UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16
or 15d-16 of the Securities Exchange Act of 1934
For the month of November 2020
Commission File Number 001-39684
CI Financial Corp.
(Translation of registrant’s name into English)
2 Queen Street East
Twentieth Floor
Toronto, Ontario, Canada M5C 3G7
(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 | ¨ | 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): ¨
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): ¨
Exhibits 99.1, 99.2, 99.3 and 99.4 to this Form 6-K of CI Financial Corp. (the “Company”) are hereby incorporated by reference as exhibits to the Registration Statement on Form 40-F (File No. 001-39684) of the Company, as amended or supplemented.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
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SIGNATURES
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.
CI Financial Corp. | |||||
(Registrant) | |||||
Date: | November 16, 2020 | By: | /s/ Edward Kelterborn | ||
Name: | Edward Kelterborn | ||||
Title: | Chief Legal Officer |
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Exhibit 99.1
CI FINANCIAL CORP.
CODE OF BUSINESS CONDUCT AND ETHICS
As of November 10, 2020
1. | Introduction |
CI Financial Corp. (the “Company”) is committed to conducting its business ethically and legally. In keeping with that commitment, this Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. The Code has been approved by our Board of Directors, senior management and business unit leaders to summarize the standards of business conduct that must guide our actions. It does not cover every issue that may arise, but sets out basic principles to guide all directors, officers and employees of the Company and its subsidiaries and affiliates (collectively, “CI Personnel”). All CI Personnel must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour. This Code also must be provided to and followed by the agents and representatives, including advisors, of the Company and its subsidiaries and affiliates (collectively, the “CI Group”).
If a law conflicts with a policy in this Code, CI Personnel must comply with the law. If a local custom or policy conflicts with this Code, CI Personnel must comply with this Code. In some instances, there may be a conflict between the laws of different jurisdictions that apply to the operations of the CI Group. If you have any questions about these conflicts, you should ask your supervisor or department head how to handle the situation.
Some subsidiaries, departments and specialized areas within the CI Group have specific codes of conduct or ethics or the like in place that cover conduct (such as personal trading) or regulatory issues that only apply to that area or field. If CI Personnel work for one of these subsidiaries or specialized areas, such specific codes of conduct of ethics apply in addition to this Code.
CI Personnel who violate the standards in this Code will be subject to disciplinary action, up to and including the termination of their employment or other relationship with the Company. If you are involved in or have become aware of suspected misconduct, illegal activities, fraud, abuse of the CI Group’s assets or a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described below under “Compliance Procedures”.
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2. | The Code |
Compliance with Laws, Rules, Regulations and CI Policies & Procedures
Obeying the law, both in letter and in spirit, is the foundation on which the CI Group’s ethical standards are built and is critical to our reputation and continued success. All CI Personnel must respect and obey the laws (including the requirements of applicable securities commissions, regulatory authorities and stock exchanges) of the various jurisdictions in which the CI Group operates and avoid even the appearance of impropriety. You have a duty to know, understand and comply with any of those laws, rules and regulations which apply to your employment duties and responsibilities. To fulfill this duty, you have an obligation to seek advice from supervisors, department heads or other appropriate personnel as necessary. The CI Group’s Legal Department (“Legal”) is always available to assist CI Personnel in determining applicable legal and regulatory requirements. You may contact Legal via an e-mail to legal@ci.com.
All CI Personnel must also abide by the CI Group’s policies and procedures. This includes corporate policies and procedures and those of our wholly-owned entities. Failure to abide by the laws, rules, regulations and the CI Group’s policies and procedures may result in sanctions against either/both CI Personnel and the CI Group. Individuals who fail to comply may be disciplined, up to and including termination of employment.
Conflicts of Interest
The Company expects CI Personnel to avoid situations where personal interests could conflict, or appear to conflict, with their duties and responsibilities or the interests of the Company. A conflict of interest may exist when a person’s private interests have an adverse effect on the employee’s motivation or the proper performance of their job or affect a person’s judgement or ability to act in the best interests of the Company. CI Personnel may also find it difficult to perform their work for the CI Group objectively and effectively if they or members of their families have received improper personal benefits through their position within the CI Group.
It is almost always a conflict of interest for CI Personnel to work at the same time for a competitor or a person with whom the CI Group has a business relationship. CI Personnel are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business relationship (except on behalf of the CI Group) with competitors of the CI Group or persons with whom the CI Group has business relationships. Other examples of conflicts could include, but are not limited to: accepting personal payments from any organization which does business with the CI Group or is a competitor of the CI Group; accepting or giving gifts of more than modest value to or from vendors or clients of the CI Group; competing with the CI Group for the purchase or sale of property, services or other interests or taking personal advantage of an opportunity in which the CI Group has an interest; personally having immediate family members who have a financial interest in a firm which does business with the CI Group; and having an interest in a transaction involving the CI Group or a customer, business partner or supplier (not including routine investments in publicly traded companies). CI Personnel must abide by all compliance policies that relate to personal trading.
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Conflicts of interest are prohibited as a matter of CI Group policy, except under guidelines approved by the Board of Directors of the Company, if any. Conflicts of interest may not always be clear-cut. If you have a question, you should consult with your supervisor or department head. Any CI Personnel who become aware of a conflict or potential conflict should bring it to the attention of a supervisor or department head and consult the procedures described below under “Compliance Procedures”.
If the CI Group determines that an employee’s outside work interferes with the employee’s performance or ability to meet the requirements of the CI Group, as they are modified from time to time, the employee may be asked to terminate the outside employment if he or she wishes to remain employed by the CI Group. To protect the interests of both the employees and the CI Group, any such outside work or other activity that involves potential or apparent conflict of interest may be undertaken only after disclosure to the CI Group by the employee and review and approval by management.
Confidentiality
CI Personnel must maintain the confidentiality of confidential information entrusted to them by the CI Group and persons with whom the CI Group does business, except when disclosure is authorized by the President, the Chief Executive Officer or the Chief Legal Officer (or other senior legal officer) or is required by applicable laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the CI Group, its stakeholders or the person to whom it relates if disclosed. The obligation to preserve confidential information continues even after CI Personnel cease to have a relationship with the CI Group. The Company’s Information Technology Acceptable Use Policy has been developed to ensure that all CI Personnel are aware of their responsibilities with respect to confidential information and includes a list of appropriate procedures that should be observed by CI Personnel to protect confidential information.
The CI Group is committed to protecting the privacy of personal information collected, used and disclosed in the conduct of its business. CI personnel must abide by the CI Group’s Privacy Policy.
CI Personnel who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the CI Group’s business. The Company has established an Insider Trading Policy and all CI Personnel must read and abide by this policy.
Knowledge of confidential information about another party gained in the course of work duties for the CI Group is protected in the same manner as confidential information about the CI Group.
Company Opportunities
CI Personnel are prohibited from taking for themselves personally and/or sharing with third parties opportunities that are discovered through the use of Company property, information or positions without the consent of the President, the Chief Executive Officer or the Chief Legal Officer (or other senior legal officer) and from using Company property, information, or position for improper personal gain. No CI Personnel may compete with the CI Group directly or indirectly. CI Personnel owe a duty to the CI Group to advance its legitimate interests, before their own, when the opportunity to do so arises.
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Anti-Money Laundering (AML)
CI Personnel are required to abide by federal anti-money laundering legislation and regulations. All occurrences of attempted or actual suspicious transactions must be immediately reported to the respective entity’s compliance department or Chief AML Officer. Please contact your entity’s Compliance department and/or Chief AML Officer for further information.
Protection and Proper Use of Company Assets
All CI Personnel must endeavour to protect the CI Group’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the CI Group’s profitability. Any suspected incident of fraud, theft or other irregularity should be reported immediately to your department head or as set forth below for investigation. CI Group equipment should not be used for non-CI Group business, other than incidental personal use; other use requires pre-approval by an immediate supervisor.
The obligation of CI Personnel to protect the CI Group’s assets includes the CI Group’s proprietary information. Proprietary information includes any information that is not known generally to the public or would be helpful to the CI Group’s competitors. Examples of proprietary information include intellectual property (such as trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, designs, databases, company guides, manuals, client information, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates CI Group policy and could be illegal and result in civil or criminal penalties. The obligation to preserve the confidentiality of proprietary information continues even after CI Personnel cease to have a relationship with the CI Group.
CI Group assets (such as funds, products, corporate information, information system assets, digital communications, internet access, office equipment, tools, supplies, facilities and services) may be used only for legitimate business purposes. CI Group assets may never be used for illegal purposes.
Competition and Fair Dealing
CI Personnel must respect the rights of, and deal fairly with, the CI Group’s investors, suppliers, business partners, competitors, employees and other persons with whom the CI Group has a business relationship. No CI Personnel may take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of proprietary information, misrepresentation of material facts or any other intentional unfair-dealing practice. The CI Group seeks to excel and to outperform competitors fairly and honestly through superior performance and not through unethical or illegal business practices or behaviour.
Nor should any CI Personnel act in a manner that may be anti-competitive under competition or anti-trust laws. The CI Group’s Legal Department can assist CI Personnel in determining the application of competition and anti-trust laws to the business activities of CI Personnel.
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Gifts and Entertainment
Offering or receiving any gift, gratuity or entertainment that might reasonably be perceived to unfairly influence a business relationship, or that might be outside of a customary course of business relationship, is a conflict of interest and must be avoided. These guidelines apply at all times and do not change during traditional gift-giving seasons.
No gift or entertainment should ever be offered, given, provided, authorized or accepted by any CI Personnel or their family members unless it is not a cash gift or a gift in securities, is consistent with customary business practices, is not excessive in value, cannot be construed as a bribe or payoff, and does not violate any laws. Consideration should be given to acceptable industry practice and guidance from regulatory bodies (including self-regulatory organizations) in determining the reasonability of any of the foregoing. The CI Group has also implemented a Sales Practices Policy which must be adhered to by CI Personnel dealing with advisors and clients. Strict rules also apply when the CI Group does business with governmental agencies and officials, as discussed in more detail below. CI Personnel should discuss with the applicable department head and with their clients or business partners any gifts or proposed gifts about which they have any questions.
Payments to Government Personnel
All CI Personnel must comply with all applicable laws prohibiting improper payments, gifts or benefits to domestic and foreign officials, as set out in the Company’s Anti-Bribery and Anti-Corruption Policy.
Certain governments have laws regarding payments, gifts or benefits that may be provided in connection with government personnel. The promise, offer or delivery to a foreign public official or to any person for the benefit of a foreign public official, either directly or indirectly of a gift, favour, loan, reward or other gratuity/benefit in violation of anti-corruption laws is prohibited. Such an action violates CI Group policy and is a criminal offence in a number of jurisdictions. Illegal payments must not be made to government officials of any country. The CI Group’s Legal Department can provide guidance to CI Personnel in this area.
Political Donations and Activities
In no circumstances shall any CI Personnel be permitted to use or associate their position or office with the CI Group with any personal political activity or donation or in any circumstances in which any such association could be reasonably inferred.
CI Personnel may choose to become involved in political activities as long as they undertake these activities on their own behalf and may, on a personal level, give to any political party or candidate, but reimbursement by the CI Group is prohibited.
Discrimination and Harassment
The diversity of CI Personnel is a tremendous asset. The CI Group is firmly committed to providing equal opportunity in all aspects of employment and ensuring that all stakeholders are treated with respect and dignity. The CI Group will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. CI Personnel are encouraged to speak with their supervisor or the CI Group’s Human Resources Department when a co-worker’s conduct makes them uncomfortable and to report harassment when it occurs, consistent with written policies published by the Human Resources Department.
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Health and Safety
The CI Group strives to provide all CI Personnel with a safe and healthy work environment. All CI Personnel are responsible for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions to an immediate supervisor. Violence and threatening behaviour are not permitted. CI Personnel should refer to the CI Workplace Harassment Policy and the CI Workplace Violence Policy for further information. The use of illegal drugs in the workplace will not be tolerated. CI Personnel should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.
Accuracy of Company Records and Reporting
All business transactions that CI Personnel have participated in must be properly authorized, properly recorded and supported by accurate documentation in reasonable detail. Books and records must be kept and maintained to fulfill relevant legal requirements. The CI Group requires honest and accurate recording and reporting of information.
The CI Group’s accounting records are relied upon to produce reports for our management, directors, securityholders, governmental agencies and persons with whom the CI Group does business. All of the CI Group’s financial statements and the books, records and accounts on which they are based must appropriately reflect the CI Group’s activities and conform to applicable legal and accounting requirements and to the CI Group’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless required by applicable law or regulation.
All CI Personnel have a responsibility, within the scope of their positions, to ensure that the CI Group’s accounting records do not contain any false or intentionally misleading entries. The CI Group does not permit intentional misclassification of transaction as to accounts, departments or accounting records. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper accounts and in the proper accounting period.
Many CI Personnel use business expense accounts, which must be documented and recorded accurately. If CI Personnel are not sure whether a certain expense is legitimate, an immediate supervisor can provide advice.
Business records and communications often become public through legal or regulatory proceedings or the media. CI Personnel should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations that can be misunderstood. This requirement applies equally to communications of all kinds, including e-mail, informal notes, internal memos, and formal reports.
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Use of Phone, Fax, E-mail and Internet Services
Phone, fax, e-mail and internet services are provided by the CI Group to assist CI Personnel in carrying out their work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. CI Personnel may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, unwelcome propositions, derogatory messages based on racial or ethnic characteristics or any other messages that could reasonably be viewed as harassment. Activities that require significant system resources, in terms of bandwidth/memory, such as watching of video files, listening to audio files, downloading of large data files and/or any excessive use of system resources for personal use impairs the ability of the CI Group’s system to handle legitimate CI Group business and is prohibited.
Communications (including voicemail) and electronic data or other information sent, received or created by CI Personnel through the CI Group-provided service are CI Group property and CI Personnel should recognize that these messages and information are not “private”. Unless prohibited by law, the CI Group reserves the right to access and disclose those communications and information as necessary for its business purposes. CI Personnel should use good judgment and not access or send communications or store any information that they would not want to be seen or heard by others.
CI Personnel are also referred to the CI Group’s internet/e-mail policies published from time to time.
Disclosure
The CI Group is committed to providing timely, factual, accurate, complete and broadly disseminated information, consistent with disclosure requirements under applicable securities laws. The Company has adopted a Disclosure Policy to promote this commitment and a consistent approach to the Company’s disclosure practices. For further details, please consult the Company Disclosure Policy.
No Rights Created
This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, stockholder or any other person or entity.
3. | Compliance Procedures |
All CI Personnel must work to ensure prompt and consistent action against actual or suspected violations of this Code. It is your personal responsibility to (i) become familiar with, and conduct CI Group business in compliance with, applicable laws, rules and regulations and this Code; (ii) treat all CI Group employees, customers and business partners in an honest and fair manner; (iii) avoid situations where your personal interests are, or appear to be, in conflict with the CI Group interests; and (iv) safeguard and properly use the CI Group’s proprietary and confidential information, assets and resources, as well as those of the CI Group’s customers and business partners.
