsible for the information and representations contained in these financial statements and other sections of this report. CI Investments Inc. maintains appropriate processes to ensure that relevant and reliable financial information is produced. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles and include certain amounts that are based on estimates and judgments. The significant accounting policies which management believes are appropriate for the Trust are described in Note 2 to the financial statements. PricewaterhouseCoopers LLP are the external auditors of the Trust. They have audited the financial statements in accordance with Canadian generally accepted auditing standards to enable them to express to the unitholders their opinion on the financial statements. Their report is set out below.
Toronto, Ontario March 24, 2010
Peter W. Anderson Chief Executive Officer CI Investments Inc.
Douglas J. Jamieson Chief Financial Officer CI Investments Inc.
AUDITORS’ REPORT To the unitholders of Skylon Growth & Income Trust (the “Trust”): We have audited the Statement of Investment Portfolio of the Trust as at December 31, 2009, the Statements of Net Assets as at December 31, 2009 and 2008 and the Statements of Operations and Retained Earnings (Deficit), Changes in Net Assets and Cash Flows for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Trust as at December 31, 2009 and 2008, and the results of its operations, the changes in its net assets and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.
Toronto, Ontario March 24, 2010
Annual Financial Statements as at December 31, 2009
Chartered Accountants, Licensed Public Accountants
1
SKYLON GROWTH & INCOME TRUST Financial Statements Statement of Investment Portfolio (as at December 31, 2009) Number of Shares/ Face Amount
Description
Average Cost ($)
Fair Value ($)
161,306
130,829
Financials (20.5%) 57,470 USD
103,000
71,937
79,314
Allied Properties REIT
168,826
216,562
8,226
Altus Group Income Fund
148,582
97,560
3,400
Artis REIT
44,840
37,910
11,250
Banco Santander Brasil SA
337,887
345,795
11,200
Banco Santander Central Hispano SA
198,713
194,591
57,630
Bank of America Corp.
822,256
912,387
62,600
Bank of America Corp., Preferred
997,721
981,199
Bank of Nova Scotia††
292,463
328,589
Barclays PLC
346,841
296,267
63,300 1,242
Boardwalk REIT
42,141
45,681
1,058
Boston Pizza Royalties Income Fund
13,863
12,802
1,114 11,090 5,148 320,000 107
USD
54,153
65,591
320,000
368,781
1,508
1,500 696,488
10,242
Canadian REIT
209,302
277,661
90,000
CB Richard Ellis Service 11.625% 06/15/2017
99,015
105,020
14,588
Chartwell Seniors Housing REIT
90,905
102,262
13,148
Cominar REIT
175,503
253,493
48,000
Couche-Tard Finance Corp., Callable 7.5% 12/15/2013
61,772
51,343
Davis & Henderson Income Fund
65,263
60,768 58,758
55,000
Canadian Apartment Properties REIT
78,533 258,841
646,043
DuPont Fabros Technology LP 8.5% 12/15/2017
58,846
1,800
FBR Capital Markets Corp.
11,317
11,656
3,861
First Capital Realty Inc.
65,989
83,050
225,017
208,032
First Capital Realty Inc., 144A 5.5% 09/30/2017
30,000
Ford Motor Credit Co. 8.7% 10/01/2014
31,567
15,337
32,972
Genworth MI Canada Inc.
290,111
413,332
8,300
Great-West Lifeco Inc.
137,987
222,606
5,160
H&R REIT
88,615
79,464
20,970
Hosted Data Transaction Solutions Inc.
53,740
9,856
15,450
HSBC Holdings PLC
135,168
186,041
18,100
ING Groep NV
178,354
187,949
11,112
Intact Financial Corp.
299,832
409,811
810
Invesco Mortgage Capital Inc.
18,841
19,346
140,521
167,653 146,359
11,991
JPMorgan Chase & Co
10,290
Kimco Realty Corp.
143,025
KKR Private Equity Investors LP
246,529
79,059
23,414
25,720
8,900 USD
23,000
Lender Processing Services Inc. 8.125% 07/01/2016
10,890
Lincoln National Corp.
356,275
284,829
USD
500,000
Lincoln National Corp., Callable 7% 05/17/2066
394,253
436,268
Livingston International Income Fund
107,294
66,479
1,732,885
1,715,384
7,020 88,880
2
Brookfield Properties Corp. (USD) Calloway REIT 10.25% 04/14/2014
60,602 225,736
Canadian Imperial Bank of Commerce
220,000 USD
Boston Properties REIT Brookfield Asset Management Inc., Class A
10,250
3,600 USD
Ace Cash Express Inc. 10.25% 10/01/2014
24,100
6,680
USD
Aberdeen Asset Management PLC
Manulife Financial Corp.
††CI Investments Inc., the Manager, is a corporation controlled by CI Financial Corp. Bank of Nova Scotia has a significant interest in CI Financial Corp. Investments in Bank of Nova Scotia are identified above. Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Average Cost ($)
Fair Value ($)
Morgan Stanley, FRN 0.65143% 02/23/2012
165,180
207,587
National Bank of Greece SA, ADR
193,768
159,381
Description Financials (20.5%) cont’d
215,000 29,100 USD
300,000
National Money Mart Co. 10.375% 12/15/2016
313,298
322,470
USD
100,000
NII Capital Corp. 10% 08/15/2016
106,266
110,118
USD
74,000 3,400
Nuveen Investments Inc., Senior Notes 5% 09/15/2010
66,455
77,014
Power Corp. of Canada
89,497
99,008
2,520
Primaris Retail REIT
9,680
Principal Financial Group Inc.
16,910
Prudential PLC
12,481
RioCan REIT
1,000,000 15,700
18,072
40,648
195,331
244,633
92,366
182,277
213,545
247,623
RioCan REIT 4.7% 06/15/2012
997,700
1,015,749
Royal Bank of Canada
876,575
884,852
SLM Corp. 4.5% 07/26/2010
274,895
260,824 81,041
USD
249,000
USD
87,000
SLM Corp. 4.625% 06/15/2011
74,678
USD
65,000
SLM Corp. 5.125% 08/27/2012
50,077
64,058
18,800
Sun Life Financial Inc.
540,709
567,196
USD
50,000 4,400 25,610 1,326
USD
USD
Terra Capital Inc. 7.75% 11/01/2019 TMX Group Inc. Toronto-Dominion Bank Unibail
67,000
Virgin Media Finance PLC 9.5% 08/15/2016
21,690
50,604
56,242
129,400
145,684
1,532,182
1,688,723
247,783
306,511
71,698
75,628
Wells Fargo & Co.
572,635
614,274
32,945
Westfield Group
364,571
388,869
20,000
Wind Acquisition Holdings Finance SpA 12.25% 07/15/2017
20,661
20,710
17,654,704
18,705,511
Energy (18.5%) 1,866
AltaGas Income Trust
5,100
Apache Corp.
11,520 556,000 50,000 6,480 USD
ARC Energy Trust
216,214
229,709
559,752
589,360
Baytex Energy Trust 9.15% 08/26/2016 Bonavista Energy Trust
80,000
Calfrac Holdings LP 7.75% 02/15/2015 Canadian Natural Resources Ltd.
14,580
Canadian Oil Sands Trust
USD
40,000
Comstock Resources Inc. 8.375% 10/15/2017
USD
350,000 47,000
USD
342,091
Connacher Oil and Gas Ltd. 10.25% 12/15/2015 Continental Resources Inc. 8.25% 10/01/2019 Corral Finans AB, FRN 144A 1.78438% 04/15/2010
50,000
53,045
152,528
144,310
81,589
81,577
1,624,340
1,928,072
450,974
434,338
41,780
42,996
340,772
336,662
50,811
51,879
382,064
310,257 152,672
3,870
Crescent Point Energy Corp.
57,968
1,545
Enbridge Energy Partners LP
61,998
87,105
15,710
Cenovus Energy Inc.
466,443
415,844
22,410
EnCana Corp.
733,942
763,060
Enerplus Resources Fund
138,428
87,483
Fort Chicago Energy Partners LP
168,954
158,523
Gibson Energy ULC 11.75% 05/27/2014
259,081
266,901
3,630 15,900 USD
35,025 553,132
Athabasca Oil Sands Corp. 13% 07/30/2011^
25,480
USD
36,171 533,325
234,000
^Denotes illiquid securities. Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
3
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Average Cost ($)
Fair Value ($)
Halliburton Co
506,459
507,842
Imperial Oil Ltd.
275,385
296,047
Inter Pipeline Fund LP
297,521
365,616
Description Energy (18.5%) cont’d
16,060 7,290 33,822 6 19,026 5,590 USD
604,000
USD
88,000 9,450 23,800 2,570
USD
339,000 8,280
146
465,403
478,314
Occidental Petroleum Corp.
415,660
477,581
OPTI Canada Inc., Callable (USD) 8.25% 12/15/2014
677,183
523,043
Pacific Rubiales Energy Corp. 8.75% 11/10/2016
92,941
97,135
Pembina Pipeline Income Fund
147,739
165,092
Petrohawk Energy Corp.
605,573
600,223
Progress Energy Resources Corp. Sabine Pass LNG LP 7.5% 11/30/2016
36,237
334,570
296,681
193,493
178,526 2,724,319
103,680
Talisman Energy Inc.
1,707,624
2,026,944
384,000
Targa Resources Inc. 8.5% 11/01/2013
441,438
419,827
TransCanada Corp.
390,979
455,490
243,513
Spectra Energy Corp.
39,982
2,422,484
12,600 USD
142
Nexen Inc.
Suncor Energy Inc.
73,412 USD
Keyera Facilities Income Fund
Transmeridian Exploration Inc., Callable 12% 12/15/2010
237,060
12,800
2,790
Transocean Ltd.
186,957
242,675
7,441
Vermilion Energy Trust
162,504
241,088
16,008,231
16,867,576
Telecommunication Services (8.8%) 15,480
AT&T Inc.
54,090
BCE Inc.
5,850
435,602
456,141
1,543,254
1,565,906
Bell Aliant Regional Communications Income Fund
158,974
163,508
USD
86,000
Digicel Group Ltd. 12% 04/01/2014
101,103
100,352
USD
34,000
Digicel Group Ltd. 8.25% 09/01/2017
24,791
France Telecom SA
USD USD
Inmarsat Finance PLC 7.375% 12/01/2017
10,480
10,749
Intelsat Bermuda Ltd. 11.25% 06/15/2016
650,087
590,610
1,293,034
1,192,670
252,177
245,874
35,698 USD
39,000
USD
167,000 15,000 1,120,000 100,000 37,400
USD
650,097
10,000
231,000
USD
34,849
667,292
519,000
USD
USD
35,405
200,000
Manitoba Telecom Services Inc. MetroPCS Wireless Inc. 9.25% 11/01/2014 NII Holdings Inc. 3.125% 06/15/2012 Qwest Capital Funding Inc. 7.25% 02/15/2011 Qwest Corp. 8.375% 05/01/2016 Rogers Wireless Inc. 7.625% 12/15/2011 Sprint Nextel Corp. 8.375% 08/15/2017 TELUS Corp., Non-Voting Shares Wind Acquisition Finance SA 11.75% 07/15/2017
35,501
37,616
168,520
178,192
17,172
16,912
1,127,500
1,225,516
107,314
107,227
1,411,597
1,221,110
236,210
229,698
8,251,222
8,027,027
Industrials (8.6%) 21,155
Abertis Infraestructuras SA
460,427
500,469
11,970
Atlantia SpA
300,556
328,752
BAE Systems PLC
136,238
99,281
BE Aerospace Inc.
12,967
12,729
320,311
381,284
16,356 517 79,600
4
Bombardier Inc., Class B, Sub-Voting Shares
Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Description
Average Cost ($)
Fair Value ($)
Industrials (8.6%) cont’d
USD
7,200
BR Malls Participacoes SA
91,336
93,190
4,950
Canadian National Railway Co.
253,663
282,892
12,600
Ferrovial SA
158,433
155,772
13,860
Finning International Inc.
244,098
229,937
Flextronics International Ltd. 6.5% 05/15/2013
253,469
249,769
FTI Consulting Inc.
352,674
323,241
237,000 6,520
USD
25,000
USD
120,000
General Maritime Corp. 12% 11/15/2017 Geokinetics Holdings Inc. 9.75% 12/15/2014
26,210
27,365
125,469
123,942
4,698
IESI-BFC Ltd.
110,257
78,785
7,200
Ingersoll-Rand PLC
166,319
270,516
124,000
Iron Mountain Inc. 7.5% 03/15/2017
122,583
121,541
283,000
Jabil Circuit Inc. 8.25% 03/15/2018
289,388
318,329
196,000
K Hovnanian Enterprises 10.625% 10/15/2016
205,582
215,317
USD
390,000
Kansas City Southern de Mexico 9.375% 05/01/2012
413,111
425,361
USD
45,000
USD USD
USD
Kansas City Southern de Mexico SA de CV 12.5% 04/01/2016
52,372
54,402
175,658
Macquarie Airports
472,302
481,028
117,900
Macquarie Infrastructure Group
228,859
148,071
100,000
Navios Maritime Holdings/Finance US Inc. 8.875% 11/01/2017
103,321
109,198
2,615
Schneider Electric SA
221,704
320,652
5,310
SNC-Lavalin Group Inc.
72,000 500 9,540
225,028
286,315
Superior Plus Corp. 8.25% 10/27/2016
72,000
73,642
TransDigm Group Inc.
25,282
24,962
519,390
640,246
Union Pacific Corp.
USD
271,000
United Rentals North America Inc. 6.5% 02/15/2012
303,042
284,176
USD
575,417
US Oncology Holdings Inc., FRN 6.4275% 03/15/2012
605,374
565,587
12,960
Weir Group PLC
112,617
157,974
10,260
WestJet Airlines Ltd.
114,912
126,608
WW Grainger Inc.
240,827
293,162
7,340,121
7,804,495
384,629
182,934
2,880
Consumer Discretionary (8.4%) USD
323,000
USD
20,000
Baker & Taylor Inc. 11.5% 07/01/2013 Belo Corp. 8% 11/15/2016
20,588
21,603
USD
60,000
Blockbuster Inc. 11.75% 10/01/2014
61,056
59,921
USD
50,000
32,164
29,961
4,320
BorgWarner Inc.
Blockbuster Inc. 9% 09/01/2012
138,757
150,865
8,550
Bridgestone Corp.
147,617
157,013
1,890
Cineplex Galaxy Income Fund
3,870
30,873
34,436
DaimlerChrysler AG, Registered Shares
189,199
216,071 150,762
USD
154,000
Dollar General Corp. 2.875% 06/30/2027
100,707
USD
196,000
Dollarama Group LP, FRN 6.70575% 08/15/2012
224,563
237,918
USD
222,000
Foot Locker Inc. 8.5% 01/15/2022
251,694
220,541
USD
67,000
Goodyear Tire & Rubber Co. 10.5% 05/15/2016
76,747
77,829
USD
67,000
Great Canadian Gaming Corp. 7.25% 02/15/2015
76,584
67,704
USD
228,000
H&E Equipment Services Inc. 8.375% 07/15/2016
283,646
239,984
USD
10,000 6,390
USD
106,000
Hanesbrands Inc. 8% 12/15/2016
10,409
10,710
Honda Motor Co., Ltd.
216,149
224,445
Host Hotels & Resorts Inc. 2.625% 04/15/2027
102,214
104,468
Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
5
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Description
Average Cost ($)
Fair Value ($)
131,504
144,272
Consumer Discretionary (8.4%) cont’d 5,040
Johnson Controls Inc.