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However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that the CI Group has a way to approach a new question or problem. These are the steps to keep in mind:
· | Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. |
· | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will help you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense - if something seems unethical or improper, it probably is. |
· | Clarify your responsibility and role. Are you qualified to do what is being asked? In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
· | Discuss the problem with your supervisor or department head. This is the basic guidance for all situations. In many cases, your supervisor or department head will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is their responsibility to help solve problems. |
· | You may report ethical violations in confidence and without fear of retaliation. As described in more detail below, if your situation requires that your identity be kept secret, your anonymity will be protected. The CI Group does not permit retaliation of any kind against employees for good faith reports of ethical violations or breaches of rules, policies, regulations or laws. |
· | Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act. |
· | Sources of assistance: If you need any further guidance, please contact Head Office at (416) 364-1145 or 1-800-268-9374 to consult any of the following as you believe appropriate: |
· |
Chief Talent Officer
CI Financial Corp. 15 York Street, Second Floor Toronto, Ontario M5J 0A3 |
· |
President
CI Financial Corp. 2 Queen Street East, Twentieth Floor Toronto, Ontario M5C 3G7 |
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· |
Chief Executive Officer
CI Financial Corp. 2 Queen Street East, Twentieth Floor Toronto, Ontario M5C 3G7 |
· |
Chairman of the Board
CI Financial Corp. 2 Queen Street East, Twentieth Floor Toronto, Ontario M5C 3G7 |
· |
Lead Director
of the Board of Directors
CI Financial Corp. c/o 2 Queen Street East, Twentieth Floor Toronto, Ontario M5C 3G7 ci@muir99.com (The Lead Director’s email is a private email and is not associated with CI’s email or IT infrastructure) |
· |
Chief Legal Officer
CI Financial Corp. 2 Queen Street East, Nineteenth Floor Toronto, Ontario M5C 3G7 |
4. | Reporting any Illegal or Unethical Behaviour |
The CI Group has a strong commitment to the conduct of its business in a lawful and ethical manner. As described above under “Compliance Procedures”, CI Personnel are expected to talk to supervisors, department heads or other appropriate personnel about observed illegal or unethical behaviour and when in doubt about the best course of action in a particular situation. It is the policy of the CI Group not to allow retaliation for reports of misconduct by others made in good faith. It is, at the same time, unacceptable to file a report knowing that it is false. CI Personnel will be protected from retaliation or reprisal if they, in good faith, report actual, suspected or perceived breaches of this Code, or problems with CI Group policies, procedures or controls. CI Personnel are required to cooperate in internal investigations of misconduct. Any individual who has been found to have engaged in retaliation against any CI Personnel for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationships. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Compliance Procedures” section above.
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Generally
If you believe that you may have breached this Code or have observed:
· | a breach of this Code by any CI Personnel; or |
· | a serious weakness or deficiency in the CI Group’s policies, procedures or controls which might enable breaches to occur or go undetected, |
you have a responsibility to the CI Group, your fellow employees and yourself to report it to your supervisor, that employee’s supervisor or to the Head of the Human Resources Department.
Failure to report a known breach of this Code may result in serious consequences. If a problem or irregularity under this Code has been referred to you, you must resolve the issue or refer it appropriately using the chain of communication referred to in this Code.
The CI Group recognizes that, from time to time, you may be uncertain about an appropriate course of action. In all such cases, immediately seek the advice of your supervisor or department head.
Reportable Matters
The CI Group is committed to complying with all applicable legal and regulatory requirements relating to accounting and auditing controls and procedures. CI Personnel are encouraged to report complaints or concerns regarding accounting or auditing matters through any available channels described in this subsection.
In order to facilitate the reporting of complaints and concerns regarding accounting or auditing matters by CI Personnel, the Company’s Audit and Risk Committee (the “Audit Committee”) has established the following procedures for:
(1) | the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters (“Accounting Matters”); and |
(2) | the confidential, anonymous submission by CI Personnel of concerns regarding questionable Accounting Matters, free from discrimination, retaliation or harassment. |
The Company’s Audit Committee is responsible for the oversight of the receipt and treatment of employee complaints and concerns in this area.
This subsection relates to employee complaints and concerns relating to Accounting Matters, including the following:
· | fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the CI Group; |
· | fraud or deliberate error in the recording and maintaining of financial records of the CI Group; |
· | deficiencies in or non-compliance with the CI Group’s internal accounting controls; |
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· | misrepresentation or false statement to or by a senior officer or accountant of the CI Group regarding a matter contained in the financial records, financial reports or audit reports of the CI Group; |
· | fraud by management or other employees who have a significant role in the CI Group’s internal control over financial reporting; and |
· | deviation from full and fair reporting of the CI Group’s financial condition. |
CI Personnel may submit complaints or concerns regarding an Accounting Matter to the Chief Legal Officer of the Company, or to the Lead Director, as described in more detail below under “Reporting Procedures”. Contact information for the Chief Legal Officer and Lead Director appears above.
The Company’s Governance, Human Resources, and Compensation Committee is responsible for the oversight of the receipt and treatment of employee complaints and concerns or other questionable conduct not regarding Accounting Matters (“Non-Accounting Matters” and, together with Accounting Matters, “Reportable Matters”).
Reporting Procedures
CI Personnel may submit complaints or concerns regarding a Reportable Matter to the Chief Legal Officer of the Company or the Lead Director.
CI Personnel wishing to report a complaint or concern on an anonymous basis to the Chief Legal Officer, may do so by regular mail or by delivery marked “CONFIDENTIAL – TO BE OPENED BY ADDRESSEE ONLY”.
CI Personnel making an anonymous report are guaranteed anonymity in the event of self-identification. However, if a complainant fails to identify himself or herself in his or her complaint and the information provided is insufficient, the Company may not be able to adequately investigate and resolve the complaint.
Further information may be required depending on the nature of the issue and the clarity of the information provided. Allegations made anonymously should contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted.
Reporting to the Lead Director or Others
If any CI Personnel is not comfortable contacting the Chief Legal Officer or believes that the Chief Legal Officer may have a conflict of interest in handling a complaint or concern, or if the Chief Legal Officer is unavailable and the matter is urgent, the CI Personnel may submit his or her complaint or concern by regular mail, by delivery or by email marked “CONFIDENTIAL – TO BE OPENED BY ADDRESSEE ONLY” directly to the Company’s Lead Director whose contact information appears above.
If any CI Personnel would like to contact the Lead Director anonymously, he or she may do so by regular mail, by delivery or by email marked “CONFIDENTIAL – TO BE OPENED BY ADDRESSEE ONLY” to the contact information listed above.
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If the matter concerns the CI Group’s investment funds, CI Personnel may submit his or her complaint or concern marked “CONFIDENTIAL – TO BE OPENED BY ADDRESSEE ONLY” directly to the Chairman of the Independent Review Committee of the investment funds, Mr. James Werry, at James Werry, Chairman of the Board of Governors, CI Investments Inc., c/o 360 Bloor Street East, #804, Toronto, Ontario, M4W 3M3.
Complaint Handling Procedures
Employee complaints and concerns initially received by the Chief Legal Officer will, as a general matter, be copied (or, if received verbally, summarized) and promptly forwarded to the Lead Director (or, in the absence of the Lead Director, to the Chair of the Audit Committee) unless, in the judgment of the Chief Legal Officer, the complaint or concern, upon initial review, (i) is frivolous or not credible, or (ii) even if valid, would not be material to the Company, its financial statements or its internal controls (collectively “Non-Reportable Matter”).
As soon as reasonably practicable following receipt and initial review of an employee complaint or concern, the Chief Legal Officer or, if applicable, the Lead Director will acknowledge receipt of the complaint or concern to the sender, unless sent anonymously. If a determination has been made that the complaint or concern is a Non-Reportable Matter, the complaint or concern will be acknowledged and such determination may be set forth in such acknowledgement.
Complaints and concerns that are determined to not be a Non-Reportable Matter will be investigated, subject to Audit Committee direction and oversight, as applicable, by the Chief Legal Officer or such other persons, which may include outside counsel, as the appropriate committee determines to be appropriate. Confidentiality will be maintained with respect to all employee complaints to the fullest extent reasonably practicable, consistent with the need to conduct an adequate investigation.
Responsive action to an investigated complaint or concern will be determined in the judgment of the Lead Director or the applicable committee. Any action taken (or the decision not to take any action) shall promptly be communicated to the sender of the complaint or concern, if sent on other than anonymous terms.
The Chief Legal Officer and, as applicable, the Lead Director will maintain a written record of all reported complaints and concerns, including their receipt, acknowledgement, investigation and resolution and shall together prepare or cause to be prepared a periodic (but not less than quarterly) summary report of Reportable Matter complaints for the Audit Committee. Copies of the complaints and concerns (and any summary or written record reflecting them) will be maintained for a period of at least five years from receipt. Any member of the applicable committee shall at any time, upon request, be given prompt access to the complete underlying complaint or concern reflected in any written record.
In accordance with the Company’s policies, retaliation of any kind against any CI Personnel who submits in good faith a complaint or concern regarding a Reportable Matter or who assists in good faith in the investigation (whether by the CI Group or any regulatory authority or law enforcement agency) of any alleged wrongdoing involving a Reportable Matter is strictly prohibited.
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Any acts of retaliation should be reported immediately to your supervisor who, in turn, should report the act of retaliation to any of the persons named above. If the employee is uncomfortable reporting to his or her supervisor, believes that his or her supervisor may have a conflict of interest in responding to the retaliation, or the supervisor is unavailable and the matter is urgent, the employee is encouraged to report any act of retaliation to any of the persons named above. Acts of retaliation may result in severe disciplinary action against the individual(s) causing such retaliation, including termination of employment.
5. | Waivers of the Code |
From time to time, the CI Group may waive certain provisions of this Code. Any waiver of this Code for directors or executive officers of the Company may be made only by the Board of Directors of the Company (or a committee of the Board to whom that authority has been delegated) and will be disclosed promptly as required by law or stock exchange regulation, and may include the filing of a material change report describing the date of the waiver, the parties involved, the reasons of the Board of Directors for approving the waiver or not sanctioning the respective departure and any measures taken by the Board of Directors to address the situation.
Last updated: November 10, 2020
Exhibit 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS | September 30, 2020
| MANAGEMENT’S DISCUSSION & ANALYSIS |
This Management’s Discussion and Analysis (“MD&A”) dated November 12, 2020 presents an analysis of the financial position of CI Financial Corp. and its subsidiaries (“CI”) as at September 30, 2020, compared with December 31, 2019, and the results of operations for the quarter ended September 30, 2020, compared with the quarter ended September 30, 2019 and the quarter ended June 30, 2020.
CI’s Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Amounts are expressed in Canadian dollars. The principal subsidiaries referenced herein include CI Investments Inc. (“CI Investments”) and Assante Wealth Management (Canada) Ltd. (“AWM” or “Assante”). CI has two reportable segments: Asset Management and Wealth Management (formerly Asset Administration). These segments reflect CI’s current internal financial reporting, performance measurement, and strategic priorities. The Asset Management segment of the business includes the operating results and financial position of CI Investments and its subsidiaries, as well as the operating results and financial position of GSFM Pty Limited (“GSFM”). First Asset Investment Management Inc., formerly a subsidiary of CI Investments, was amalgamated on July 1, 2019. CI ETF Investment Management Inc. (“CI ETF”), formerly WisdomTree Asset Management Canada, Inc. and a subsidiary of CI Investments, was amalgamated on July 1, 2020. The Wealth Management segment includes the operating results and financial position of AWM and its subsidiaries, including Assante Capital Management Ltd. (“ACM”) and Assante Financial Management Ltd. (“AFM”), as well as the operating results and financial position of CI Investment Services Inc. (“CI Investment Services”, formerly BBS Securities Inc.), WealthBar Financial Services Inc., operating as CI Direct Investing (“CI Direct Investing”), Surevest LLC (“Surevest”), OCM Capital Partners LLC (“One Capital”), The Cabana Group LLC (“Cabana”), Congress Wealth Management LLC (“Congress”), and Balasa Dinverno Foltz LLC (“BDF”). CI Private Counsel LP (“CIPC”), previously included in the Asset Management segment, is included in the Wealth Management segment effective January 1, 2020. The impact of this change was to move revenue of approximately $51.0 million and related expenses to the Wealth Management segment in the nine months ended September 30, 2020. The operating results of prior periods have been restated for comparative purposes.
This MD&A contains forward-looking statements concerning anticipated future events, results, circumstances, performance or expectations with respect to CI Financial Corp. and its products and services, including its business operations, strategy and financial performance and condition. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar references to future periods, or conditional verbs such as “will”, “may”, “should”, “could” or “would”. These statements are not historical facts but instead represent management beliefs regarding future events, many of which by their nature are inherently uncertain and beyond management’s control. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties. The material factors and assumptions applied in reaching the conclusions contained in these forward-looking statements include that the investment fund industry will remain stable and that interest rates will remain relatively stable. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market conditions, including interest and foreign exchange rates, global financial markets, the impact of the coronavirus pandemic, changes in government regulations or in tax laws, industry competition, technological developments and other factors described or discussed in CI’s disclosure materials filed with applicable securities regulatory authorities from time to time.
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The foregoing list is not exhaustive and the reader is cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, CI undertakes no obligation to update or alter any forward-looking statement after the date on which it is made, whether to reflect new information, future events or otherwise.
This MD&A includes several non-IFRS financial measures that do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. CI believes that these financial measures provide information that is useful to investors in understanding CI’s performance and facilitate a comparison of quarterly and full year results from period to period. Descriptions of these non-IFRS measures and reconciliations to the nearest IFRS measure, where necessary, are provided in the “Non-IFRS Measures” section of this MD&A. Note that figures in tables may not add due to rounding.
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BUSINESS OVERVIEW
CI is a diversified wealth management firm and one of Canada’s largest independent asset management companies. CI’s principal business is the management, marketing, distribution and administration of investment products for Canadian investors. CI also provides financial advice, tax, retirement, estate and wealth planning services in Canada through Assante, CIPC, CI Direct Investing, and in the United States through Surevest, One Capital, Cabana, Congress, and BDF. In addition, CI has asset management operations in Australia through its subsidiary GSFM. CI’s products are distributed primarily through brokers, independent financial planners and insurance advisors, including ACM and AFM financial advisors. CI operates through two business segments, Asset Management and Wealth Management.
The Asset Management segment provides the majority of CI’s income and derives its revenue principally from the fees earned on the management of investment funds and other fee-earning investment products. CI uses in-house teams and external investment managers to provide portfolio management services. These investment managers typically have long careers in the industry as well as extensive track records with CI. This lineup of investment managers provides a wide selection of styles and areas of expertise for CI’s funds.
The Wealth Management segment (previously called Asset Administration) was renamed to better reflect CI’s performance measurement and business strategy, and now includes the results of operations of CIPC (previously in Asset Management). The Wealth Management segment derives its revenue principally from fees and commissions from ongoing service, financial planning and advice (which may include investment management services), and on the sale of investment funds and other financial products. Prior results have been restated for comparative purposes.
BUSINESS STRATEGY
In the fourth quarter of 2019, CI Financial announced a new strategic direction for the company, with the introduction of three strategic priorities:
• | Modernize the asset management business |
• | Expand the wealth management platform |
• | Globalize the company |
In establishing these priorities, CI sought input from a series of critical sources, including employees, clients, shareholders and industry analysts, and incorporated insights from observing market dynamics and industry trends. Each strategic priority builds on CI’s existing extensive capabilities to take advantage of opportunities in the marketplace.
A key factor in CI’s focus on modernizing its asset management business is that the rate and pace of change in the industry is at an all-time high, due to changes in demographics and investor preferences, changing client expectations for service and support, and ongoing regulatory change. This environment requires new services, new products and new approaches to meet investors’ changing needs.
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CI also believes that the role of the advisor is more important than ever. As consumers' lives become increasingly complex and digital, CI’s breadth of capabilities uniquely positions the firm to be Canada's market leader; this is why expanding its wealth management platform is a strategic priority.
With scale becoming increasingly important in the industry and difficult to achieve in Canada alone, CI is globalizing the company. This strategic priority will also help the firm secure access to global talent to complement its existing capabilities.
In executing its strategy, the firm is leveraging its strategic foundation comprised of people, technology, speed and financial strength. By deploying its human capital and capabilities, driving advanced technology into everything the firm does, embedding new ways of working to be faster and more nimble, and maximizing the benefits of its financial strength, CI intends to maintain and grow its leadership in the asset management and wealth management industries.
As CI evolves to meet the challenges of a rapidly changing investment industry, it continues to make significant investments in key areas of the business to drive growth and broaden revenue opportunities, while prudently controlling expenditures.
On November 5, 2020, CI announced that it had applied to list its common shares on the New York Stock Exchange (the "NYSE"). The listing on the NYSE will broaden CI's investor base and increase CI's corporate profile in the U.S. market. The listing will also allow CI to offer stock as part of the purchase price for future U.S. acquisitions. In connection with the intended listing on the NYSE, CI has filed a registration statement on Form 40-F (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC"). Any listing of CI’s common shares on the NYSE will be subject to the SEC declaring the Registration Statement effective, CI attaining the approval of the NYSE and the satisfaction of applicable listing and regulatory requirements, which all remain pending as of the date of these financial statements.