USD
100,000
Lions Gate Entertainment Inc., Senior Secured Notes 10.25% 11/01/2016
98,864
USD
452,000
104,205
MGM Mirage Inc. 5.875% 02/27/2014
413,557
380,725
USD USD
171,000
MGM Mirage Inc. 7.5% 06/01/2016
188,485
140,216
206,000
MGM Mirage Inc. 8.5% 09/15/2010
249,507
USD
40,000
215,474
USD
225,000
Mohegan Tribal Gaming Authority 6.125% 02/15/2013
USD
393,000
Neiman Marcus Group Inc. 10.375% 10/15/2015
460,341
404,878
USD
129,000
Newell Rubbermaid Inc. 10.6% 04/15/2019
160,653
170,591
Rogers Communications Inc., Class B
876,365
1,005,127
RONA Inc.
176,601
139,827
30,870 9,062 USD
30,000
USD
161,000
USD
20,000 679,000
USD
Mohegan Tribal Gaming Authority 11.5% 11/01/2017
Salem Communications Corp 9.625% 12/15/2016 Scientific Games Corp. 7.875% 06/15/2016 Scientific Games International Inc. 9.25% 06/15/2019 Shaw Communications Inc. 7.5% 11/20/2013
75,000
Starwood Hotels & Resort Worldwide Inc. 7.15% 12/01/2019
37,377
Tesco PLC
40,235
42,891
204,237
189,520
31,474
33,035
163,048
170,097
21,666
22,076
720,525
767,369
77,987
78,548
273,846
271,138
USD
110,000
UPC Germany GmbH 8.125% 12/01/2017
114,852
116,938
USD
268,000
Wynn Las Vegas LLC 6.625% 12/01/2014
248,958
272,226
155,700
Yellow Pages Income Fund
898,103
834,552
7,898,404
7,690,870
Agrium Inc.
201,345
273,723
97,000
Ashland Inc. 9.125% 06/01/2017
109,781
111,913
20,520
Barrick Gold Corp.
784,639
849,528
Materials (8.4%) 4,230 USD
BHP Billiton PLC
189,052
253,175
10,062
7,470
Cameco Corp.
337,818
340,196 79,667
80,000
Cascades Inc. 7.75% 12/15/2016
78,936
USD
80,000
Cascades Inc. 7.75% 12/15/2017
83,805
84,941
USD
279,000
FMG Finance Pty. Ltd. 10.625% 09/01/2016
355,427
324,461
USD
330,000
FMG Finance Pty. Ltd. 10% 09/01/2013
418,626
360,788
USD
110,000
FMG Finance Pty. Ltd. 4.25563% 09/01/2011
122,736
112,168
USD
520,000
Freeport-McMoRan Copper & Gold Inc. 8.25% 04/01/2015
576,981
595,848
Goldcorp Inc.
567,753
609,736
USD
238,000
Huntsman International LLC 5.5% 06/30/2016
212,242
222,050
Inmet Mining Corp.
125,134
205,934
14,760 3,240 USD
105,000
Innophos Inc. 8.875% 08/15/2014
119,142
112,037
USD
153,000
James River Coal Co. 9.375% 06/01/2012
155,788
164,862
1,350
Labrador Iron Ore Royalty Income Fund
24,511
58,779
USD
50,000
NOVA Chemicals Ltd. 6.5% 01/15/2012
51,824
52,825
USD
92,000
NOVA Chemicals Ltd. 8.625% 11/01/2019
95,281
98,407
61,830
Paladin Resources Ltd.
309,692
241,755
Potash Corp. of Saskatchewan Inc.
507,267
510,072
Rathgibson Inc. 11.25% 02/15/2014
157,488
12,678
Rio Tinto PLC
339,837
450,940
4,470 USD
134,000 7,830
6
Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Description
Average Cost ($)
Fair Value ($)
Materials (8.4%) cont’d 45,000
Sherritt International Corp. 7.875% 11/26/2012
47,362
46,519
661,000
Sherritt International Corp. 8.25% 10/24/2014
661,000
681,656
USD
211,000
Steel Dynamics Inc., Senior Notes 6.75% 04/01/2015
164,340
219,873
USD
201,000
Teck Resources Ltd. 10.75% 05/15/2019
233,809
252,505
AUD
322,000
Western Areas Ltd. 8% 07/02/2012
269,834
305,125
7,301,450
7,632,161
Health Care (6.9%) USD
150,000
Amylin Pharmaceuticals Inc. 3% 06/15/2014
124,919
122,996
USD
134,000
Apria Healthcare Group Inc. 11.25% 11/01/2014
148,026
154,602
USD
200,000
Apria Healthcare Group Inc. 12.375% 11/01/2014
215,794
231,275
USD
151,000
Axcan Intermediate Holdings Inc. 9.25% 03/01/2015
148,638
171,239
USD
368,000
Biomet Inc. 10% 10/15/2017
368,946
420,226
USD
130,000
Boston Scientific Corp. 6.25% 11/15/2015
120,712
146,229
USD
74,000
Boston Scientific Corp., Senior Notes 6.4% 06/15/2016
10,800
70,152
83,627
CML Healthcare Income Fund
137,724
149,148
997,408
868,829
23,170
Eli Lilly and Co.
USD
70,000
HCA Inc. 8.5% 04/15/2019
USD
134,000
USD
100,000
USD
50,000
USD USD
142,599
148,615
HealthSouth Corp. 10.75% 06/15/2016
114,827
114,323
Inverness Medical Innovations Inc. 9% 05/15/2016
53,876
653,501
632,987
15,400
Merck & Co., Ltd.
590,959
590,907
41,340
Patheon Inc.
323,074
104,590
502,000
Province Healthcare Co. 7.5% 06/01/2013
742,452
507,145
50,000
QHP Royalty Sub LLC 10.25% 03/15/2015
53,303
52,787
478,387
511,954
165,683 9,720 60,000
Roche Holding AG Skilled Healthcare Group Inc. 11% 01/15/2014
203,899
184,189
Smith & Nephew PLC
348,189
440,510
Talecris Biotherapeutics Holdiings
199,045
226,740
Talecris Biotherapeutics Holdings Corp., Senior Unsecured Notes 7.75% 11/15/2016
USD
56,794
Johnson & Johnson
40,770 USD
79,290
HCA Inc., Callable 9.125% 11/15/2014
9,360
2,870 USD
82,451
181,000
United Surgical Partners International Inc. 8.875% 05/01/2017
61,872
64,021
191,570
195,984
6,575,241
6,256,089
Consumer Staples (6.4%) 2,970
Alimentation Couche-Tard Inc., Class B
67,129
61,628
54,924
55,191
USD
50,000
Alliance One International Inc. 10% 07/15/2016
USD
50,000
Alliance One International Inc., 144A 10% 07/15/2016
53,052
55,191
3,578
British American Tobacco PLC
123,910
122,543
5,490
Bunge Ltd.
393,159
368,385
USD
19,000
Constellation Brands Inc. 7.25% 05/15/2017
19,450
20,248
USD
49,000
Cott Beverages Inc. 8.375% 11/15/2017
51,591
53,185
13,924
CVS Corp.
492,212
471,330
10,999
Diageo PLC
210,631
202,367
4,210
Fomento Economico Mexicano SA de CV, ADR
130,361
211,684
2,897
Groupe Danone
238,625
186,706
Ingles Markets Inc. 8.875% 05/15/2017
168,223
169,461
USD
155,000
Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
7
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Description
Average Cost ($)
Fair Value ($)
Consumer Staples (6.4%) cont’d 10,710
USD
Nestle SA, Registered Shares
440,184
545,302
3,780
PepsiCo Inc.
237,760
241,483
5,288
Procter & Gamble Co.
379,865
336,875
9,896
Saputo Inc.
220,202
304,302
6,477
Shoppers Drug Mart Corp.
290,642
293,991
The Mosaic Co. 7.375% 12/01/2014
148,676
142,929
10,890
Unilever NV
346,917
372,675
17,520
Viterra Inc.
161,895
172,747
616,000
Viterra Inc. 8% 04/08/2013
616,000
640,640
396,000
Viterra Inc. 8.5% 08/01/2017
395,673
414,345
127,000
20,070 5,110
Wal-Mart de Mexico SA de CV Wal-Mart Stores Inc.
70,003
93,960
294,604
287,020
5,605,688
5,824,188
Information Technology (5.4%)
USD
14,580
Activision Inc.
186,273
170,285
67,140
Advanced Micro Devices Inc.
401,687
682,516
346,000 19,270
USD
177,000 7,740 450
USD
308,000 21,746 6,480
USD
CEVA Group PLC 10% 09/01/2014
354,618
345,545
EMC Corp.
306,418
353,494
First Data Corp. 9.875% 09/24/2015
162,882
173,511
FormFactor Inc.
190,694
176,728
Google Inc., Class A
189,844
293,289
Hughes Network Systems LLC 9.5% 04/15/2014
348,964
334,307
Intel Corp.
447,538
466,125
Maxim Integrated Products Inc.
125,840
138,354
38,160
Micron Technology Inc.
278,264
424,022
17,190
Microsoft Corp.
433,742
550,803
Nortel Networks Corp. 10.75% 07/15/2016
250,184
191,669
NVIDIA Corp.
147,963
236,573
255,000 12,060 5,900
Research In Motion Ltd. (USD)
403,705
418,722
4,228,616
4,955,943
Private Placements (3.0%) USD
257,016
Aramark Corp., Term Loan, Private Placement 7.47% 01/27/2014^
304,040
256,303
635,375
Bragg Communication Inc., Loan, Private Placement 7.53% 08/31/2014^
635,375
618,696
USD
67,000
CCS Inc., Private Placement 11% 11/15/2015^
60,812
50,712
USD
45,000
Cie Gen Geophysique, Private Placement 9.5% 05/15/2016^
47,156
50,618
USD
517,817
Clarketerm, Private Placement 7.84% 06/30/2014^
590,888
457,257
USD
100,000
Connacher Oil and Gas Ltd., Private Placement 11.75% 07/15/2014^
114,733
116,024
USD
404,444
Dow Jones CDX HY, 144A Private Placement 6.75% 06/29/2012^
445,824
437,927
USD
67,000
USD
238,713
USD
25,000
JBS USA LLC, 144A Private Placement 11.625% 05/01/2014^
29,079
29,763
USD
35,000
Maple Leaf Foods Inc., Private Placement 5.21% 12/08/2011^
33,652
35,860
3,700
8
Goldcorp Inc., Private Placement 2% 08/01/2014^ HealthSouth Corp., Private Placement 8.15% 03/10/2013^
Volkswagen AG, Private Placement^
^Denotes illiquid securities. Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
72,643
82,055
310,308
239,905
349,712
362,489
2,994,222
2,737,609
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Number of Shares/ Face Amount
Average Cost ($)
Fair Value ($)
AES Corp., Callable 8.75% 05/15/2013
99,826
103,443
Brookfield Renewable Power Fund
91,285
119,184
45,000
Intergen NV 9% 06/30/2017
48,986
49,317
10,631
Northland Power Income Fund
128,526
126,296
Description Utilities (1.4%)
USD
96,000 6,240
USD
97,547
Prime Infrastructure Group
449,249
379,503
2,340
Sempra Energy
159,787
137,706
16,470
TransAlta Corp.
564,240
386,222
1,541,899
1,301,671
1,197,842
1,190,615
-
1,505
Government Bonds (1.3%) 1,145,000
Canadian Government Bond 3.75% 09/01/2011 Warrants (0.1%)
409
First Capital Realty Inc., Warrants (29Oct10)
Commissions and other Portfolio Transaction Costs
Total Bonds & Equities (97.7%) Short Term Notes (2.2%)
(69,550)
86,528,090
88,995,260
2,000,000
2,000,000
DERIVATIVE INSTRUMENTS Foreign Currency Forward Contracts (0.2%) (see Schedule A) Total Investments (100.1%) Other Assets (net) (-0.1%) Total Net Assets (100.0%)
225,354 88,528,090
91,220,614 (40,548) 91,180,066
Currency Codes AUD
Australian Dollar
USD
U.S. Dollar
Percentages shown in brackets relate investments at fair value to total net assets of the Trust. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
9
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statement of Investment Portfolio (as at December 31, 2009) cont’d Schedule A Foreign Currency Forward Contracts (0.2%)
Contracts 1 1 1 1 1 1 1 1 1
Counterparty
Credit Rating of the Counterparty*
UBS New York UBS New York UBS New York Royal Bank of Canada Morgan Stanley State Street Corporation UBS New York Bank of Nova Scotia†† Credit Suisse Group AG
Price ($)
A-1 A-1 A-1 A-1+ A-1 A-1 A-1 A-1+ A-1
Total Foreign Currency Forward Contracts Value
0.96 1.74 1.04 1.06 1.06 1.06 1.06 1.06 1.06
Due Date 08-Mar-10 08-Jun-10 08-Jun-10 27-Jan-10 27-Jan-10 27-Jan-10 27-Jan-10 27-Jan-10 27-Jan-10
Pay (647,000) (784,000) (331,000) (3,610,000) (4,100,000) (4,152,000) (4,183,000) (4,305,000) (4,432,000)
Australian $ British Pound Swiss Franc US $ US $ US $ US $ US $ US $
Receive 620,395 1,363,956 345,101 3,819,236 4,341,757 4,392,754 4,430,006 4,553,226 4,684,225
Canadian $ Canadian $ Canadian $ Canadian $ Canadian $ Canadian $ Canadian $ Canadian $ Canadian $
Unrealized Gain (Loss) ($) 13,650 33,281 8,578 24,328 31,749 28,084 32,747 27,721 25,216
225,354
*Credit ratings are obtained from Standard & Poor’s, otherwise ratings are obtained from: Moody's Investors Service, Dominion Bond Rating Services and Canadian Bond Rating Services.