COVID-19 IMPACT
The COVID-19 pandemic has contributed to significant volatility in the financial markets. CI activated its business continuity plan in early March to mitigate risks, maintain operational efficiency and service levels, and address the health and safety concerns of our employees, clients and advisors. The extent to which CI’s business, financial condition and results of operations will be impacted by the COVID-19 pandemic, including attempts to mitigate its effects, is uncertain and will depend on future developments, which continues to be unpredictable and rapidly evolving. A more detailed discussion can be found in “Business Continuity Risk” of the “Risk Management” section of this report.
KEY PERFORMANCE DRIVERS
Total assets under management (“total AUM”) includes core assets under management (“core AUM”) and U.S. assets under management. The key performance indicator for the Asset Management segment is the level of core AUM, and for the Wealth Management segment, the level of wealth management assets. CI’s total AUM and wealth management assets are primarily driven by fund performance, gross sales and redemptions of investment products, attracting new clients and the addition of new assets from current clients. As most of CI’s revenues and expenses are based on daily asset levels throughout the year, average assets for a particular period are critical to the analysis of CI’s financial results. While some expenses, such
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as trailer fees, vary directly with the level of AUM, a portion of CI’s expenses do not, such as a portion of overhead, discretionary spend, and deferred sales commissions. Over the long term, CI manages the level of its discretionary spend to be consistent with, or below, the growth in its revenue. In any given period, CI may choose to make investments in people or technology that benefit the long-term growth of the company.
CI uses several performance indicators to assess its results. These indicators are described throughout the results of operations and the discussion of the two operating segments and include the following measures prescribed by IFRS: net income and earnings per share; and measures not prescribed by IFRS: adjusted net income, adjusted earnings per share, operating cash flow, free cash flow, EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, dealer gross margin, net debt, asset management margin, and SG&A efficiency margin. Descriptions of these non-IFRS measures and reconciliations to IFRS are provided below.
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NON-IFRS MEASURES
CI reports certain financial information using non-IFRS measures as CI believes that these financial measures provide information that is useful to investors in understanding CI’s performance and facilitate a comparison of quarterly and full-year results from period to period.
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
CI defines adjusted net income as net income, net of non-controlling interest, and net of other provisions and adjustments. CI uses adjusted net income and adjusted earnings per share to compare underlying profitability for different periods.
TABLE 1: ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
[millions of dollars, except per share amounts] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Net Income attributable to shareholders | 130.6 | 120.2 | 139.0 | |||||||||
Adjusted net income | 130.6 | 120.2 | 139.0 | |||||||||
Adjusted earnings per share | 0.62 | 0.56 | 0.60 |
OPERATING CASH FLOW AND FREE CASH FLOW
CI measures its operating cash flow before the change in operating assets and liabilities, and the actual cash amount paid for interest and income taxes, as these items often distort the cash flow generated during the period. Operating assets and liabilities are affected by seasonality, the timing of interest payments depends on terms in specific debt instruments, and tax installments paid may differ materially from the cash tax accrual.
Free cash flow is calculated as operating cash flow, net of non-controlling interest, and net of other provisions and adjustments. CI uses this measure, among others, when determining how to deploy capital.
TABLE 2: OPERATING CASH FLOW AND FREE CASH FLOW
[millions of dollars] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Cash provided by operating activities | 140.1 | 208.7 | 127.7 | |||||||||
Add: | ||||||||||||
Income taxes paid | 7.8 | (0.4 | ) | 69.6 | ||||||||
Interest paid | 17.3 | 10.9 | 12.4 | |||||||||
Less: | ||||||||||||
Net change in non-cash working capital | 21.0 | 90.6 | 65.0 | |||||||||
Operating cash flow | 144.4 | 128.5 | 144.7 | |||||||||
Less: | ||||||||||||
Non-controlling interest | 0.4 | 0.2 | — | |||||||||
Free cash flow | 143.9 | 128.3 | 144.7 |
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EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
CI uses EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted EBITDA, which it defines as EBITDA, net of non-controlling interest and other provisions and adjustments, to assess its underlying profitability prior to the impact of its financing structure, income taxes and amortization and depreciation. This permits comparisons of companies within the industry, normalizing for different financing methods and levels of taxation. Adjusted EBITDA is a measure of operating performance, a facilitator for valuation and a proxy for cash flow. Adjusted EBITDA margin expresses adjusted EBITDA as a percentage of total revenue.
TABLE 3: EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
[millions of dollars, except per share amounts] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Net Income | 130.2 | 119.8 | 138.8 | |||||||||
Add: | ||||||||||||
Interest and lease finance | 17.3 | 15.8 | 13.8 | |||||||||
Provision for income taxes | 46.1 | 41.1 | 47.4 | |||||||||
Amortization and depreciation1 | 11.5 | 10.0 | 8.2 | |||||||||
EBITDA | 205.1 | 186.6 | 208.2 | |||||||||
EBITDA per share | 0.97 | 0.86 | 0.90 | |||||||||
Less: | ||||||||||||
Non-controlling interest | 0.5 | 0.4 | — | |||||||||
Adjusted EBITDA | 204.5 | 186.3 | 208.2 | |||||||||
Adjusted EBITDA per share | 0.97 | 0.86 | 0.90 | |||||||||
Total revenue | 509.4 | 475.4 | 528.6 | |||||||||
Adjusted EBITDA Margin | 40.2 | % | 39.2 | % | 39.4 | % |
1Includes $0.4 million for amortization of equity accounted investments
NET DEBT
CI calculates net debt as long-term debt (including the current portion) less cash and marketable securities, net of cash required for regulatory purposes and non-controlling interests. Net debt is a measure of leverage and CI uses this measure to assess its financial flexibility.
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TABLE 4: NET DEBT
As at | As at | |||||||
[millions of dollars] | Sep. 30, 2020 | Dec. 31, 2019 | ||||||
Current portion of long-term debt | 393.9 | 449.5 | ||||||
Long-term debt | 1,568.5 | 1,155.0 | ||||||
1,962.4 | 1,604.5 | |||||||
Less: | ||||||||
Cash and short-term investments | 209.3 | 118.4 | ||||||
Marketable securities, excluding CI Investment Services’ securities owned, at market | 108.2 | 118.2 | ||||||
Add: | ||||||||
Regulatory capital and non-controlling interests | 23.7 | 14.7 | ||||||
Net Debt | 1,668.6 | 1,382.6 |
DEALER GROSS MARGIN
CI monitors its operating profitability on the revenues earned within its Wealth Management segment by measuring its dealer gross margin, which is calculated as administration fee revenue less investment dealer fees, divided by administration fee revenue (all figures before inter-segment eliminations). CI uses this measure to assess the profitability of the Wealth Management segment before SG&A expenses.
TABLE 5: DEALER GROSS MARGIN
[millions of dollars] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Administration fees | 128.2 | 113.9 | 115.0 | |||||||||
Less: | ||||||||||||
Investment dealer fees | 94.1 | 84.8 | 86.2 | |||||||||
34.1 | 29.1 | 28.9 | ||||||||||
Dealer gross margin | 26.6 | % | 25.5 | % | 25.1 | % |
ASSET MANAGEMENT MARGIN
CI assesses the overall performance of the asset management segment using a trailing 12-month asset management margin, where deferred sales commissions, trailer fees, and SG&A expenses are deducted from management fees and measured as a percentage of management fees (all figures are before inter-segment eliminations). This removes distortion caused by other revenues and expenses, eliminates the financing impact of back-end load funds, and eliminates revenue mix variances because it is measured as a percentage of management fees and not average AUM. Using a trailing 12-month margin eliminates any seasonality associated with SG&A expenses.
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TABLE 6: ASSET MANAGEMENT MARGIN
[millions of dollars - trailing 12 months] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Management fees | 1,681.2 | 1,718.9 | 1,811.1 | |||||||||
Less: | ||||||||||||
Deferred sales commissions paid | 9.1 | 10.4 | 15.0 | |||||||||
Trailer fees | 547.3 | 558.4 | 585.3 | |||||||||
Net management fees | 1,124.8 | 1,150.2 | 1,210.9 | |||||||||
Less: | ||||||||||||
SG&A expenses | 327.1 | 343.2 | 380.7 | |||||||||
797.7 | 807.0 | 830.2 | ||||||||||
Asset management margin | 47.4 | % | 46.9 | % | 45.8 | % |
SG&A EFFICIENCY MARGIN
CI uses a trailing 12-month SG&A efficiency margin to assess its costs relative to management fees earned, net of deferred sales commissions and trailer fees, which are not directly controllable by CI. SG&A expenses are subtracted from these net management fees and the remainder is measured as a percentage of net management fees. Using a trailing 12-month margin eliminates any seasonality associated with SG&A expenses.
TABLE 7: SG&A EFFICIENCY MARGIN
[millions of dollars - trailing 12 months] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
|||||||||
Management fees | 1,681.2 | 1,718.9 | 1,811.1 | |||||||||
Less: | ||||||||||||
Deferred sales commissions paid | 9.1 | 10.4 | 15.0 | |||||||||
Trailer fees | 547.3 | 558.4 | 585.3 | |||||||||
Net management fees | 1,124.8 | 1,150.2 | 1,210.9 | |||||||||
Less: | ||||||||||||
SG&A expenses | 327.1 | 343.2 | 380.7 | |||||||||
797.7 | 807.0 | 830.2 | ||||||||||
SG&A efficiency margin | 70.9 | % | 70.2 | % | 68.6 | % |
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ASSETS AND SALES
CI is one of Canada’s largest independent investment fund companies with total assets under management of $128.3 billion and wealth management assets of $66.1 billion at September 30, 2020, as shown in Table 8. Core assets under management represents assets managed by CI Investments and GSFM. Operating results related to core assets under management are included in the Asset Management segment. U.S. assets under management are included in the Wealth Management segment as the related revenues are part of a holistic fee charged to clients for providing wealth management services. The operating results of CIPC, previously included in the Asset Management segment, are included in the Wealth Management segment effective January 1, 2020. Assets and sales for the prior periods have been restated, in the respective segments, for comparative purposes.
Assets under management decreased 1% year over year and increased 2% quarter over quarter. The change in assets under management was attributable to positive fund performance and the acquisitions of CI ETF (formerly WisdomTree Asset Management Canada Inc.), One Capital, and Cabana, partially offsetting net redemptions of funds year over year, and more than offsetting net redemptions quarter over quarter. The 37% increase in wealth management assets from last year was mainly due to the acquisitions of Surevest, One Capital, Cabana, Congress, and BDF. Total assets, which include mutual, segregated, separately managed accounts, structured products, exchange-traded funds, pooled funds and wealth management assets, were $194.4 billion at September 30, 2020, up $16.7 billion from $177.7 billion at September 30, 2019.
TABLE 8: TOTAL ASSETS
As at | As at | |||||||||||
[billions of dollars] | September 30, 2020 | September 30, 2019 | % change | |||||||||
Core assets under management1 | 123.6 | 129.6 | (5 | ) | ||||||||
U.S. assets under management | 4.7 | — | nmf | |||||||||
Total assets under management | 128.3 | 129.6 | (1 | ) | ||||||||
Canadian wealth management | 51.2 | 48.1 | 6 | |||||||||
U.S. wealth management | 14.9 | — | nmf | |||||||||
Total wealth management assets | 66.1 | 48.1 | 37 | |||||||||
Total assets | 194.4 | 177.7 | 9 |
1 Includes $28.9 billion of assets managed by CI and held by clients of advisors with Assante and CIPC as at September 30, 2020 ($27.7 billion at September 30, 2019).
Financial markets enjoyed a period of relative calm and optimism through the summer of 2020. Equity prices in many markets continued to improve from the pandemic-related sell-off in the first quarter, with some sectors moving sharply higher as lockdown restrictions eased and economic activity gradually resumed. However, investor concerns resurfaced toward the end of the third quarter on growth in the numbers of COVID-19 infections, uncertainty related to the upcoming U.S. presidential election, and the expected economic stress of reductions in government supports for businesses and individuals.
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Most global equity markets started the quarter positively, led largely by investor optimism for sectors expected to benefit from current conditions, such as technology and health care. The S&P 500 Index, a broad representation of the U.S. equity market, reached an all-time high in early September before volatility resurfaced as the quarter drew to a close. The U.S. index finished the three-month period up 6.2% for the quarter and 8.3% for the year-to-date in Canadian dollar terms. The MSCI World Index, which reflects returns for developed equity markets around the globe, followed a similar path, and was up 5.4% for the quarter and 4.8% for the year-to-date in Canadian dollar terms.
In Canada, the S&P/TSX Composite Index also trended higher through much of the summer, buoyed by sectors such as materials (precious metals), industrials (transportation companies) and consumer staples. Despite continued weakness in the energy sector and broader market volatility later in the quarter, the Canadian benchmark finished three-month period with a gain of 4.7% but remained down 3.1% for the year-to-date.
Central banks around the world continued to gauge the ongoing economic impact of the pandemic in setting monetary policy. The U.S. Federal Reserve, for example, noted that the U.S. economy had picked up considerably, but much depends on the confidence of consumers to spend. The central bank indicated that it would allow inflation to exceed 2% as the economy recovers and that its target interest rate would be left unchanged at 0-0.25% for “an extended period.” The Bank of Canada also kept its benchmark interest rate steady during the third quarter at 0.25% and said it would continue its large-scale government bond purchase program designed to promote liquidity in the financial system. The decline in interest rates has supported bond prices, resulting in the FTSE Canada Universe Bond Index, a broad measure of Canadian government and corporate bonds, returning 0.4% for the quarter and 8% for the year-to-date.
The change in AUM during each of the past five quarters is detailed in Table 9 and a breakdown of CI’s sales is provided in Table 10.
TABLE 9: CHANGE IN TOTAL ASSETS UNDER MANAGEMENT
[billions of dollars] |
Quarter ended
Sep. 30, 2020 |
Quarter ended
Jun. 30, 2020 |
Quarter ended
Mar. 31, 2020 |
Quarter ended
Dec. 31, 2019 |
Quarter ended
Sep. 30, 2019 |
|||||||||||||||
Assets under management, beginning | 125.563 | 111.065 | 131.741 | 129.615 | 129.827 | |||||||||||||||
Gross sales | 4.320 | 3.998 | 5.103 | 4.430 | 3.505 | |||||||||||||||
Redemptions | 6.330 | 5.910 | 7.824 | 6.324 | 5.057 | |||||||||||||||
Net sales | (2.010 | ) | (1.911 | ) | (2.721 | ) | (1.894 | ) | (1.553 | ) | ||||||||||
Acquisitions (divestitures) | — | 3.957 | 1.033 | — | — | |||||||||||||||
Fund performance | 4.759 | 12.452 | (18.988 | ) | 4.020 | 1.341 | ||||||||||||||
Assets under management, ending | 128.312 | 125.563 | 111.065 | 131.741 | 129.615 | |||||||||||||||
Average assets under management | 129.021 | 120.104 | 127.163 | 130.542 | 129.426 | |||||||||||||||
Core assets under management, ending | 123.605 | 121.286 | 111.065 | 131.741 | 129.615 | |||||||||||||||
Core average assets under management | 124.626 | 118.413 | 127.163 | 130.542 | 129.426 |
CI reported $2.0 billion in overall net redemptions for the third quarter of 2020. CI’s Canadian retail business, excluding products closed to new investors, had $1.4 billion in net redemptions, relatively unchanged versus the third quarter of 2019. CI’s Canadian institutional business had net redemptions of $1.1 billion, an increase of $0.7 billion from the same quarter a
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
year ago. Consistent with CI’s previous quarter, nearly all the institutional redemptions came from bank and insurance-owned asset managers with in-house internal investment teams. GSFM had $0.4 billion of net sales for the third quarter of 2020, and CI’s U.S. RIA business had $0.3 billion in net sales. CI’s closed business, comprised primarily of segregated fund contracts that are no longer available for sale, had $0.2 billion in net redemptions for the quarter.
TABLE 10: SALES BREAKDOWN
Quarter ended September 30, 2020 | Quarter ended September 30, 2019 | |||||||||||||||||||||||
[millions of dollars] | Gross Sales | Redemptions | Net Sales | Gross Sales | Redemptions | Net Sales | ||||||||||||||||||
Canadian Business | ||||||||||||||||||||||||
Retail | 2,877 | 4,317 | (1,441 | ) | 2,595 | 4,021 | (1,425 | ) | ||||||||||||||||
Institutional | 482 | 1,571 | (1,089 | ) | 301 | 699 | (398 | ) | ||||||||||||||||
3,358 | 5,888 | (2,530 | ) | 2,897 | 4,719 | (1,823 | ) | |||||||||||||||||
GSFM | ||||||||||||||||||||||||
Retail | 196 | 134 | 62 | 127 | 89 | 38 | ||||||||||||||||||
Institutional | 353 | 30 | 323 | 468 | 11 | 457 | ||||||||||||||||||
549 | 164 | 385 | 594 | 99 | 495 | |||||||||||||||||||
U.S. RIAs | 403 | 113 | 291 | — | — | — | ||||||||||||||||||
Closed Business | 10 | 165 | (155 | ) | 14 | 239 | (225 | ) | ||||||||||||||||
Total | 4,320 | 6,330 | (2,010 | ) | 3,505 | 5,057 | (1,553 | ) |
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
RESULTS OF OPERATIONS
The table below presents the consolidated results of operations of CI.
TABLE 11: SUMMARY OF QUARTERLY RESULTS
[millions of dollars, except per share amounts] | 2020 | 2019 | 2018 | |||||||||||||||||||||
Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |||||||||||||||||
INCOME STATEMENT DATA | ||||||||||||||||||||||||
Management fees | 410.4 | 386.9 | 422.6 | 447.3 | 448.4 | 451.0 | 442.4 | 456.4 | ||||||||||||||||
Administration fees | 86.8 | 75.9 | 76.2 | 78.2 | 73.2 | 71.7 | 69.5 | 69.5 | ||||||||||||||||
Other revenues | 12.1 | 12.7 | 0.5 | 10.8 | 7.0 | 8.2 | 14.9 | 3.2 | ||||||||||||||||
Total revenues | 509.4 | 475.4 | 499.3 | 536.3 | 528.6 | 530.9 | 526.8 | 529.2 | ||||||||||||||||
Selling, general & administrative | 108.8 | 109.0 | 115.0 | 113.8 | 124.6 | 124.8 | 126.1 | 123.5 | ||||||||||||||||
Trailer fees | 128.0 | 121.0 | 131.1 | 138.7 | 139.1 | 140.4 | 136.9 | 141.0 | ||||||||||||||||
Investment dealer fees | 60.3 | 53.6 | 52.5 | 55.4 | 51.7 | 50.6 | 48.5 | 48.5 | ||||||||||||||||
Deferred sales commissions paid | 1.4 | 1.4 | 3.2 | 2.4 | 2.6 | 3.1 | 4.6 | 3.9 | ||||||||||||||||
Interest and lease finance | 17.3 | 15.8 | 14.6 | 14.2 | 13.8 | 13.7 | 13.7 | 12.4 | ||||||||||||||||
Amortization and depreciation | 11.0 | 10.0 | 8.6 | 8.2 | 8.2 | 8.3 | 8.2 | 5.4 | ||||||||||||||||
Other expenses | 6.2 | 3.8 | 11.0 | 2.3 | 2.4 | 37.4 | 1.6 | 3.1 | ||||||||||||||||
Total expenses | 333.0 | 314.6 | 335.9 | 335.2 | 342.4 | 378.5 | 339.6 | 337.8 | ||||||||||||||||
Income before income taxes | 176.3 | 160.8 | 163.4 | 201.1 | 186.2 | 152.4 | 187.2 | 191.4 | ||||||||||||||||
Income taxes | 46.1 | 41.1 | 43.5 | 53.8 | 47.4 | 40.9 | 47.2 | 51.0 | ||||||||||||||||
Non-controlling interest | (0.4 | ) | (0.4 | ) | (0.3 | ) | (0.3 | ) | (0.2 | ) | (0.3 | ) | (0.1 | ) | — | |||||||||
Net income attributable to shareholders | 130.6 | 120.2 | 120.2 | 147.5 | 139.0 | 111.9 | 140.0 | 140.3 | ||||||||||||||||
Earnings per share | 0.62 | 0.56 | 0.55 | 0.66 | 0.60 | 0.47 | 0.58 | 0.57 | ||||||||||||||||
Diluted earnings per share | 0.61 | 0.55 | 0.54 | 0.65 | 0.60 | 0.47 | 0.58 | 0.57 | ||||||||||||||||
Dividends paid per share | 0.18 | 0.18 | 0.18 | 0.18 | 0.18 | 0.18 | 0.18 | 0.18 |
For the quarter ended September 30, 2020, CI reported net income attributable to shareholders of $130.6 million ($0.62 per share) down from $139.0 million ($0.60 per share) for the quarter ended September 30, 2019 and up from $120.2 million ($0.56 per share) for the quarter ended June 30, 2020 as seen in Table 11 above. The decrease from the prior year was mainly due to lower management fees resulting from lower average AUM and the increase from the prior quarter was mainly due to higher average AUM and an increase in client based revenue from the wealth management segment.
CI’s total revenue was $509.4 million in the third quarter of 2020, a decrease of 3.6% when compared to total revenue of $528.6 million in the same period in 2019. On a consecutive quarter basis, total revenue increased 7.1%. The decrease from the prior year was mainly due to lower management fees from lower average AUM, offset by the additions of Surevest, One Capital, Cabana, Congress, and BDF. The increase from the prior quarter was mainly due to higher asset-based revenue from
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
higher average assets, as well as the inclusion of a full quarter’s results of One Capital and Cabana, and the acquisitions of Congress and BDF during the quarter.
For the quarter ended September 30, 2020, SG&A expenses were $108.8 million, down 12.6% from $124.6 million in the same quarter of 2019 and flat from $109.0 million in the prior quarter. The change in SG&A from last year was primarily a result of lower variable SG&A resulting from lower average AUM and prudent expense management, offsetting the increase from acquisitions made during the quarter. The sequential change in SG&A was a result of the acquisitions made in the Wealth Management segment, offset by cost containment efforts. As an annualized percentage of average core AUM, SG&A expenses were 0.347%, down from 0.382% for the third quarter of last year and down from 0.370% for the prior quarter.
In the third quarter of 2020, CI paid $1.4 million in deferred sales commissions, compared with $2.6 million in the same quarter of 2019 and $1.4 million in the prior quarter. Consistent with the Canadian mutual fund industry, CI’s sales into deferred load funds have been steadily decreasing over the past decade.
Interest expense of $17.3 million was recorded for the quarter ended September 30, 2020 compared with $13.8 million for the quarter ended September 30, 2019 and $15.8 million for the quarter ended June 30, 2020. The change in interest expense reflects the changes in average debt levels and interest rates, as discussed under the Liquidity and Capital Resources section.
For the third quarter of 2020, CI recorded $46.1 million in income tax expense for an effective tax rate of 26.1% compared to $47.4 million, or 25.4%, in the third quarter of 2019, and $41.1 million, or 25.5%, in the prior quarter.
ASSET MANAGEMENT SEGMENT
The Asset Management segment is CI’s principal business segment and its operating results are presented in Table 12. This segment excludes U.S. assets under management, as the related revenues are part of a holistic fee charged to clients for providing wealth management services. Accordingly, the key performance indicator for the asset management segment is the level of core AUM. As of January 1, 2020, the operating results of CI Private Counsel LP (previously included in the Asset Management segment) are included in the Wealth Management segment and operating results in the prior periods have been restated for comparative purposes.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
TABLE 12: RESULTS OF OPERATIONS - ASSET MANAGEMENT SEGMENT
[millions of dollars] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
||||||
Management fees | 414.1 | 390.1 | 451.8 | ||||||
Other revenue | 4.0 | 2.3 | (2.7 | ) | |||||
Total revenue | 418.1 | 392.4 | 449.2 | ||||||
Selling, general and administrative | 78.4 | 79.5 | 94.5 | ||||||
Trailer fees | 135.3 | 127.7 | 146.3 | ||||||
Deferred sales commissions paid | 1.5 | 1.5 | 2.8 | ||||||
Amortization and depreciation | 6.0 | 6.2 | 5.4 | ||||||
Other expenses | 3.7 | 3.2 | 1.8 | ||||||
Total expenses | 224.9 | 218.1 | 250.9 | ||||||
Non-controlling interest | 0.1 | 0.2 | 0.2 | ||||||
Income before taxes and non-segmented items | 193.1 | 174.0 | 198.1 |
Revenues
Revenues from management fees were $414.1 million for the quarter ended September 30, 2020, a decrease of 8.3% from $451.8 million for the quarter ended September 30, 2019 and an increase of 6.2% from $390.1 million for the quarter ended June 30, 2020. Net of inter-segment amounts, management fees were $410.4 million for the third quarter of 2020, versus $448.4 million for the third quarter of 2019, and $386.9 million for the second quarter of 2020. The decrease in management fees from the prior year was due to a decline in core average AUM and the management fee rate, and the increase in management fees from the prior quarter was mainly due to an increase in core average AUM. Net management fees (management fees less trailer fees and deferred sales commissions) as a percentage of core average AUM were 0.885%, down from 0.928% for the third quarter last year and relatively unchanged from 0.886% for the prior quarter.
For the quarter ended September 30, 2020, other revenue was $4.0 million versus $(2.7) million for the quarter ended September 30, 2019 and $2.3 million for the quarter ended June 30, 2020. The change in other revenue from the prior year was mainly due to $4.8 million of gains on the value of investments recognized this quarter versus losses of $1.2 million in the third quarter of 2019.
Expenses
SG&A expenses for the Asset Management segment were $78.4 million for the quarter ended September 30, 2020, compared with $94.5 million for the third quarter in 2019 and $79.5 million for the prior quarter. The decrease from the prior year was primarily due to lower variable SG&A and management’s efforts to modernize its asset management business and contain costs in this segment. As a percentage of core average AUM, SG&A expenses were 0.250% for the quarter ended September 30, 2020, down from 0.290% for the quarter ended September 30, 2019, and down from 0.270% for the quarter ended June 30, 2020.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
Trailer fees were $135.3 million for the quarter ended September 30, 2020, down 7.5% from $146.3 million for the quarter ended September 30, 2019 and up 6.0% from $127.7 million for the quarter ended June 30, 2020. Net of inter-segment amounts, this expense was $128.0 million for the quarter ended September 30, 2020 versus $139.1 million for the third quarter of 2019 and $121.0 million for the second quarter of 2020. Changes from the prior periods are due to changes in core average AUM.
In the third quarter of 2020, before inter-segment eliminations, CI paid $1.5 million in deferred sales commissions, compared with $2.8 million in the same quarter of 2019 and $1.5 million in the prior quarter. Consistent with the Canadian mutual fund industry, CI’s sales into deferred load funds have been steadily decreasing over the past decade.
Other expenses for the quarter ended September 30, 2020 were $3.7 million, compared to $1.8 million for the quarter ended September 30, 2019 and $3.2 million for the quarter ended June 30, 2020.
On a trailing 12-month basis, CI’s asset management margin was 47.4%, up from 45.8% for the same period last year. CI’s current quarter SG&A efficiency margin was 71.7%, up from 68.8% in the third quarter of last year and up from 69.5% in the prior quarter. The calculations and definitions of asset management margin and SG&A efficiency margin can be found in the “Non-IFRS Measures” section. The asset management margin for the third quarter of 2020 was 48.0% compared to 46.1% in the third quarter of 2019 and 46.5% in the prior quarter. The improvement in CI’s quarterly asset management margins was mainly due to prudent expense management and the modernization of its asset management business.
Income before taxes and non-segmented items for the segment was $193.1 million for the quarter ended September 30, 2020, down 2.5% from $198.1 million in the same period in 2019 and up 11.0% from $174.0 million in the previous quarter.
WEALTH MANAGEMENT SEGMENT
The Wealth Management segment operating results are presented in Table 13. As of January 1, 2020, the operating results of CI Private Counsel LP (previously included in the Asset Management segment) are included in the Wealth Management segment and operating results in the prior periods have been restated for comparative purposes. The results also comprise all revenues and expenses from U.S. wealth management companies, including those derived from the management of investment products.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
TABLE 13: RESULTS OF OPERATIONS - WEALTH MANAGEMENT SEGMENT
[millions of dollars] |
Quarter
ended Sep. 30, 2020 |
Quarter
ended Jun. 30, 2020 |
Quarter
ended Sep. 30, 2019 |
||||||
Administration fees | 128.2 | 113.9 | 115.0 | ||||||
Other revenue | 8.1 | 10.4 | 9.6 | ||||||
Total revenue | 136.3 | 124.3 | 124.7 | ||||||
Selling, general and administrative | 34.3 | 32.7 | 33.5 | ||||||
Investment dealer fees | 94.1 | 84.8 | 86.2 | ||||||
Amortization and depreciation | 5.0 | 3.9 | 2.7 | ||||||
Other expenses | 2.6 | 0.6 | 0.6 | ||||||
Total expenses | 135.9 | 122.0 | 123.0 | ||||||
Non-controlling interest | (0.5 | ) | (0.6 | ) | (0.4 | ) | |||
Income before taxes and non-segmented items | 0.8 | 2.9 | 2.1 |
Revenues
Administration fees were $128.2 million for the quarter ended September 30, 2020, an increase of 11.5% from $115.0 million for the same period a year ago and an increase of 12.6% from $113.9 million for the prior quarter. The increase from both comparable periods was related to higher average wealth management assets, the inclusion of One Capital and Cabana for a full quarter, and acquisitions made during the current quarter. Net of inter-segment amounts, administration fee revenue was $86.8 million for the quarter ended September 30, 2020, up from $73.2 million for the quarter ended September 30, 2019 and up from $75.9 million for the quarter ended June 30, 2020.
For the quarter ended September 30, 2020, other revenue was $8.1 million, down from $9.6 million for the quarter ended September 30, 2019 and down from $10.4 million for the prior quarter. Other revenue consists mainly of non-advisor-related activities.
Expenses
Investment dealer fees were $94.1 million for the quarter ended September 30, 2020 compared to $86.2 million for the third quarter of 2019 and $84.8 million for the quarter ended June 30, 2020. Net of inter-segment amounts, investment dealer fees were $60.3 million, up from $51.7 million for the same quarter last year and up from $53.6 million for the prior quarter. Changes from prior periods are consistent with changes in client asset levels and associated administration fee revenues.
As discussed in the “Non-IFRS Measures” section of this MD&A and as set out in Table 5, dealer gross margin was $34.1 million or 26.6% of administration fee revenue for the quarter ended September 30, 2020 compared to $28.9 million or 25.1% for the third quarter of 2019 and $29.1 million or 25.5% for the previous quarter.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
SG&A expenses for the segment were $34.3 million for the quarter ended September 30, 2020 compared to $33.5 million in the third quarter of 2019 and $32.7 million in the second quarter of 2020. Net of inter-segment amounts, SG&A was $30.4 million for the third quarter of 2020, compared with $30.1 million for the third quarter of 2019 and $29.5 million for the second quarter of 2020. The increase in SG&A from both comparable periods was attributable to acquisitions made in the U.S. registered investment advisor business.
Other expenses were $2.6 million for the quarter ended September 30, 2020, up from $0.6 million in the same quarter of 2019 and up from $0.6 million in the second quarter of 2020. The increase in other expenses was largely attributable to higher acquisition-related costs. Depreciation and amortization expenses were $5.0 million for the quarter ended September 30, 2020, up from $2.7 million for the quarter ended September 30, 2019 and up from $3.9 million for the prior quarter. The increase from both prior periods was related to the depreciation of right-of-use assets and amortization of intangibles due to the acquisitions made in the segment.
The Wealth Management segment had income before taxes and non-segmented items of $0.8 million for the quarter ended September 30, 2020, compared to $2.1 million for the third quarter of 2019 and $2.9 million for the prior quarter.
LIQUIDITY AND CAPITAL RESOURCES
CI generated $416.0 million of free cash flow in the first nine months of 2020, compared to $434.8 million for the same period in 2019. Reconciliations of free cash flow to cash provided by operating activities are provided in the “Non-IFRS Measures” section and set out in Table 2.
CI primarily uses cash flow to fund capital expenditures, fund acquisitions, pay down debt, pay dividends on its shares, and repurchase shares through its normal course issuer bid. At current levels of cash flow and anticipated dividend payout rates, CI expects to meet its obligations and support planned business operations.