10
††CI Investments Inc., the Manager, is a corporation controlled by CI Financial Corp. Bank of Nova Scotia has a significant interest in CI Financial Corp. Transactions with Bank of Nova Scotia are identified above. Percentages shown in brackets relate investments at fair value to total net assets of the Fund. The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statements of Net Assets (in $000’s except for per unit amounts and number of units outstanding)
As at December 31, 2009
As at December 31, 2008
88,995 281 2,000 225 7 636 92,144
101,074 676 19,000 1,739 141 1,237 123,867
52 95 614 89 21 93 964
– 132 965 124 28 106 1,355
Net assets and unitholders’ equity
91,180
122,512
UNITHOLDERS’ EQUITY Unit capital Contributed surplus Retained earnings (deficit) Net assets and unitholders’ equity
85,858 5,985 (663) 91,180
145,314 652 (23,454) 122,512
*Investments at cost
86,528
126,493
8.66
7.41
10,525,715
16,542,328
ASSETS Investments at fair value* Cash Short term notes Unrealized gain on futures and forward currency contracts Receivable for securities sold Dividends and accrued interest receivable
LIABILITIES Payable for unit redemptions Service fees payable Distributions payable Management fees payable Accrued expenses Payable for securities purchased
Net assets per unit (Note 10) Number of units outstanding (Note 3)
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
11
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statements of Operations and Retained Earnings (Deficit) (in $000’s except for per unit amounts)
For the years ended December 31 2009 2008 INVESTMENT INCOME Dividends Interest Derivative income (loss) Management fee rebate Less: Foreign withholding taxes
1,795 3,087 (24) – (150) 4,708
2,351 5,812 72 – (182) 8,053
1,166 158 – – 2 – 424 17 91 93 1,951
1,675 263 – 4 1 – 609 17 91 133 2,793
2,757
5,260
Realized and unrealized gain (loss) on investments and commissions and other portfolio transaction costs Realized gain (loss) on investments Foreign exchange gain (loss) Commissions and other portfolio transaction costs Change in unrealized appreciation (depreciation) of investments and derivatives Net gain (loss) on investments
(3,024) (219) (196) 26,372 22,933
(10,372) (280) (259) (23,447) (34,358)
Increase (decrease) in net assets from operations
25,690
(29,098)
1.89
(1.73)
STATEMENTS OF RETAINED EARNINGS (DEFICIT) Retained earnings (deficit), beginning of year Increase (decrease) in net assets from operations (Excess) deficiency on amounts paid on units redeemed Distribution from net income Distribution from realized gains Retained earnings (deficit), end of year
(23,454) 25,690 – (2,899) – (663)
8,717 (29,098) – (3,073) – (23,454)
Contributed surplus, beginning of year (Excess) deficiency on amounts paid on units redeemed Contributed surplus, end of year
652 5,333 5,985
– 652 652
EXPENSES Management fees (Note 4) Administrative expenses (Note 4) Commitment fees Interest expense Dividend expense on securities sold short Derivative Loss Service fees (Note 4) Legal Audit Goods and services tax
Net investment income (loss) for the year
Increase (decrease) in net assets from operations per unit
12
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Financial Statements (cont’d) Statements of Changes in Net Assets (in $000’s)
For the years ended December 31 2009 2008 Net assets, beginning of year
122,512
168,434
288 (53,180) 5,333 (47,559)
649 (6,315) 652 (5,014)
(2,899) – (6,564) (9,463)
(3,073) – (8,737) (11,810)
Increase (decrease) in net assets from operations
25,690
(29,098)
Net assets, end of year
91,180
122,512
CAPITAL TRANSACTIONS Reinvested distributions Cost of units redeemed and repurchased (Excess) deficiency on amounts paid on units redeemed
DISTRIBUTIONS TO UNITHOLDERS From net income From realized gains From return of capital
Statements of Cash Flows (in $000’s)
For the years ended December 31 2009 2008 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net investment income (loss) Proceeds from sale of investments Purchase of investments Net change in non-cash balances related to operations
2,757 146,762 (93,115) 522 56,926
5,260 155,218 (135,276) (48) 25,154
(9,526) (47,795) (57,321)
(19,601) (5,712) (25,313)
Increase (decrease) in cash during the year
(395)
(159)
Cash (Bank overdraft), beginning of year
676
835
Cash (Bank overdraft), end of year
281
676
FINANCING ACTIVITIES Distributions paid Cost of units redeemed and repurchased
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
13
SKYLON GROWTH & INCOME TRUST Trust Specific Financial Instruments Risks (Note 14) The Trust’s investments were concentrated in the following segments as at December 31, 2008 Category Financials Short Term Investments Materials Energy Industrials Consumer Staples Consumer Discretionary Telecommunication Services Information Technology Utilities Health Care Private Placements Foreign Currency Forward Contracts Government Bonds Other Assets Warrants
Percentage of Net Assets (%) 20.1 15.5 11.3 10.9 8.2 6.9 6.0 5.6 4.3 2.9 2.7 2.6 1.4 1.1 0.4 0.1
Other Price Risk As at December 31, 2009 and 2008, the Trust was exposed to other price risk as most of its holdings were sensitive to changes in general economic conditions across the world. The Trust’s portfolio consisted of international stocks and fixed income securities, thus an overall downturn in economic conditions across the world could have led to a widening in credit spreads and a decrease in equity prices which could have then led to a decrease in the value of the Trust's holdings. As at December 31, 2009, had the global markets increased or decreased by 10% (December 31, 2008 - 10%), with all other variables held constant, net assets of the Trust would have increased or decreased, respectively, by approximately $5,954,000 (December 31, 2008 - $6,136,000). In practice, the actual results may differ from this analysis and the difference may be material.
14
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Trust Specific Financial Instruments Risks (Note 14) (cont’d) Interest Rate Risk As at December 31, 2009 and 2008, the Trust’s assets were mainly invested in bonds. Generally, debt securities will increase in value when interest rates decline and decrease in value when interest rates rise. How sensitive the Trust was to changes in prevailing interest rates depends also on other factors, like the credit rating of the issuers and the term to maturity of the Trust's investments. The higher the credit rating of the issuers and the longer the term to maturity, the more sensitive the Trust was to changes in prevailing interest rates.
The tables below summarize the Trust’s exposure to interest rate risk, categorized by the contractual maturity date.
as at December 31, 2009
Less than 1 Year (in $000’s)
1-3 Years (in $000’s)
3-5 Years (in $000’s)
2,876
7,288
10,198
Less than 1 Year (in $000’s)
1-3 Years (in $000’s)
3-5 Years (in $000’s)
20,481
7,907
12,440
Interest Rate Exposure
as at December 31, 2008
Interest Rate Exposure
Greater than 5 Years (in $000’s)
11,121
Greater than 5 Years (in $000’s)
19,626
Total (in $000’s)
31,483
Total (in $000’s)
60,454
As at December 31, 2009, had the prevailing interest rates increased or decreased by 0.25% (December 31, 2008 - 0.25%), with all other variables held constant, net assets of the Trust would have decreased or increased, respectively, by approximately $233,000 (December 31, 2008 - $548,000). In practice, the actual results may differ. The difference may be material.
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
15
SKYLON GROWTH & INCOME TRUST Trust Specific Financial Instruments Risks (Note 14) (cont’d) Currency Risk As at December 31, 2009 and 2008, the Trust was exposed to currency risk as its investments were denominated in currencies other than Canadian dollars, the functional currency of the Trust. As a result, the Trust could have been affected by fluctuations in the value of such currencies relative to the Canadian dollar.
The tables below summarize the Trust’s exposure to currency risk, net of derivative instruments, as applicable. as at December 31, 2009
CURRENCY
Financial Instruments Exposure (in $000’s)
Derivatives Exposure (in $000’s)
Total Currency Exposure (in $000’s)
Net Assets (%)
38,239 3,783 2,798 1,671 1,057 442 382 94 48,466
(26,052) – (1,332) (611) (336) – – – (28,331)
12,187 3,783 1,466 1,060 721 442 382 94 20,135
13.4 4.1 1.6 1.2 0.8 0.5 0.4 0.1 22.1
Total Currency Exposure (in $000’s)
Net Assets (%)
11,403 1,066 887 820 319 318 311 203 120 74 28 15,549
9.3 0.9 0.7 0.7 0.3 0.3 0.3 0.2 0.1 0.1 0.1 13.0
US Dollar Euro British Pound Australian Dollar Swiss Franc Brazilian Real Japanese Yen Mexican Peso Total
as at December 31, 2008
CURRENCY US Dollar Australian Dollar British Pound Swiss Franc Israeli Shekel Norwegian Krone Japanese Yen Hong Kong Dollar Mexican Peso Euro Brazilian Real Total
As at December 31, 2009, had the Canadian dollar strengthened or weakened by 10% (December 31, 2008 - 10%) in relation to all other foreign currencies held in the Trust, with all other variables held constant, net assets of the Trust would have decreased or increased, respectively, by approximately $2,014,000 (December 31, 2008 - $1,593,000). In practice, the actual results may differ from this analysis and the difference may be material.
16
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
SKYLON GROWTH & INCOME TRUST Trust Specific Financial Instruments Risks (Note 14) (cont’d) Credit Risk As at December 31, 2009 and 2008, the Trust was exposed to credit risk as it was invested in fixed income securities.