CI’s cash flows may fluctuate, primarily in the first quarter, as a result of the balance of cash income taxes and incentive compensation related to the prior year being paid at the end of February.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
TABLE 14: SUMMARY OF CASH FLOWS
Nine months ended | Nine months ended | |||||
[millions of dollars] | September 30, 2020 | September 30, 2019 | ||||
Free cash flow | 416.0 | 434.8 | ||||
Less: | ||||||
Investments in marketable securities, net of marketable securities sold | (6.1 | ) | (17.2 | ) | ||
Capital expenditures | 10.8 | 9.9 | ||||
Share repurchases, net of shares issued | 228.1 | 305.8 | ||||
Dividends paid | 117.5 | 129.6 | ||||
(Increase) / decrease in debt | (356.6 | ) | (64.5 | ) | ||
Acquisitions, net of cash acquired | 310.8 | 23.6 | ||||
Working capital and other items | 20.5 | 64.9 | ||||
325.0 | 452.1 | |||||
Net change in cash | 91.0 | (17.3 | ) | |||
Cash at January 1 | 118.4 | 137.2 | ||||
Cash at September 30 | 209.3 | 119.9 |
During the first nine months of 2020, CI invested $15.0 million in marketable securities and received $21.1 million in proceeds from the disposition of marketable securities. Excluding CI Investment Services’ securities owned, at market, the fair value of CI’s investments as of September 30, 2020 was $108.2 million. This was comprised of seed capital investments in CI funds and strategic investments.
During the nine months ended September 30, 2020, CI invested $10.8 million in capital assets, up from $9.9 million in the nine months ended September 30, 2019. These investments related primarily to leasehold improvements and technology.
During the nine months ended September 30, 2020, CI repurchased 12.2 million shares under its normal course issuer bid at a total cost of $228.1 million, or $18.62 per share. CI had 209,719,324 shares outstanding at the end of September, which differs from CI’s TSX-listed shares outstanding of 210,582,825 by the amount of restricted employee shares held in trust.
CI paid dividends of $117.5 million during the nine months ended September 30, 2020. The Board of Directors declared a quarterly dividend of $0.18 per share, payable on April 15, 2021, to shareholders of record on March 31, 2021.
The statement of financial position for CI at September 30, 2020 reflected total assets of $5.044 billion, an increase of $676.1 million from $4.368 billion at December 31, 2019. This change was primarily due to the additions of CI ETF, Surevest, One Capital, Cabana, Congress, and BDF.
CI’s cash and cash equivalents increased by $91.0 million in the first nine months of 2020 to $209.3 million. In May 2020, CI issued $450 million of debentures, to ensure sufficient liquidity during a period of market uncertainty in anticipation of an upcoming maturity in December. In the first nine months of 2020, CI used $310.8 million, net of cash acquired, to fund acquisitions. Accounts receivable and prepaid expenses increased by $17.5 million to $187.7 million as of September 30, 2020. Capital assets increased by $2.1 million during the nine months ended September 30, 2020 as a result of $11.2 million in capital additions, including those from acquisitions, less $9.1 million in amortization.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
Total liabilities increased by $617.3 million during the first nine months of 2020 to $3.486 billion at September 30, 2020. The largest factors impacting liabilities were the increase in debt discussed above and changes to working capital.
At September 30, 2020, CI had $1,969.0 million in outstanding debentures with a weighted average interest rate of 3.32% and a carrying value of $1,962.4 million. On September 30, 2020, CI had drawn nil against its $700 million credit facility. Principal repayments on any drawn amounts are only required at the maturity of the facility, which is December 11, 2021.
Net debt, as discussed in the “Non-IFRS Measures” section and as set out in Table 4, was $1,668.6 million at September 30, 2020, up from $1,382.6 million at December 31, 2019. The average gross debt level for the nine months ended September 30, 2020 was $1,825.0 million, compared to $1,576.4 million for the same period last year.
At September 30, 2020, CI was in a positive working capital position. This, in addition to the availability of its credit facility, reflects the ability of CI to meet its cash flow requirements.
CI’s ratios of debt to adjusted EBITDA and net debt to adjusted EBITDA were 2.4 to 1 and 2.1 to 1, respectively. CI was within its financial covenants with respect to its credit facility, which required that the debt to EBITDA ratio remain below 3.0 to 1, and assets under management not fall below $85 billion, based on a rolling 30-day average.
Shareholders’ equity was $1.522 billion at September 30, 2020, an increase of $28.2 million from December 31, 2019.
RISK MANAGEMENT
CI is exposed to a number of risks that are inherent in the wealth management business. Some factors which introduce or exacerbate risk are within the control of management and others are, by their nature, outside of CI’s direct control but must still be managed. Effective risk management is a key component to achieving CI’s business objectives and protecting company and client assets. It is an ongoing process involving the Board of Directors and the Company’s Risk Management Committee, comprising senior executives from CI’s core business and operating units. The Board has delegated primary responsibility for oversight of risk management to the Audit and Risk Committee of the Board of Directors.
The Risk Management Committee monitors, evaluates and manages risk to provide reasonable assurance to the Board that CI’s business strategies and activities are consistent with its risk appetite. Risk updates are regularly provided to the Audit and Risk Committee of CI’s Board.
CI has developed an enterprise-wide approach to identifying, measuring, monitoring and managing risk. The members of the Risk Management Committee identify and evaluate specific and material risks, applying both a quantitative and a qualitative analysis to assess the likelihood and impact of occurrence of a particular risk event. Once risks have been identified and rated, strategies and procedures are developed to minimize, transfer or avoid negative consequences. These risk mitigation processes are implemented and monitored with each business unit.
The risks described below are not the only risks facing CI. The risks set out below are risks and uncertainties that the Risk Management Committee currently believe could materially affect CI’s future financial performance. The reader should
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
carefully consider the risks described below, and the other information contained in this MD&A, including under the heading “Forward-Looking Statements” before making an investment decision.
MARKET RISK
Market risk is the risk of a financial loss resulting from adverse changes in underlying market factors, such as interest rates, foreign exchange rates, and equity and commodity prices. A description of each component of market risk is described below:
– | Interest rate risk is the risk of gain or loss due to the volatility of interest rates. | ||||
– | Foreign exchange rate risk is the risk of gain or loss due to volatility of foreign exchange rates. | ||||
– | Equity risk is the risk of gain or loss due to the changes in prices and volatility of individual equity instruments and equity indexes. |
CI’s financial performance is indirectly exposed to market risk. Any decline in financial markets or lack of sustained growth in such markets may result in a corresponding decline in the performance of CI’s investment funds and may adversely affect CI’s assets under management, management fees and revenues, which would reduce cash flow to CI and ultimately impact CI’s ability to meet its financial obligations.
MARKET RISK FOR THE ASSET MANAGEMENT SEGMENT
At September 30, 2020, approximately 29% of CI’s assets under management were held in fixed-income securities, which are exposed to interest rate risk. An increase in interest rates causes market prices of fixed-income securities to fall, while a decrease in interest rates causes market prices to rise. CI’s fund managers invest in a well-diversified portfolio of securities across issuers, durations and maturities, which reduces risk. CI estimates that a 100 basis point change in interest rates across the yield curve would cause a change of approximately $30 million to $40 million in annual pre-tax earnings in the Asset Management segment.
At September 30, 2020, about 41% of CI’s assets under management were based in Canadian currency. While CI’s concentration in Canadian currency assets reduces its exposure to foreign exchange risk, approximately 44% of CI’s assets under management were based in U.S. currency. Any change in the value of the Canadian dollar relative to U.S. currency will cause fluctuations in CI’s assets under management. CI estimates that a 10% change in Canadian/U.S. exchange rates would cause a change of approximately $20 million to $30 million in the Asset Management segment’s annual pre-tax earnings.
About 66% of CI’s assets under management were held in equity securities at September 30, 2020, which are subject to equity risk. Equity risk is classified into two categories: general equity risk and issuer-specific risk. CI employs internal and external fund managers to take advantage of their expertise in particular market niches, sectors and products and to reduce issuer-specific risk through diversification. CI estimates that a 10% change in the value of equities would cause a change of approximately $60 million to $70 million in annual pre-tax earnings.
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
Please note that exposures and sensitivities do not account for currency hedging that portfolio managers may employ. There are risks and limitations with relying on models and it is possible that actual results may differ from those presented above.
CI has a control environment that ensures market risks are reviewed regularly. CI’s compliance group reviews and monitors CI’s fund and portfolio investments for compliance with investment policies and regulations. CI also reviews investment processes, portfolio positioning and attribution of results of its investment teams on a regular basis.
MARKET RISK FOR THE WEALTH MANAGEMENT SEGMENT
CI’s operating results are not materially exposed to market risk impacting the wealth management segment given that this segment usually generates approximately 2% of the total income before non-segmented items (this segment reported a gain of $0.8 million before income taxes and non-segmented items for the quarter ended September 30, 2020). Investment advisors regularly review their client portfolios to assess market risk and consult with clients to make appropriate changes to mitigate it.
POLITICAL AND MACRO-ECONOMIC RISK
CI’s performance is directly affected by the performance of the financial markets which may be influenced by various political, demographic and macro-economic conditions or events, including any political change and uncertainty in the United States and globally. These changes may cause significant volatility and decline in the global economy or specific international, regional and domestic financial markets which are beyond the control of CI. There can be no assurance that financial market performance will be favourable in the future. Any decline in financial markets or lack of sustained growth in such markets may result in a corresponding decline in performance, which could negatively impact CI’s business and impede the growth of CI’s assets under management and revenue.
STRATEGIC RISK
Strategic risks are risks that directly impact the overall direction of CI and the ability of CI to successfully identify growth opportunities and implement proposed solutions. The key strategic risk is the risk that management fails to anticipate, and respond to, changes in the business environment, including demographic, regulatory and competitive changes. CI’s performance is directly affected by the financial market and business conditions, including the legislation and policies of the governments and regulatory authorities having jurisdiction over CI’s operations. These are beyond the control of CI; however, an important part of the risk management process is the ongoing review and assessment of industry and economic trends and changes. Strategies are then designed to effectively respond to any anticipated changes, including identifying acquisition opportunities, developing new business lines, introducing new products, and implementing cost control strategies.
Part of CI’s strategy includes strategic acquisitions and investments in growth opportunities. Strategic acquisitions may benefit CI through increasing fee earning assets, broadening CI’s distribution relationships, enhancing CI’s business capabilities and capturing cost synergies. CI embarks on a thorough due diligence process prior to any acquisition; however, there can be no assurances that the anticipated benefits of any acquisition will be achieved. The success of an acquisition is
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
contingent upon many factors, including retaining key employees, securing assets acquired, obtaining legal and regulatory approvals, integrating operations and vendor relationships, and having favourable economic conditions.
COMPETITION RISK
CI operates in a highly competitive environment, with competition based on a variety of factors, including the range of products offered, brand recognition, investment performance, business reputation, financing strength, management and sales relationships, quality of service, level of fees charged and level of commissions and other compensation paid. CI competes with a large number of mutual fund companies and other providers of investment products, investment management firms, broker-dealers, banks, insurance companies and other financial institutions. Some of these competitors have, and potential future competitors may have, greater technical, financial, marketing, distribution or other resources than CI. The trend toward greater consolidation within the investment management industry has increased the strength of a number of CI’s competitors. CI’s competitors seek to expand market share by offering different products and services and more competitive pricing than those offered by CI. While CI continues to develop and market new products and services and remains competitive with respect to fees, there can be no assurance that CI will maintain its current standing or market share or investment performance relative to its competitors, which may adversely affect the business, financial condition or operating results of CI.
In addition, there are uncertainties involved in the introduction of new products and services, including technical requirements, operational controls and procedures, compliance with regulatory requirements and shifting market preferences. The development and introduction of new products and services may require ongoing support and investment. A failure to manage the risks involved in the implementation of new products and services may lead to operational lapses, increased capital requirements, and competitive alternatives, which could adversely affect CI’s standing, market share or investment performance relative to its competitors and negatively impact the business, financial condition or operating results of CI.
DISTRIBUTION RISK
CI distributes its investment products through a number of distribution channels, including brokers, independent financial planners and insurance advisors. CI’s access to these distribution channels is impacted by the strength of the relationship with certain business partners and the level of competition faced from the financial institutions that own those channels. While CI continues to develop and enhance existing relationships, there can be no assurance that CI will, in the future, enjoy the level of access that it has in the past, which would adversely affect its sales of investment products.
REDEMPTION RISK
CI earns revenue primarily from management fees earned for advising and managing investment fund assets. The level of these assets is dependent on (i) sales; (ii) redemptions; and (iii) investment performance. Sales and redemptions may fluctuate depending on market and economic conditions, investment preference, or other factors.
Significant redemptions could adversely affect investor fund returns by impacting market values and increasing transaction
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| MANAGEMENT’S DISCUSSION & ANALYSIS |
costs or taxable distributions, which could negatively impact the prospects and operating results of CI.
A rapid and sustained increase in redemptions, particularly in the face of severe market volatility, may also adversely affect fund liquidity, which in turn could negatively affect CI’s reputation and/or result in further declines in assets under management, all of which could have an unfavourable impact on our business, financial condition or operating results.
BUSINESS CONTINUITY RISKS
CI's business, operations and financial results may be adversely affected by its ability to mitigate the effect of natural and man-made disasters, including floods, earthquakes, tornadoes, fires, civil unrest, wars, epidemics, and pandemics. The occurrence of any of these events may pose significant challenges to CI’s business continuity, either by exacerbating one or more of the other risks described in this section, or by introducing new risks. CI has a comprehensive and stress-tested business continuity plan in place to deal with any disaster-related scenario, however there can be no assurance that such plan will be effective to mitigate any adverse effects on CI’s business, financial condition or operating results as a result of any natural or man-made disasters or other similar events, including the recent COVID-19 pandemic.
COVID-19, which has been recognized by the World Health Organization as a pandemic, has spread rapidly and extensively across the globe. Efforts by governments to control the spread of COVID-19 have disrupted normal economic activity both domestically and globally and uncertainty related to the extent, duration and severity of the pandemic has contributed to significant volatility in the financial markets, which may result in a decline in equity and commodity prices and lower interest rates and a corresponding decline in CI’s assets under management. In addition, CI may face declines in its assets under management as a result of client redemptions related to a variety of COVID-19 related factors including general market pessimism, poor fund performance, or clients’ needs for immediate cash.
To control the spread of COVID-19, many governments at all levels have imposed severe restrictions on business activity and travel. Although certain of these restrictions have subsequently been eased, there can be no certainty when these restrictions will be fully lifted or that they will not be expanded. CI activated its business continuity plan in response to the COVID-19 pandemic to mitigate risks, maintain operational efficiency and service levels, and address the health and safety concerns of our employees, clients and advisors. With few exceptions, all of CI’s business operations are being carried out remotely. The extensive use of remote communication tools and third party services may lead to heightened cybersecurity and privacy risks. Market volatility, increased trading volumes and the requirement to work remotely may result in the deterioration in service levels of certain key service providers. Stress on technology resources, new workplace constraints, personal stress and health concerns may all lead to higher operational risks across all of CI’s businesses. With the emergence of several new services as business critical, key supplier risk may also increase significantly. As part of the plan, CI has implemented enhanced monitoring of network assets and management oversight of business processes, active employee engagement and client communication, and built redundancy for critical services and infrastructure, however there can be no guarantee that this will be effective to mitigate these risks.
Q3 Financial Report | 25 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
Ultimately, the extent to which CI’s business, financial condition and results of operations will be impacted by the COVID-19 pandemic, including the extensive attempts to mitigate its effects, is uncertain and will depend on future developments, which are unpredictable and rapidly evolving.
REGULATORY AND LEGAL RISK
CI’s business is dependent upon compliance with and continued registration under securities laws in all jurisdictions in which CI and its subsidiaries carry on business. Laws and regulations applied at the national and provincial or state level generally grant governmental agencies and self-regulatory bodies broad administrative discretion over the activities of CI, including the power to limit or restrict business activities as well as impose additional disclosure requirements on CI products and services. Possible sanctions include the revocation or imposition of conditions on licenses to operate certain businesses, the suspension or expulsion from a particular market or jurisdiction of any of CI’s business segments or its key personnel or financial advisors, and the imposition of fines and censures. It is also possible that the laws and regulations governing a subsidiary’s operations or particular investment products or services could be amended or interpreted in a manner that is adverse to CI. To the extent that existing or future regulations affecting the sale or offering of CI’s product or services or CI’s investment strategies cause or contribute to reduced sales of CI’s products or lower margins or impair the investment performance of CI’s products, CI’s aggregate assets under management and its revenues may be adversely affected. In addition, the ongoing change in the securities regulatory environment governing CI’s business may require additional human resources and operations which will increase costs.
Given the nature of CI’s business, CI may from time to time be subject to claims or complaints from investors or others in the normal course of business. The legal risks facing CI, its directors, officers, employees or agents in this respect include potential liability for violations of corporate laws, securities laws, stock exchange rules and misuse of investors’ funds. Some violations of corporate laws, securities laws or stock exchange rules could result in civil liability, fines, sanctions, or expulsion from a self- regulatory organization or the suspension or revocation of CI’s right to carry on an existing business. CI may incur significant costs in connection with such potential liabilities.
INFORMATION TECHNOLOGY RISK
CI uses information technology and the internet to streamline business operations and to improve the client and advisor experience. CI has, more recently, been expanding its online footprint by automating its product and service delivery systems and acquiring digital platforms. The use of information technology and the internet, email messaging and other online capabilities, however, exposes CI to information security risk that could have an adverse impact on its business. CI is dependent on its information security policies, procedures and capabilities to protect its computer and telecommunications systems and the data that it stores on or transmits through its information technology systems. Any information technology event, such as a cybersecurity breach or intrusion into CI’s information technology systems, or failure to implement sufficient controls, could result in unauthorized access to sensitive or confidential information, loss or theft of data, operational disruption, regulatory actions, legal liability or reputational harm.
Q3 Financial Report | 26 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
CI actively monitors this risk and continues to develop and implement technology-enabled controls to protect against cyber threats that are becoming increasingly sophisticated and pervasive. In addition, CI has and will continue to implement safeguards to control access to sensitive information, through password protection, encryption of confidential information and other means. Notwithstanding these measures, CI cannot fully mitigate the risk associated with information technology security. CI is dependent on the efficiency and effectiveness of the technology it uses to secure its information technology environment and keeping pace with a continuously evolving information technology landscape. Malfunction of any technology used by CI or inability to keep pace with evolving cybersecurity advancements may increase CI’s exposure to cybersecurity risk.
CI’s business is also dependent on the physical integrity of its infrastructure, including its office space, storage centers and other facilities. CI has taken precautions to protect the physical security of its infrastructure, and the sensitive information contained therein, through passkey protection, limited after-hours access and clean desk policies. However, a breach of the physical integrity of CI infrastructure may leave sensitive information vulnerable to unauthorized access and use, increasing a possible security risk, which could negatively impact CI’s business and reputation.
OPERATIONAL RISK
Operational risk is the risk of loss resulting from inadequate or failed internal processes or systems. The operational risk that CI is exposed to may arise from, technology failures, business disruption, theft and fraud, failure of key third parties, employee errors, processing and execution errors, and inaccurate or incomplete client information. Operational risk may result in a financial loss but can also lead to regulatory sanctions and harm to CI’s reputation. Operational risk driven by people and processes are mitigated through human resources policies and practices, and a strong internal control environment. Operational risks driven by systems and services are managed through controls over technology development and change management as well as enhanced procedures for oversight of third-party service providers. While CI continuously monitors its operational risks, there can be no assurances that CI’s internal control procedures can mitigate all operational risks.
REPUTATION RISK
Reputation risk is the potential negative impact of a deterioration of CI’s image or lower public confidence in the CI brand, its senior management or its products and services. Operational errors, poor performance, regulatory investigation or sanctions, litigation or employee misconduct could result in reputational harm to CI. Through its Codes of Conduct, governance practices, risk management programs, policies, procedures and training, CI attempts to prevent and detect any activities by CI officers, directors, and employees that would harm CI’s reputation. While all employees, directors and officers are expected to protect the reputation of CI, there can be no assurances that unauthorized or unsuccessful activities may result in damage to CI’s reputation, which could adversely affect CI’s business and profitability.
KEY PERSONNEL RISK
The success of CI is dependent to a significant degree upon the contributions of senior management. The loss of any of these
Q3 Financial Report | 27 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
individuals, or an inability to attract, retain and motivate sufficient numbers of qualified senior management personnel, could adversely affect CI’s business. The retention of these key managers and the identification and development of the next generation of managers is an area of focus for CI. CI has not purchased any “key person” insurance with respect to any of its directors, officers or key employees and has no current plans to do so.
The success of CI is also dependent upon, among other things, the skills and expertise of its human resources, including the management and investment personnel with specialized skills related to, among other things, marketing, risk management, credit, information technology, accounting, administrative operations and legal affairs. These highly skilled and often highly specialized individuals play an important role in developing, implementing, operating, managing and distributing CI’s products and services. Accordingly, the recruitment and retention of skilled personnel, continuous training and transfer of knowledge are key activities that are essential to CI’s performance. CI has taken, and will continue to take, steps to encourage our key employees to remain employed at CI, including the implementation of long-service awards, employee engagement strategies and enhanced transparency measures with respect to compensation. In addition, the focus on asset growth and the reliance on investment performance to sell financial products has increased the demand for experienced and high- performing portfolio managers. Compensation packages for these managers may increase at a rate well in excess of inflation and well above the rates of increase observed in other industries and the rest of the labour market. The loss of these individuals or an inability to attract, retain and motivate a sufficient number of qualified personnel could result in a loss of clients and a decline in sales and adversely affect CI’s business.
The market for financial advisors is extremely competitive and is increasingly characterized by frequent movement by financial advisors among different firms. Individual financial advisors CI’s Wealth Management businesses have regular direct contact with clients, which can lead to a strong and personal client relationship based on the client’s trust in the individual financial advisor. The loss of a significant number of financial advisors from any of CI’s Wealth Management businesses could lead to the loss of client accounts which could have a material adverse effect on the results of operations and prospects of that business and, in turn, CI. Although CI uses or have used a combination of competitive compensation structures and equity with vesting provisions as a means of seeking to retain financial advisors, there can be no assurance that financial advisors will be retained.
INSURANCE RISK
CI maintains various types of insurance which include financial institution bonds, errors and omissions insurance, directors’, trustees’ and officers’ liability insurance, agents’ insurance, general commercial liability insurance, and cyber liability insurance. Management evaluates the adequacy of CI’s insurance coverage on an ongoing basis. However, there can be no assurance that a claim or claims will not exceed the limits of available insurance coverage, that any insurer will remain solvent or willing to continue providing insurance coverage with sufficient limits or at a reasonable cost or that any insurer will not dispute coverage of certain claims due to ambiguities in the relevant policies. A judgment against CI in excess of available coverage could have a material adverse effect on CI both in terms of damages awarded and the impact on the reputation of CI.
Q3 Financial Report | 28 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
CREDIT RISK
Credit risk is the risk of loss associated with the inability of a third party to fulfill its payment obligations. CI is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations. These parties include trading counterparties, customers, clearing agents, exchanges, clearing houses and other financial intermediaries, as well as issuers whose securities are held by CI. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. CI does not have significant exposure to any individual counterparty. Credit risk is mitigated by regularly monitoring the credit performance of individual counterparties and holding collateral where appropriate.
One of the primary sources of credit risk arises when CI extends credit to clients to purchase securities by way of margin lending. Margin loans are due on demand and are collateralized by the financial instruments in the client’s account. CI faces a risk of financial loss in the event a client fails to meet a margin call if market prices for securities held as collateral decline and if CI is unable to recover sufficient value from the collateral held. The credit extended is limited by regulatory requirements and by CI’s internal credit policy.
LIQUIDITY RISK
Liquidity risk is the risk that CI may not be able to generate sufficient funds and within the time required in order to meet its obligations as they come due. While CI currently has access to financing, unfavourable market conditions may affect the ability of CI to obtain loans or make other arrangements on terms acceptable to CI.
LIQUIDITY RISK FOR THE ASSET MANAGEMENT SEGMENT
CI is also exposed to the risk of its investment funds not being able to meet their redemption obligations due to an inability to liquidate the underlying assets in a timely manner. This could be caused by insufficient liquid assets in the fund, an unexpected spike in redemptions triggered by negative market information, sentiment or contagion, adverse liquidity conditions in the financial markets, procedural issues that may delay the liquidation of securities or other factors. Inability to meet its redemption obligations may lead to legal liability, regulatory action and reputational damage. CI has robust mechanisms in place to monitor and maintain adequate liquidity in its investment fund portfolios at all times. However, CI has no control over extreme market events that may result in the sudden loss of liquidity or trigger a run on the funds.
CAPITAL RISK
Certain subsidiaries of CI are subject to minimum regulatory capital requirements. This may require CI to keep sufficient cash and other liquid assets on hand to maintain capital requirements rather than using them in connection with its business. Failure to maintain required regulatory capital by CI may subject it to fines, suspension or revocation of registration by the relevant securities regulator. A significant operating loss by a registrant subsidiary or an unusually large charge against regulatory capital could adversely affect the ability of CI to expand or even maintain its present level of business, which could have a material adverse effect on CI’s business, results of operations, financial condition and prospects.
Q3 Financial Report | 29 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
TAXATION RISK
CI is subject to various uncertainties concerning the interpretation and application of Canadian tax laws. CI Investments is considered a large case file by the Canada Revenue Agency and, as such, is subject to audit each year. There is a significant lag between the end of a fiscal year and when such audits are completed. Therefore, at any given time, several years may be open for audit and/or adjustments. While CI regularly assesses the likely outcome of these audits in order to determine the appropriateness of its tax provision, there can be no assurance that CI will accurately predict the outcomes of these audits. If tax authorities disagree with CI’s application of such tax laws, CI’s profitability and cash flows could be adversely affected.
SHARE CAPITAL
As at September 30, 2020, CI had 209,719,324 shares outstanding.
Employee Incentive Share Option Plan: At September 30, 2020, 2.8 million options to purchase shares were outstanding, of which 2.2 million options were exercisable at prices ranging from $27.44 to $28.67.
Restricted Share Unit (“RSU”) Plan: 862,192 RSUs were outstanding as at September 30, 2020.
Deferred Share Unit (“DSU”) Plan: 29,837 DSUs were outstanding as at September 30, 2020.
Additional details about the above Plans can be found in Note 6 to the Interim Condensed Consolidated Financial Statements.
Q3 Financial Report | 30 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
CONTRACTUAL OBLIGATIONS
The table that follows summarizes CI’s contractual obligations at September 30, 2020.
TABLE 15: PAYMENTS DUE BY YEAR
[millions of dollars] | Total |
1
year
or less |
2 | 3 | 4 | 5 |
More
than
5 years |
||||||||||||||
Long-term debt | 1,969.0 | 394.0 | 200.0 | 325.0 | 350.0 | 450.0 | 250.0 | ||||||||||||||
Leases | 88.1 | 17.0 | 15.5 | 14.6 | 14.4 | 13.7 | 12.9 | ||||||||||||||
Total | 2,057.1 | 411.0 | 215.5 | 339.6 | 364.4 | 463.7 | 262.9 |
SIGNIFICANT ACCOUNTING ESTIMATES
The September 30, 2020 Consolidated Financial Statements have been prepared in accordance with IFRS. For a discussion of all significant accounting policies, refer to Note 1 of the Notes to Interim Condensed Consolidated Financial Statements. Note 2 provides a discussion regarding the methodology used for business acquisitions. Note 4 provides a discussion regarding the recoverable amount of CI’s provision for other liabilities and contingencies.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), together with management, are responsible for the design of CI’s disclosure controls and procedures as defined in National Instrument 52-109 (NI 52-109). Management evaluated, with participation of the CEO and CFO, the effectiveness of the disclosure controls and procedures as at September 30, 2020. Based on this evaluation, the CEO and CFO have concluded that they are reasonably assured these disclosure controls and procedures were effective as at September 30, 2020 and that material information relating to CI was made known to them within the time periods specified under applicable securities legislation. Management, under the supervision of the CEO and CFO, is responsible for the design and maintenance of adequate internal controls over financial reporting as defined in NI 52-109 for the purposes of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. However, due to its inherent limitations, internal controls over financial reporting can only provide reasonable, not absolute, assurance that the financial statements are free of misstatements. The COSO framework was used to assist management, along with the CEO and CFO, in the evaluation of these internal control systems. Management, under the direction of the CEO and CFO, concluded that the internal controls over financial reporting were effective as at September 30, 2020. Management used various tools to evaluate internal controls over financial reporting which included interaction with key control systems, review of policy and procedure documentation, observation or reperformance of control procedures to evaluate the effectiveness of controls and concluded that these controls are effective. For the quarter ended September 30, 2020, there have been no changes to the internal controls that have materially affected, or are reasonably likely to affect, internal controls over financial reporting
Q3 Financial Report | 31 | September 30, 2020 |
| MANAGEMENT’S DISCUSSION & ANALYSIS |
Additional information relating to CI, including the most recent audited annual financial statements, management information circular and annual information form, is available on SEDAR at www.sedar.com and on CI’s website at www.cifinancial.com. Information contained in or otherwise accessible through the websites mentioned in this MD&A does not form part of, and is not incorporated by reference into, this MD&A.