The Trust was invested in debt securities, preferred securities and derivative instruments, as applicable, with the following credit ratings: as at December 31, 2009*
CREDIT RATING^ AAA/Aaa/A++ AA/Aa/A+ A BBB/Baa/B++ BB/Ba/B+ B CCC/Caa/C++ Not Rated Total
Net Assets (%) 1.4 2.4 0.2 6.2 7.0 8.8 4.5 5.3 35.8
as at December 31, 2008*
CREDIT RATING^ AAA/Aaa/A++ AA/Aa/A+ A BBB/Baa/B++ BB/Ba/B+ B CCC/Caa/C++ Not Rated Total
Net Assets (%) 2.4 1.4 0.3 6.2 10.0 8.3 2.7 19.9 51.2
*Credit ratings are obtained from Standard & Poor’s, otherwise ratings are obtained from: Moody’s Investors Service, Dominion Bond Rating Services and Canadian Bond Rating Services, respectively. ^Refer to Note 14 for Credit Rating cross reference.
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
17
SKYLON GROWTH & INCOME TRUST Trust Specific Financial Instruments Risks (Note 14) (cont’d) Fair Value Hierarchy The table below summarizes the inputs used by the Trust in valuing the Trust’s investments and derivatives carried at fair value. Long Positions at fair value as at December 31, 2009
Equities - long Bonds Short term notes Foreign currency forward contracts Total
Level 1 (in $000’s)
Level 2 (in $000’s)
Level 3 (in $000’s)
Total (in $000’s)
59,513 – – – 59,513
– 28,893 2,000 225 31,118
– 589 – – 589
59,513 29,482 2,000 225 91,220
The table below summarizes the movement in Level 3 financial instruments at fair value using unobservable inputs. For the year ended December 31, 2009
Fair value measurements using level 3 inputs
Long Positions Bonds Total
Balance at Dec. 31, 2008 (in $000’s)
Net purchases (in $000’s)
Net sales (in $000’s)
Net transfers in (out) (in $000’s)
745 745
– –
(311) (311)
– –
Realized gain Unrealized gain Balance at (loss) (loss) Dec. 31, 2009 (in $000’s) (in $000’s) (in $000’s)
(22) (22)
178 178
589 589
Investments classified as Level 3 are valued at fair value based on unobservable inputs and assumptions, which may include credit spreads, industry multipliers, and discount rates. Management has assessed that the effect of changing these inputs to reasonably possible alternatives would not have a significant impact on the net assets of the Trust.
18
The accompanying notes are an integral part of these financial statements.
Annual Financial Statements as at December 31, 2009
Notes to the Financial Statements 1. THE TRUST Skylon Growth & Income Trust (the “Trust”) is a closed-end investment trust established under the laws of the Province of Ontario pursuant to a Declaration of Trust dated as of January 30, 2004. On February 18, 2004, the Trust completed an initial public offering of 19,500,000 units at $10 per unit. The Trust is listed on The Toronto Stock Exchange, under the symbol SKG.UN. On March 3, 2004, an over-allotment option granted to agents was exercised for further issuance of 1,030,000 units at $10 per unit. The Trust is managed by CI Investments Inc. (the “Manager” and the “Trustee”). CI Investments Inc. is also the investment advisor (the “Investment Advisor”) to the Trust.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”). Certain prior period balances have been reclassified to conform with the current period presentation. The following is a summary of the significant accounting policies of the Trust: (a) Adoption of Accounting Amendments The Canadian Institute of Chartered Accountants (“CICA”) amended Section 3862 “Financial Instruments – Disclosures” to require disclosures about the inputs to fair value measurements. Amended Section 3862 became effective for annual financial statements relating to fiscal years ending after September 30, 2009. Section 3862 establishes a three-tier hierarchy as a framework for disclosing fair value based on inputs used to value the Trust’s investments. The hierarchy of inputs is summarized as follows: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The adoption of the new accounting amendment has no impact on the valuation policies of the Trust. The Trust adopted the amendments to Section 3862 in the December 31, 2009 annual financial statements. The adoption of the amendments are described in Note 14. (b) Valuation of Investments Canadian GAAP requires the fair value of financial instruments traded in an active market to be measured based on an investment’s bid/ask price depending on the investment position (long/short). For the purpose of processing unitholder transactions, net asset value is calculated based on the closing market price of investments (referred to as “Net Asset Value”), while for financial statement purposes net assets are calculated based on bid/ask price of investments (referred to as “Net Assets”). In accordance with National Instrument 81-106, a comparison Net Asset Value per unit and the Net Assets per unit is disclosed in Note 10. At the financial reporting date, listed securities are valued based on the bid price for securities held long and the ask price for securities held short. Unlisted securities are valued based on price quotations from recognized investment dealers, or failing that, their fair value is determined by the Manager on the basis of the latest reported information available. Fixed income securities, debentures, money market investments and other debt instruments are valued at the bid quotation from recognized investment dealers. Underlying funds are valued on each business day at their net asset value as reported by the underlying funds’ manager. (c) Commissions and Other Portfolio Transaction Costs Transaction costs, such as brokerage commissions, incurred in the purchase and sale of securities, are included in “Commissions and other portfolio transaction costs” in the Statements of Operations. (d) Cost of Investments Cost of investments represents the amount paid for each security and is determined on an average cost basis excluding commissions and transaction costs.
Annual Financial Statements as at December 31, 2009
19
Notes to the Financial Statements (cont’d) (e) Investment Transactions and Income Recognition Investment transactions are accounted for on the trade date for financial reporting purposes and any unrealized and realized gains and losses on such transactions are calculated on an average cost basis. Dividend income and distributions from investments are recognized on the ex-dividend/ex-distribution date and interest income is accounted for on the accrual basis. Distributions received from income trust holdings are recorded as income, capital gains or a return of capital, based on the best information available to the Manager. Due to the nature of these investments, actual allocations could vary from this information. Distributions from income trusts that are treated as a return of capital for income tax purposes reduce the average cost of the underlying investment trust. Distributions received from investment fund holdings are recognized by the Trust in the same form in which they were received from the underlying funds. (f) Foreign Exchange Foreign currency amounts are translated into Canadian dollars the functional currency of the Trust as follows: fair value of investments, forward currency contracts, other assets and liabilities at the closing rate of exchange on each business day; income and expenses, purchases, sales and settlements of investments at the rate of exchange prevailing on the respective dates of such transactions. Foreign exchange gains (losses) on completed transactions are included in “Foreign exchange gain (loss)” as reflected in the Statements of Operations. (g) Forward Contracts The Trust may enter into forward contracts. Forward foreign currency contracts are valued on each valuation day based on the difference between the value of the contract on the date the contract originated and the value of the contract on the valuation day. All unrealized gains (losses) arising from forward foreign currency contracts are recorded as part of “Change in unrealized appreciation (depreciation) of investments and derivatives” in the Statements of Operations and “Unrealized gain (loss) on futures and forward currency contracts” in the Statements of Net Assets until the contracts are closed out or expire, at which time the gains (losses) are realized and reported as “Realized gain (loss) on investments” in the Statements of Operations. (h) Increase (Decrease) in Net Assets from Operations per Unit Increase (decrease) in net assets from operations per unit in the Statements of Operations is calculated by dividing the increase (decrease) in net assets from operations by the weighted average number of units outstanding during the period. (i) Private Placements The fair value of private placements is determined using indicative bid values obtained from third-party broker-dealers. The broker-dealers determine the fair value using valuation models that are based, in part, on assumptions that are not supported by observable market inputs. The indicative bid values are independently assessed by the Manager to ensure that they are reasonable. The fair values of private placements are affected by the perceived credit risk of the issuers, predictability of cash flows and the length of time to maturity. (j) Cash and Short-Term Investments Cash is comprised of cash on deposit. Short-term investments are comprised of short-term debt instruments with terms to maturity of less than one year at acquisition. (k) Net Asset Value per Unit Net asset value per unit for the Trust is calculated at the end of each day on which the Toronto Stock Exchange is open for business by dividing the total net asset value of the Trust by outstanding units. (l) Income Taxes The Trust complies with the Income Tax Act (Canada) to qualify as a mutual fund trust. A mutual fund trust is subject to tax in each taxation year under Part 1 of the Income Tax Act (Canada) on the amount of its income for the year, including net realized taxable capital gains, less the portion thereof that it claims in respect of the amounts paid or payable to the Unitholders for the year.