Q3 Financial Report | 32 | September 30, 2020 |
Exhibit 99.3
INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
September 30, 2020
Q3 Financial Report | 1 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited)
As at | As at | |||||
September 30, 2020 | December 31, 2019 | |||||
[in thousands of Canadian dollars] | $ | $ | ||||
ASSETS | ||||||
Current | ||||||
Cash and cash equivalents | 209,329 | 118,360 | ||||
Client and trust funds on deposit | 485,179 | 364,964 | ||||
Investments [note 8] | 123,198 | 138,412 | ||||
Accounts receivable and prepaid expenses | 187,673 | 170,156 | ||||
Income taxes receivable | — | 25,841 | ||||
Total current assets | 1,005,379 | 817,733 | ||||
Capital assets, net | 48,070 | 45,954 | ||||
Right-of-use assets [note 5] | 45,979 | 44,882 | ||||
Intangibles [note 2] | 3,817,046 | 3,388,482 | ||||
Other assets [note 8] | 127,422 | 70,755 | ||||
Total assets | 5,043,896 | 4,367,806 | ||||
LIABILITIES AND EQUITY | ||||||
Current | ||||||
Accounts payable and accrued liabilities | 219,826 | 245,267 | ||||
Current portion of provision for other liabilities [note 4] | 50,341 | 14,643 | ||||
Dividends payable [note 7] | 75,499 | 79,845 | ||||
Client and trust funds payable | 492,907 | 368,348 | ||||
Income taxes payable | 73,040 | — | ||||
Current portion of long-term debt [note 3] | 393,891 | 449,509 | ||||
Current portion of lease liabilities [note 5] | 12,693 | 11,348 | ||||
Total current liabilities | 1,318,197 | 1,168,960 | ||||
Long-term debt [note 3] | 1,568,507 | 1,154,985 | ||||
Provision for other liabilities [note 4] | 77,100 | 18,493 | ||||
Deferred income taxes | 462,282 | 464,841 | ||||
Lease liabilities [note 5] | 59,645 | 61,171 | ||||
Total liabilities | 3,485,731 | 2,868,450 | ||||
Equity | ||||||
Share capital [note 6(a)] | 1,842,001 | 1,944,311 | ||||
Contributed surplus | 27,191 | 23,435 | ||||
Deficit | (340,664 | ) | (474,013 | ) | ||
Accumulated other comprehensive income (loss) | (6,365 | ) | 255 | |||
Total equity attributable to the shareholders of the Company | 1,522,163 | 1,493,988 | ||||
Non-controlling interests [note 2] | 36,002 | 5,368 | ||||
Total equity | 1,558,165 | 1,499,356 | ||||
Total liabilities and equity | 5,043,896 | 4,367,806 |
(see accompanying notes)
On behalf of the Board of Directors: |
|
|
William T. Holland Director | Tom P. Muir Director |
Q3 Financial Report | 2 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)
For the three-month period ended September 30
2020 | 2019 | |||||||
[in thousands of Canadian dollars, except per share amounts] | $ | $ | ||||||
REVENUE | ||||||||
Management fees | 410,434 | 448,437 | ||||||
Administration fees | 86,773 | 73,192 | ||||||
Redemption fees | 1,698 | 2,649 | ||||||
Realized and unrealized gain (loss) on investments | 4,775 | (1,229 | ) | |||||
Other income | 5,671 | 5,537 | ||||||
509,351 | 528,586 | |||||||
EXPENSES | ||||||||
Selling, general and administrative [note 11] | 108,809 | 124,566 | ||||||
Trailer fees | 127,969 | 139,123 | ||||||
Investment dealer fees | 60,264 | 51,690 | ||||||
Deferred sales commissions | 1,437 | 2,628 | ||||||
Amortization and depreciation [note 12] | 11,012 | 8,165 | ||||||
Interest and lease finance [notes 3 and 5] | 17,285 | 13,812 | ||||||
Other [note 4] | 6,240 | 2,426 | ||||||
333,016 | 342,410 | |||||||
Income before income taxes | 176,335 | 186,176 | ||||||
Provision for income taxes | ||||||||
Current | 41,182 | 55,619 | ||||||
Deferred | 4,920 | (8,239 | ) | |||||
46,102 | 47,380 | |||||||
Net income for the period | 130,233 | 138,796 | ||||||
Net loss attributable to non-controlling interests | (360 | ) | (164 | ) | ||||
Net income attributable to shareholders | 130,593 | 138,960 | ||||||
Other comprehensive loss, net of tax | ||||||||
Exchange differences on translation of foreign operations | (6,753 | ) | (13 | ) | ||||
Total other comprehensive loss, net of tax | (6,753 | ) | (13 | ) | ||||
Comprehensive income for the period | 123,480 | 138,783 | ||||||
Comprehensive loss attributable to non-controlling interests | (360 | ) | (164 | ) | ||||
Comprehensive income attributable to shareholders | 123,840 | 138,947 | ||||||
Basic earnings per share attributable to shareholders [note 6(e)] | $ | 0.62 | $ | 0.60 | ||||
Diluted earnings per share attributable to shareholders [note 6(e)] | $ | 0.61 | $ | 0.60 |
(see accompanying notes)
Q3 Financial Report | 3 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)
For the nine-month period ended September 30
2020 | 2019 | |||||||
[in thousands of Canadian dollars, except per share amounts] | $ | $ | ||||||
REVENUE | ||||||||
Management fees | 1,219,889 | 1,341,840 | ||||||
Administration fees | 238,825 | 214,334 | ||||||
Redemption fees | 6,301 | 8,811 | ||||||
Realized and unrealized gain (loss) on investments | (2,688 | ) | 7,772 | |||||
Other income | 21,759 | 13,456 | ||||||
1,484,086 | 1,586,213 | |||||||
EXPENSES | ||||||||
Selling, general and administrative [note 11] | 332,756 | 375,461 | ||||||
Trailer fees | 380,025 | 416,443 | ||||||
Investment dealer fees | 166,328 | 150,866 | ||||||
Deferred sales commissions | 6,125 | 10,367 | ||||||
Amortization and depreciation [note 12] | 29,645 | 24,652 | ||||||
Interest and lease finance [notes 3 and 5] | 47,661 | 41,218 | ||||||
Other [note 4] | 21,019 | 41,482 | ||||||
983,559 | 1,060,489 | |||||||
Income before income taxes | 500,527 | 525,724 | ||||||
Provision for income taxes | ||||||||
Current | 127,211 | 147,280 | ||||||
Deferred | 3,425 | (11,826 | ) | |||||
130,636 | 135,454 | |||||||
Net income for the period | 369,891 | 390,270 | ||||||
Net loss attributable to non-controlling interests | (1,080 | ) | (577 | ) | ||||
Net income attributable to shareholders | 370,971 | 390,847 | ||||||
Other comprehensive loss, net of tax | ||||||||
Exchange differences on translation of foreign operations | (6,620 | ) | (42 | ) | ||||
Total other comprehensive loss, net of tax | (6,620 | ) | (42 | ) | ||||
Comprehensive income for the period | 363,271 | 390,228 | ||||||
Comprehensive loss attributable to non-controlling interests | (1,080 | ) | (577 | ) | ||||
Comprehensive income attributable to shareholders | 364,351 | 390,805 | ||||||
Basic earnings per share attributable to shareholders [note 6(e)] | $ | 1.72 | $ | 1.65 | ||||
Diluted earnings per share attributable to shareholders [note 6(e)] | $ | 1.71 | $ | 1.64 |
(see accompanying notes)
Q3 Financial Report | 4 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
For the nine-month period ended September 30
Share
capital [note 6(a)] |
Contributed
surplus |
Deficit |
Accumulated
other comprehensive income (loss) |
Total
shareholders’ equity |
Non-
controlling interests |
Total
equity |
|||||||||||||||
[in thousands of Canadian dollars] | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||
Balance, January 1, 2020 | 1,944,311 | 23,435 | (474,013 | ) | 255 | 1,493,988 | 5,368 | 1,499,356 | |||||||||||||
Comprehensive income | — | — | 370,971 | (6,620 | ) | 364,351 | (1,080 | ) | 363,271 | ||||||||||||
Dividends declared [note 7] | — | — | (113,193 | ) | — | (113,193 | ) | — | (113,193 | ) | |||||||||||
Shares repurchased, net of tax | (104,790 | ) | — | (121,056 | ) | — | (225,846 | ) | — | (225,846 | ) | ||||||||||
Business combination [note 2] | — | — | (3,373 | ) | — | (3,373 | ) | 31,714 | 28,341 | ||||||||||||
Issuance of share capital for equity-based plans, net of tax | 2,480 | (2,480 | ) | — | — | — | — | — | |||||||||||||
Compensation expense for equity-based plans, net of tax | — | 6,236 | — | — | 6,236 | — | 6,236 | ||||||||||||||
Change during the period | (102,310 | ) | 3,756 | 133,349 | (6,620 | ) | 28,175 | 30,634 | 58,809 | ||||||||||||
Balance, September 30, 2020 | 1,842,001 | 27,191 | (340,664 | ) | (6,365 | ) | 1,522,163 | 36,002 | 1,558,165 | ||||||||||||
Balance, January 1, 2019 | 2,125,130 | 25,270 | (730,663 | ) | 277 | 1,420,014 | 2,849 | 1,422,863 | |||||||||||||
Comprehensive income | — | — | 390,847 | (42 | ) | 390,805 | (577 | ) | 390,228 | ||||||||||||
Dividends declared [note 7] | — | — | 7,354 | — | 7,354 | (875 | ) | 6,479 | |||||||||||||
Shares repurchased, net of tax | (134,300 | ) | — | (169,021 | ) | — | (303,321 | ) | — | (303,321 | ) | ||||||||||
Business combination [note 2] | — | — | — | — | — | 4,266 | 4,266 | ||||||||||||||
Issuance of share capital for equity-based plans, net of tax | 2,857 | (2,857 | ) | — | — | — | — | — | |||||||||||||
Compensation expense for equity-based plans, net of tax | — | 8,316 | — | — | 8,316 | — | 8,316 | ||||||||||||||
Change during the period | (131,443 | ) | 5,459 | 229,180 | (42 | ) | 103,154 | 2,814 | 105,968 | ||||||||||||
Balance, September 30, 2019 | 1,993,687 | 30,729 | (501,483 | ) | 235 | 1,523,168 | 5,663 | 1,528,831 |
(see accompanying notes)
Q3 Financial Report | 5 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the three-month period ended September 30
2020 | 2019 | |||||
[in thousands of Canadian dollars] | $ | $ | ||||
OPERATING ACTIVITIES (*) | ||||||
Net income for the period | 130,233 | 138,796 | ||||
Add (deduct) items not involving cash | ||||||
Realized and unrealized loss (gain) on investments | (4,775 | ) | 1,229 | |||
Equity-based compensation | 2,779 | 4,789 | ||||
Amortization and depreciation | 11,012 | 8,165 | ||||
Deferred income taxes | 4,920 | (8,239 | ) | |||
Loss on repurchase of long-term debt | 194 | — | ||||
Cash provided by operating activities before net change in operating assets and liabilities | 144,363 | 144,740 | ||||
Net change in operating assets and liabilities | (4,228 | ) | (17,044 | ) | ||
Cash provided by operating activities | 140,135 | 127,696 | ||||
INVESTING ACTIVITIES | ||||||
Purchase of investments | (82 | ) | (1,652 | ) | ||
Proceeds on sale of investments | 1 | 11,107 | ||||
Additions to capital assets | (1,525 | ) | (1,580 | ) | ||
Decrease (increase) in other assets | (42,270 | ) | 457 | |||
Additions to intangibles | (2,935 | ) | (1,075 | ) | ||
Acquisition of subsidiaries, net of cash acquired [note 2] | (269,025 | ) | — | |||
Cash provided by (used in) investing activities | (315,836 | ) | 7,257 | |||
FINANCING ACTIVITIES | ||||||
Repayment of long-term debt | — | (304,500 | ) | |||
Issuance of long-term debt | — | 348,029 | ||||
Repurchase of long-term debt | (25,985 | ) | — | |||
Repurchase of share capital | (77,713 | ) | (150,184 | ) | ||
Payment of lease liabilities | (2,995 | ) | (2,837 | ) | ||
Dividends paid to shareholders [note 7] | (38,574 | ) | (42,461 | ) | ||
Cash used in financing activities | (145,267 | ) | (151,953 | ) | ||
Net decrease in cash and cash equivalents during the period | (320,968 | ) | (17,000 | ) | ||
Cash and cash equivalents, beginning of period | 530,297 | 136,894 | ||||
Cash and cash equivalents, end of period | 209,329 | 119,894 | ||||
(*) Included in operating activities are the following: | ||||||
Interest paid | 17,350 | 12,418 | ||||
Income taxes paid | 7,839 | 69,632 |
(see accompanying notes)
Q3 Financial Report | 6 | September 30, 2020 |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the nine-month period ended September 30
2020 | 2019 | |||||||
[in thousands of Canadian dollars] | $ | $ | ||||||
OPERATING ACTIVITIES (*) | ||||||||
Net income for the period | 369,891 | 390,270 | ||||||
Add (deduct) items not involving cash | ||||||||
Realized and unrealized loss (gain) on investments | 2,688 | (7,772 | ) | |||||
Equity-based compensation | 8,393 | 11,202 | ||||||
Amortization and depreciation | 29,645 | 24,652 | ||||||
Deferred income taxes | 3,425 | (11,826 | ) | |||||
Impairment loss on intangibles [note 4] | — | 6,442 | ||||||
Loss on repurchase of long-term debt | 388 | — | ||||||
Cash provided by operating activities before net change in operating assets and liabilities | 414,430 | 412,968 | ||||||
Net change in operating assets and liabilities | 50,286 | (11,959 | ) | |||||
Cash provided by operating activities | 464,716 | 401,009 | ||||||
INVESTING ACTIVITIES | ||||||||
Purchase of investments | (14,993 | ) | (9,014 | ) | ||||
Proceeds on sale of investments | 21,070 | 26,179 | ||||||
Additions to capital assets | (10,766 | ) | (9,864 | ) | ||||
Increase in other assets | (49,319 | ) | (19,224 | ) | ||||
Additions to intangibles | (11,035 | ) | (2,718 | ) | ||||
Acquisition of subsidiaries, net of cash acquired [note 2] | (310,756 | ) | (23,572 | ) | ||||
Cash used in investing activities | (375,799 | ) | (38,213 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Repayment of long-term debt | (35,000 | ) | (591,500 | ) | ||||
Issuance of long-term debt | 447,597 | 656,029 | ||||||
Repurchase of long-term debt | (55,985 | ) | — | |||||
Repurchase of share capital | (228,101 | ) | (305,766 | ) | ||||
Payment of lease liabilities | (8,919 | ) | (8,305 | ) | ||||
Dividends paid to shareholders [note 7] | (117,540 | ) | (129,645 | ) | ||||
Dividends paid to non-controlling interests | — | (875 | ) | |||||
Cash provided by (used in) financing activities | 2,052 | (380,062 | ) | |||||
Net increase (decrease) in cash and cash equivalents during the period | 90,969 | (17,266 | ) | |||||
Cash and cash equivalents, beginning of period | 118,360 | 137,160 | ||||||
Cash and cash equivalents, end of period | 209,329 | 119,894 | ||||||
(*) Included in operating activities are the following: | ||||||||
Interest paid | 46,145 | 38,770 | ||||||
Income taxes paid | 28,383 | 162,605 |
(see accompanying notes)
Q3 Financial Report | 7 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
CI Financial Corp. [“CI”] is a publicly listed company (TSX: CIX) incorporated under the laws of the Province of Ontario and has its registered office and principal place of business located at 2 Queen Street East, Toronto, Ontario.
CI’s primary business is the management and distribution of a broad range of financial products and services, including mutual funds, segregated funds, exchange-traded funds, financial planning, insurance, investment advice, wealth management and estate and succession planning.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These unaudited interim condensed consolidated financial statements of CI have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting [“IAS 34”] as issued by the International Accounting Standards Board [“IASB”] and on a basis consistent with the accounting policies disclosed in the annual audited consolidated financial statements for the year ended December 31, 2019.
These unaudited interim condensed consolidated financial statements were authorized for issuance by the Board of Directors of CI on November 11, 2020.
BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of CI have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value. The unaudited interim condensed consolidated financial statements have been prepared on a going concern basis. CI’s presentation currency is the Canadian dollar, which is CI’s functional currency. The notes presented in these unaudited interim condensed consolidated financial statements include, in general, only significant changes and transactions occurring since CI’s last year-end, and are not fully inclusive of all disclosures required by International Financial Reporting Standards [“IFRS”] for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2019.
BASIS OF CONSOLIDATION
The unaudited interim condensed consolidated financial statements include the accounts of CI and all its subsidiaries on a consolidated basis after elimination of intercompany transactions and balances. Subsidiaries are entities over which CI has control, when CI has the power, directly or indirectly, to govern the financial and operating policies of an entity, is exposed to variable returns from its activities, and is able to use its power to affect such variable returns to which it is exposed.
CI’s principal subsidiaries are as follows:
• CI Investments Inc. [“CI Investments”], Assante Wealth Management (Canada) Ltd. [“AWM”], CI Investment Services Inc. [“CI Investment Services”, formerly BBS Securities Inc.] and their respective subsidiaries. Effective July 1, 2019, First Asset Investment Management Inc. amalgamated with CI Investments.
Q3 Financial Report | 8 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
• CI holds a controlling interest in GSFM Pty Limited [“GSFM”] with put and call options over the remaining minority interest. CI considers the non-controlling interest in GSFM to have already been acquired and consolidates 100% of the income and comprehensive income in the unaudited interim condensed consolidated statements of income and comprehensive income. GSFM has an interest in a joint arrangement classified as a joint operation. The unaudited interim condensed consolidated financial statements include GSFM’s recognition of its share of the joint operation’s assets, liabilities, income and comprehensive income.
• For subsidiaries where CI holds a controlling interest, a non-controlling interest is recorded in the unaudited interim condensed consolidated statements of income and comprehensive income to reflect the non-controlling interest’s share of the income and comprehensive income, and a non-controlling interest is recorded within equity in the interim unaudited condensed consolidated statements of financial position to reflect the non-controlling interest’s share of the net assets.
Hereinafter, CI and its subsidiaries are referred to as CI.
2. BUSINESS ACQUISITION
WealthBar Financial Services Inc.
On January 23, 2019, CI acquired 75% of the outstanding shares and debt obligations of WealthBar Financial Services Inc. [“WealthBar”] and on May 14, 2020, acquired the remaining 25% of the outstanding shares, for all cash consideration. WealthBar provides a leading Canadian online wealth management and financial planning platform. The acquisition was accounted for using the acquisition method of accounting. The fair values of the assets acquired and liabilities assumed and the results of operations have been consolidated from the date of the transaction and are included in the wealth management segment.
Snap Projections Inc.