20
Annual Financial Statements as at December 31, 2009
Notes to the Financial Statements (cont’d) Income tax paid by the Trust on any net realized capital gains not paid or payable to unitholders is recoverable by virtue of refunding provisions contained in the Income Tax Act (Canada) and provincial legislation, as redemption occur. The Trust intends to distribute all of its net income and net realized capital gains so that the Trust will not generally be liable for income tax thereon. (m) Use of Estimates The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
3. UNITHOLDERS’ EQUITY Units issued and outstanding represent the capital of the Trust. The relevant changes pertaining to subscription and redemption of the Trust units are disclosed in the Statements of Changes in Net Assets. In accordance with the objectives and risk management polices outlined in Note 14, the Trust endeavors to invest subscriptions received in appropriate investments while maintaining sufficient liquidity to meet redemptions through utilizing a short-term borrowing facility or disposal of investments when necessary. The Trust is authorized to issue an unlimited number of redeemable, transferable units of one class, each of which represents an equal, undivided interest in the net assets of the Trust. Commencing April 30, 2008, unitholders are entitled to redeem their units outstanding monthly (the “Monthly Redemption”). Monthly redemption price per unit is equal to the lesser of: (a) 94% of the 10 day average trading price on the applicable monthly valuation date; and (b) the “closing market price” per unit on the applicable monthly valuation date. On April 14, 2009, the Trust received approval of the unitholders to add an annual right of unitholders to redeem their units. As a result of these changes, commencing December 31, 2010, the unitholders will have the right to redeem some or all of their units on December 31 each year (the “Annual Redemption”) at the net asset value. The Trust endeavours to provide unitholders with monthly distributions which were initially targeted to total $0.70 per unit per annum representing a yield of 7.0% based on the $10.00 per unit issue price. Distributions commenced on March 31, 2004, and are expected to continue until termination of the Trust. For the years ended December 31, net capital transactions of the Trust consisted of the following: Unit Transactions Balance, beginning of year Units issued on reinvested distributions Units redeemed Units purchased for cancellation (Note 5) Balance, end of year
2009
2008
16,542,328
17,146,595
39,007
73,733
(5,986,220)
–
(65,200)
(678,000)
10,529,915
16,542,328
The Trust did not file a notice of intention to make a normal course issuer bid for 2009. When units of the Trust are redeemed at a price per unit which is lower than the average cost per unit of capital, the difference is included in “Contributed surplus” on the Statements of Net Assets. If the redemption price is greater than the average cost of capital, the difference is first charged to “Contributed surplus” until the entire account is eliminated, and the remaining amount is charged to “Retained Earnings (Deficit)” in the Statements of Net Assets.
4. FEES AND OTHER EXPENSES (a) Management Fees The Trust pays to the Manager an annual fee equal to 1.10% of the net asset value for the Trust calculated and payable monthly plus any applicable taxes and an amount equal to the service fees payable by the Manager to registered dealers.
Annual Financial Statements as at December 31, 2009
21
Notes to the Financial Statements (cont’d) (b) Administrative Expenses The Trust is also responsible for all of its expenses incurred in connection with its operations and administration, including trustee fees, audit and legal fees, transfer agency, custody, accounting fees, and independent review committee fees. (c) Service Fees The Manager will pay to registered dealers of the Trust an annual service fee of 0.40% of the net asset value for units held by clients of the sales representatives of the registered dealers, calculated and payable quarterly in arrears.
5. MARKET REPURCHASE PROGRAM In accordance with the Trust’s prospectus, and to enhance liquidity and to provide support to the units, the Trust has a mandatory market purchase program under which the Trust, subject to exceptions contained in the Trust Agreement and in compliance with any regulatory requirements, is obligated to purchase its own units for cancellation. If, on any business day, the closing market price of the Trust’s units (the “Reference Closing Price”) is less than 95% of the net asset value per unit determined on that date, the Trust will offer to purchase for cancellation any units offered in the market at or below the Reference Closing Price on the following business day. The maximum number of units to be purchased in any three month period will not be over 1.25% of the number of units outstanding at the beginning of such period. During the year ended December 31, 2009 the Trust purchased 65,200 units for cancellation at a cost of $456,000 (678,000 units at a cost of $5,668,000 for 2008).
6. REINVESTMENT OF DISTRIBUTIONS The Trust has adopted a Distribution Reinvestment Plan (“DRIP”) therefore at the election of each unitholder distributions are automatically reinvested in additional units of the Trust, without charge, at a price equal to the average trading price of the units on the TSX for the five trading days immediately preceding the relevant Distribution Date. The Manager may terminate the DRIP in its sole discretion, upon not less than thirty days’ written notice to the DRIP participants.
7. BROKERAGE AND OTHER COMMISSIONS Commissions paid for security transactions for the years ended December 31, were as follows: (in $000’s)
2009
2008
193
253
17
23
Brokerage Commissions Skylon Growth & Income Trust Soft Dollar Commissions† Skylon Growth & Income Trust
†A portion of brokerage commissions paid was used to cover research and market data services, termed soft dollar commissions. These amounts have been estimated by the Manager.
8. SECURITIES LENDING The Trust may engage in securities lending. Under a Securities Lending Agreement: (i) the borrower will pay to the Trust a negotiated securities lending fee and will make compensation payments to the Trust equal to any distributions received by the borrower on the securities borrowed; (ii) the securities loan must qualify as “securities lending arrangements” for the purposes of the Tax Act; and (iii) the securities loan must be fully collateralized. The minimum level of collateralization will be 102%. As at December 31, 2009 and 2008 the Trust was not engaged in securities lending.
9. INCOME TAX LOSSES CARRY FORWARD Net capital losses may be carried forward indefinitely to reduce future net realized capital gains. Non-capital losses arising in taxation years up to 2003 may be carried forward seven years. Non-capital losses arising in taxation years 2004 and 2005 may be carried forward ten years. Non-capital losses arising in taxation years after 2005 may be carried forward twenty years.
22
Annual Financial Statements as at December 31, 2009
Notes to the Financial Statements (cont’d) Losses carry forwards (in $000’s) 2009 Net capital losses carry forward Year of expiry Non-capital losses carry forward
11,615 2010
2014
2015
2026
2027
2028
2029
Total
–
–
–
–
–
–
–
–
10. NET ASSETS COMPARISON In accordance with National Instrument 81-106, a comparison of net assets per unit and net asset value per unit, as at December 31, 2009 and 2008, is as follows: 2009
2008
Net assets per unit
8.66
7.41
Net asset value per unit
8.68
7.42
11. RELATED PARTY TRANSACTIONS The Bank of Nova Scotia has a significant interest in CI Financial Corp. The Trust may have direct or indirect holdings in Bank of Nova Scotia and/or CI Financial Corp. The Trust paid $5,038 in brokerage commissions to Bank of Nova Scotia during the period ended December 31, 2009. During the year ended December 31, 2009, Blackmont Capital Inc. was a subsidiary of CI Financial Corp. As CI Financial Corp. is the parent company of CI Investments Inc., the Manager of the Trust, Blackmont Capital Inc. was considered a related party to the Trust. On December 31, 2009, CI Financial Corp. sold its interest in Blackmont Capital Inc. to unrelated parties. The Trust paid $1,047 and $2,000 to Blackmont Capital Inc. during the years ended December 31, 2009 and 2008.
12. INTERNATIONAL FINANCIAL REPORTING STANDARDS On February 13, 2008, the Canadian Accounting Standards Board (“AcSB”) confirmed that the use of International Financial Reporting Standards (“IFRS”) will be required in 2011 for all publicly accountable profit-oriented enterprises. IFRS will replace Canadian Generally Accepted Accounting Principles (“Canadian GAAP”). IFRS becomes effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Based on the Manager’s current evaluation of the differences between IFRS and Canadian GAAP, the Manager currently does not expect any impact to net asset value or net asset value per unit as a result of the transition to IFRS, and expects that the main impact will be on the financial statements, where additional disclosures or changes in presentation will be required. Further updates on the progress in the implementation of the IFRS transition plan and any changes to reporting will be provided during the implementation period leading up to January 1, 2011.
13. FINANCIAL INSTRUMENTS The categorization of financial instruments is as follows: investments and derivatives are classified as held for trading and are stated at fair value. Receivable for securities sold, dividends and accrued interest receivable, cash and derivatives receivable are designated as loans and receivables. They are recorded at amortized cost which approximates their fair value due to their short-term nature. Similarly, payable for unit redemptions, payable for securities purchased, management fees payable, accrued expenses, distribution payable and service fees payable are designated as financial liabilities and are carried at their amortized cost which approximates their fair value, due to their short-term nature. Financial liabilities are generally settled within three months of issuance. All income, dividends, net realized and unrealized gains (losses) are attributable to investments and derivatives which are deemed held for trading.
Annual Financial Statements as at December 31, 2009
23
Notes to the Financial Statements (cont’d) 14. FINANCIAL INSTRUMENTS RISK Risk Management The Trust is exposed to a variety of financial instruments risks: credit risk, liquidity risk and market risk (including interest rate risk, currency risk and other price risk). The level of risk to which the Trust is exposed to depends on the investment objective and the type of investments held by the Trust. The value of the investments within the portfolio can fluctuate daily as a result of changes in prevailing interest rates, economic and market conditions and company specific news related to investments held by the Trust. The Manager of the Trust may minimize potential adverse effects of these risks on the Trust’s performance by, but not limited to, regular monitoring of the Trust’s positions and market events, diversification of the investment portfolio by asset type, country, sector, term to maturity within the constraints of the stated objectives, and through the usage of derivatives to hedge certain risk exposures. Other Price Risk Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk). The value of each investment is influenced by the outlook of the issuer and by general economic and political conditions, as well as industry and market trends. All securities present a risk of loss of capital. Except for options written, future contracts sold short and investments sold short, the maximum risk resulting from financial instruments is equivalent to their fair value. Other assets and liabilities are monetary items that are short-term in nature and therefore are not subject to significant other price risk. Interest Rate Risk Interest rate risk is the risk that the fair value of interest-bearing investments and interest rate derivative instrument will fluctuate due to changes in prevailing levels of market interest rates. As a result, the value of the Trust will be affected by changes in applicable interest rates as it invests in debt securities and income trusts. If interest rates fall, the fair value of existing debt securities may increase due to the increase in yield. Alternatively, if interest rates rise, the yield of existing debt securities decrease which may then lead to a decrease in their fair value. The magnitude of the decline will generally be greater for long-term debt securities than for short-term debt securities. Interest rate risk also applies if the Trust invests in convertible securities. The fair value of these securities varies inversely with interest rates, similar to other debt securities. However, since they may be converted into common shares, convertible securities are generally less affected by interest rate fluctuations than other debt securities. Currency Risk Currency risk arises from financial instruments that are denominated in a currency other than the Canadian dollar, the functional currency of the Trust. As a result, the Trust may be exposed to the risk that the value of securities denominated in other currencies will fluctuate due to changes in exchange rates. The Statement of Investment Portfolio identifies all bonds and derivative instruments denominated in foreign currencies. Equities traded in foreign markets are exposed to currency risk as the prices denominated in foreign currencies are converted to the Trust’s functional currency to determine their fair value. Credit Risk Credit risk is the risk that a security issuer or counterparty to a financial instrument will fail to meet its financial obligations. The fair value of debt instruments includes consideration of the credit worthiness of the debt issuer. Credit risk exposure for derivative instruments, if applicable, is based on the Trust’s unrealized gain of the contractual obligations with the counterparty as at the reporting date. The credit risk exposure of the Trust’s other assets are represented by their carrying amount as disclosed in the Statements of Net Assets. Credit ratings for debt securities, preferred securities and derivative instruments are obtained from Standard & Poor’s, where available, otherwise ratings are obtained from: Moody's Investors Service, Dominion Bond Rating Services and Canadian Bond Rating Services. Credit ratings can be either long-term or short-term. Short-term credit ratings are generally assigned to those obligations and derivative instruments considered short-term in nature. The table below provides a cross-reference between the long-term credit ratings disclosed in the Credit Rating table inclusive of the short-term credit ratings disclosed in the derivatives schedule in the Statement of Investment Portfolio.
24
Annual Financial Statements as at December 31, 2009
Notes to the Financial Statements (cont’d) Credit Rating as per Credit Risk table AAA/Aaa/A++ AA/Aa/A+ A BBB/Baa/B++ BB/Ba/B+ B CCC/Caa/C++ CC/Ca/C+ C and Lower Not Rated
Credit Rating as per derivatives schedules A-1+ A-1, A-2, A-3 B, B-1 B-2 B-3 C D WR
Significant cash balances as disclosed in the Statements of Net Assets are maintained by the custodian, RBC Dexia. The Manager monitors the credit worthiness of the custodian on a regular basis. All transactions executed by the Trust in listed securities are settled / paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation. Liquidity Risk Liquidity risk is the risk that the Trust may not be able to settle or meet its obligations, on time or at a reasonable price. The Trust is exposed to monthly cash redemptions of redeemable units. Therefore, the Trust aims to invest the majority of its assets in investments that are traded in active markets and can be readily disposed of. In addition, the Trust aims to retain sufficient cash and cash equivalent positions to maintain liquidity. From time to time, the Trust may enter into derivative contracts or invest in unlisted securities that may not trade in an organized market and may be illiquid. Illiquid securities are identified in the Statement of Investment Portfolio of the Trust. Fair Value Hierarchy The adoption of the amended Section 3862 requires the Trust to classify financial instruments measured at fair value using a fair value hierarchy. Investments whose values are based on quoted market prices in active markets are classified as Level 1. This level includes publicly traded equities, exchange traded and retail mutual funds, exchange traded warrants, futures contracts, traded options, American depositary receipts (“ADRs”) and Global depositary receipts (“GDRs”). Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified as Level 2. These include fixed income securities, mortgage backed securities (“MBS”), short-term instruments, non-traded warrants, over-the-counter options, structured notes of indexed securities, foreign currency forward contracts and swap instruments. Investments classified as Level 3 have significant unobservable inputs. Level 3 instruments include private equities, private term loans and private equity funds and certain derivatives. As observable prices are not available for these securities, the Trust may use a variety of valuation techniques to derive the fair value.
Details of the Trust’s exposure to financial instruments risks including the fair value hierarchy classification are available in the “Trust Specific Financial Instruments Risks” section of the financial statements.
Annual Financial Statements as at December 31, 2009
25
Trust Information Manager and Trustee
CI Investments Inc. 2 Queen Street East, 20th Floor Toronto, Ontario M5C 3G7 Phone: (416) 364-1145 Fax: (416) 364-6299 Toll Free: 1-800-268-9374 www.ci.com
[email protected]
Custodian
RBC Dexia Investor Services Trust 77 King Street West, 10th Floor Toronto, Ontario M5W 1P9
Auditors
PricewaterhouseCoopers LLP Suite 3000, Box 82 Royal Trust Tower, TD Centre Toronto, Ontario M5K 1G8
Registrar & Transfer Agent
Computershare Investor Services Inc. 100 University Avenue 8th Floor Toronto, Ontario M5J 2Y1
Listed
The Toronto Stock Exchange Ticker Symbol
SKG.UN
For more information on the Trust, visit us online at www.ci.com.
26
Annual Financial Statements as at December 31, 2009
SKYGIT-AR-03/10