On October 16, 2019, WealthBar acquired 100% of the outstanding shares of Snap Projections Inc., a Canadian financial and retirement software provider. The acquisition was accounted for using the acquisition method of accounting. The estimated fair values of the assets acquired and liabilities assumed and the results of operations have been consolidated from the date of the transaction.
CI ETF Investment Management Inc.
On February 19, 2020, CI acquired 100% of the outstanding shares and debt obligations of CI ETF Investment Management Inc. [“CI ETF”], formerly WisdomTree Asset Management Canada, Inc., an investment fund manager of Canadian exchange-traded funds. The acquisition was accounted for using the acquisition method of accounting. The estimated fair values of the assets acquired and liabilities assumed, and the results of operations have been consolidated from the date of the transaction and are included in the asset management segment. Effective July 1, 2020, CI ETF amalgamated with CI Investments.
Q3 Financial Report | 9 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
U.S. Registered Investment Advisors
During the nine-month period ended September 30, 2020, CI acquired controlling interests in the following registered investment advisory firms, together [“U.S. RIAs”], for cash consideration of $306,062 and contingent consideration of $89,836.
• Surevest LLC
• OCM Capital Partners LLC
• The Cabana Group, LLC
• Balasa Dinverno Foltz LLC
The estimated fair values of the assets acquired and liabilities assumed, and the results of operations have been consolidated from the date of the transaction and are included in the wealth management segment.
Details of the net assets acquired year-to-date, at fair value, are as follows:
$ | ||||
Cash and cash equivalents | 4,751 | |||
Accounts receivable and prepaid expenses | 1,571 | |||
Capital assets | 760 | |||
Right-of-use assets | 7,612 | |||
Fund administration contracts | 234,394 | |||
Intangibles | 137 | |||
Accounts payable and accrued liabilities | (6,532 | ) | ||
Lease liabilities | (8,399 | ) | ||
Fair value of identifiable net assets | 234,294 | |||
Non-controlling interest | (34,021 | ) | ||
Goodwill on acquisition | 195,625 | |||
Total acquired cost | 395,898 |
The acquired fund administration contracts with a fair value of 234,394 have a finite life of 12 years. The goodwill on acquisition is deductible for income taxes and has been attributed to the wealth management segment.
On July 2, 2020, CI completed the acquisition of a minority interest in Congress Wealth Management LLC [“Congress”]. The acquisition of Congress has been accounted for using the equity method of accounting.
AWM Dorval
On September 30, 2020, AWM completed the acquisition of a minority interest in AWM’s Dorval, Quebec operation [“AWM Dorval”]. The acquisition of AWM Dorval has been accounted for using the equity method of accounting.
Q3 Financial Report | 10 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Subsequent events
On September 21, 2020, CI reached an agreement to acquire full ownership of Bowling Portfolio Management LLC, a woman-owned registered investment advisory firm. The details of the acquisition are being finalized and is expected to close before December 31, 2020.
On October 19, 2020, OCM Capital Partners LLC, closed the previously announced acquisition of Thousand Oaks Financial Corporation, a registered investment advisory firm for all cash consideration.
On October 19, 2020, CI closed the previously announced majority stake acquisition of Aligned Capital Partners Inc., a Canadian full-service investment advisory firm, for cash consideration and the issuance of 855 thousand shares of CI.
On November 3, 2020, CI reached an agreement to acquire a majority interest in Stavis & Cohen, a woman-owned registered investment advisory firm. The details of the acquisition are being finalized and is expected to close before December 31, 2020.
On November 5, 2020, CI reached an agreement to acquire 100% of Doyle Wealth Management, Inc., a registered investment advisory firm. The details of the acquisition are being finalized and is expected to close before December 31, 2020.
On November 11, 2020, CI reached an agreement to acquire 100% of The Roosevelt Investment Group, Inc. a registered investment advisory firm. The details of the acquisition are being finalized and is expected to close before December 31, 2020.
3. LONG-TERM DEBT
Long-term debt consists of the following:
As at | As at | |||||||
September 30, 2020 | December 31, 2019 | |||||||
$ | $ | |||||||
Credit facility | ||||||||
Banker’s acceptances | — | 35,000 | ||||||
— | 35,000 |
Debenture principal amount | Interest rate | Issued date | Maturity date | |||||||||||||
$394 million [2019 - $450 million] | 2.645 | % | December 7, 2015 | December 7, 2020 | 393,891 | 449,509 | ||||||||||
$200 million | 2.775 | % | November 25, 2016 | November 25, 2021 | 199,692 | 199,512 | ||||||||||
$325 million | 3.520 | % | July 20, 2018 | July 20, 2023 | 323,862 | 323,616 | ||||||||||
$350 million | 3.215 | % | July 22, 2019 | July 22, 2024 | 348,365 | 348,101 | ||||||||||
$450 million | 3.759 | % | May 26, 2020 | May 26, 2025 | 447,731 | — | ||||||||||
$250 million | 3.904 | % | September 27, 2017 | September 27, 2027 | 248,857 | 248,756 | ||||||||||
1,962,398 | 1,569,494 | |||||||||||||||
Long-term debt | 1,962,398 | 1,604,494 | ||||||||||||||
Current portion of long-term debt | 393,891 | 449,509 |
Q3 Financial Report | 11 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Credit facility
CI has a $700,000 revolving credit facility with three Canadian chartered banks. Loans are made by the banks under a three-year revolving credit facility, with the outstanding principal balance due upon maturity on December 11, 2021. CI is within its financial covenants with respect to its credit facility, which requires that the funded debt to annualized EBITDA (earnings before interest, taxes, depreciation and amortization) ratio remains below 3:1 and that CI’s assets under management not fall below $85 billion, calculated based on a rolling 30-day average. There can be no assurance that future borrowings or equity financing will be available to CI or available on acceptable terms.
Debentures
During the nine months ended September 30, 2020, CI repurchased $55,985 principal amount of debentures due December 7, 2020 at an average price of 100.693 and recorded a loss of $388, included in other income.
On May 26, 2020, CI completed an offering pursuant to which it issued $450,000 principal amount of debentures due May 26, 2025 at par [the “2025 Debentures”]. Interest on the 2025 Debentures is paid semi-annually in arrears at a rate of 3.759%. The proceeds, net of transaction costs, were used to repay outstanding indebtedness under the credit facility.
On July 22, 2019, CI completed an offering pursuant to which it issued $350,000 principal amount of debentures due July 22, 2024 at par [the “2024 Debentures”]. Interest on the 2024 Debentures is paid semi-annually in arrears at a rate of 3.215%. The proceeds, net of transaction costs, were used to repay outstanding indebtedness under the credit facility.
On February 2, 2017, CI entered into an interest rate swap agreement with a Canadian chartered bank to swap the semi-annual fixed rate payments on the debentures due November 25, 2021 for floating rate payments. As at September 30, 2020, the fair value of the interest rate swap agreement was an unrealized gain of $2,583 and is included in long-term debt in the unaudited interim condensed consolidated statements of financial position.
4. | PROVISION FOR OTHER LIABILITIES AND CONTINGENCIES |
CI is a party to a number of claims, proceedings and investigations, including legal, regulatory and tax, in the ordinary course of its business. Due to the inherent uncertainty involved in these matters, it is difficult to predict the final outcome or the amount and timing of any outflow related to such matters. Based on current information and consultations with advisors, CI does not expect the outcome of these matters, individually or in aggregate, to have a material adverse effect on its financial position or on its ability to continue normal business operations.
CI has made provisions based on current information and the probable resolution of such contingent consideration, claims, proceedings and investigations as well as for amounts payable in connection with business acquisitions and severance. The movement in amounts provided for contingent liabilities and related expenses during the nine months ended September 30, 2020 and the year ended December 31, 2019, are as follows:
Q3 Financial Report | 12 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
9 months ended | Year ended | |||||||
September 30, 2020 | December 31, 2019 | |||||||
$ | $ | |||||||
Provision for other liabilities, beginning of period | 33,136 | 34,768 | ||||||
Additions | 106,187 | 35,214 | ||||||
Amounts used | (11,852 | ) | (36,504 | ) | ||||
Amounts reversed | (30 | ) | (342 | ) | ||||
Provision for other liabilities, end of period | 127,441 | 33,136 | ||||||
Current portion of provision for other liabilities | 50,341 | 14,643 |
Provision for other liabilities primarily includes the following:
LITIGATION
CI is a defendant to certain lawsuits of which two are class action lawsuits related to events and transactions that gave rise to a settlement agreement with the Ontario Securities Commission [“OSC”] in 2004. Although CI continues to believe that this settlement fully compensated investors affected by frequent trading activity, a provision has been made based on the probable resolution of these claims and related expenses.
CI maintains insurance policies that may provide coverage against certain claims. Amounts receivable under these policies are not accrued for unless the realization of income is virtually certain. During the three and nine months ended September 30, 2020, no insurance proceeds were received related to the settlement of legal claims.
PUT OPTION AND CONTINGENT CONSIDERATION
Included in provision for other liabilities as at September 30, 2020, is a provision for the fair value of the put option granted to minority interest shareholders for the acquisition of GSFM of $7,584, including foreign exchange translation adjustments [December 31, 2019 – $7,573].
The acquisitions of CIETF, Congress and the U.S. RIAs includes contingent consideration of $103,426, including foreign exchange translation adjustments, which has been included in provision for other liabilities as at September 30, 2020.
RESTRUCTURING
During the three months ended March 31, 2020, CI recorded an additional provision of $8,500 related to severance. During the three months ended June 30, 2019, CI recorded an initial provision of $35,000 related to severance and the write-down of software intangibles that were retired. As at September 30, 2020, a provision of nil remains [December 31, 2019 – $6,485].
As at September 30, 2020, a provision of nil remains for the restructuring, integration and legal costs related to the acquisition of Sentry and CI Investment Services [December 31, 2019 – $2,400].
REMEDIATION
In 2015, CI discovered an administrative error and recorded a provision of $10,750, net of recoveries for the cost to
Q3 Financial Report | 13 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
remediate. As at September 30, 2020, a net recovery of $3,934 remains [December 31, 2019 – $3,793].
5. | LEASES |
The following shows the carrying amounts of CI’s right-of-use assets and lease liabilities, and the movements during the nine-month period ended September 30, 2020:
Right-of-use assets | ||||||||||||
Property leases |
Equipment leases |
Total |
Lease liabilities |
|||||||||
$ | $ | $ | $ | |||||||||
As at January 1, 2020 | 43,711 | 1,171 | 44,882 | 72,519 | ||||||||
Additions & modifications | 8,265 | 183 | 8,448 | 8,960 | ||||||||
Depreciation expense | (6,486 | ) | (676 | ) | (7,162 | ) | — | |||||
Interest expense | — | — | — | 2,183 | ||||||||
Payments | — | — | — | (11,101 | ) | |||||||
Translation | (190 | ) | 1 | (189 | ) | (223 | ) | |||||
As at September 30, 2020 | 45,300 | 679 | 45,979 | 72,338 |
During the nine-month period ended September 30, 2020, CI recognized rent expenses from short-term leases of $261, leases of low-value assets of $26 and variable lease payments of $9,832 [nine-month period ended September 30, 2019 – expenses of $674, $142 and $9,565, respectively].
Included in other income for the nine-month period ended September 30, 2020, is finance income of $69 received from sub-leasing right-of-use assets [nine-month period ended September 30, 2019 – $70].
Q3 Financial Report | 14 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
6. | SHARE CAPITAL |
A summary of the changes to CI’s share capital for the period is as follows:
[A] AUTHORIZED AND ISSUED
Number of shares | Stated value | |||||||
[in thousands] | $ | |||||||
Authorized | ||||||||
An unlimited number of common shares of CI | ||||||||
Issued | ||||||||
Common shares, balance, December 31, 2018 | 243,721 | 2,125,130 | ||||||
Issuance of share capital on vesting of restricted share units | 711 | 12,751 | ||||||
Share repurchases, net of tax | (22,640 | ) | (193,570 | ) | ||||
Common shares, balance, December 31, 2019 | 221,792 | 1,944,311 | ||||||
Issuance of share capital on vesting of restricted share units | 85 | 1,459 | ||||||
Share repurchases, net of tax | (5,244 | ) | (43,624 | ) | ||||
Common shares, balance, March 31, 2020 | 216,633 | 1,902,146 | ||||||
Issuance of share capital on vesting of restricted share units | 2 | 35 | ||||||
Share repurchases, net of tax | (2,736 | ) | (23,952 | ) | ||||
Common shares, balance, June 30, 2020 | 213,899 | 1,878,229 | ||||||
Issuance of share capital on vesting of restricted share units | 71 | 986 | ||||||
Share repurchases, net of tax | (4,251 | ) | (37,214 | ) | ||||
Common shares, balance, September 30, 2020 | 209,719 | 1,842,001 |
[B] EMPLOYEE INCENTIVE SHARE OPTION PLAN
CI has an employee incentive share option plan [the “Share Option Plan”], as amended and restated, for the executives and key employees of CI.
No options were granted during the three and nine months ended September 30, 2020. During the year ended December 31, 2019, CI granted 743 thousand options to employees. The fair value method of accounting is used for the valuation of the 2019 share option grants. Compensation expense is recognized over the applicable vesting periods, assuming an estimated average forfeiture rate of 9%, with an offset to contributed surplus. When exercised, amounts originally recorded against contributed surplus as well as any consideration paid by the option holder are credited to share capital.
Q3 Financial Report | 15 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
The fair value of the 2019 option grants was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:
Year of grant | 2019 | 2019 | ||||
# of options granted [in thousands] | 213 | 530 | ||||
Vesting terms | At end of year 5 | 1/3 at end of years 3, 4 and 5 | ||||
Dividend yield | 3.792 | % | 3.792 | % | ||
Expected volatility (*) | 17 | % | 17 | % | ||
Risk-free interest rate | 2.238 | % | 2.182% – 2.238 | % | ||
Expected life [years] | 6.8 | 5.2 – 6.8 | ||||
Forfeiture rate | 0 | % | 13 | % | ||
Fair value per stock option | $2.48 | $2.23 – $2.48 | ||||
Exercise price | $18.99 | $18.99 | ||||
(*) Based on historical volatility of CI’s share price. |
A summary of the changes in the Share Option Plan is as follows:
Number of options |
Weighted average exercise price |
|||||||
[in thousands] | $ | |||||||
Options outstanding, December 31, 2018 | 6,958 | 32.18 | ||||||
Options exercisable, December 31, 2018 | 5,789 | 32.97 | ||||||
Options granted | 743 | 18.99 | ||||||
Options cancelled | (2,117 | ) | 34.28 | |||||
Options outstanding, December 31, 2019 | 5,584 | 29.63 | ||||||
Options exercisable, December 31, 2019 | 4,758 | 31.26 | ||||||
Options cancelled | (2,275 | ) | 33.37 | |||||
Options outstanding, March 31, 2020 | 3,309 | 27.06 | ||||||
Options exercisable, March 31, 2020 | 2,644 | 29.03 | ||||||
Options cancelled | (443 | ) | 31.88 | |||||
Options outstanding, June 30, 2020 | 2,866 | 26.32 | ||||||
Options exercisable, June 30, 2020 | 2,208 | 28.43 | ||||||
Options cancelled | (90 | ) | 24.45 | |||||
Options outstanding, September 30, 2020 | 2,776 | 26.38 | ||||||
Options exercisable, September 30, 2020 | 2,155 | 28.43 |
Q3 Financial Report | 16 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Options outstanding and exercisable as at September 30, 2020 are as follows:
Exercise price |
Number of options outstanding |
Weighted average remaining contractual life |
Number of options exercisable |
|||||||||
$ | [in thousands] | [years] | [in thousands] | |||||||||
18.99 | 604 | 8.4 | — | |||||||||
27.44 | 361 | 1.4 | 361 | |||||||||
28.63 | 1,760 | 0.4 | 1,760 | |||||||||
28.67 | 51 | 2.4 | 34 | |||||||||
18.99 to 28.67 | 2,776 | 2.3 | 2,155 |
[C] RESTRICTED SHARE UNITS
CI has an employee restricted share unit plan [the “RSU Plan”] for senior executives and other key employees. Compensation expense is recognized and recorded as contributed surplus based upon the market value of the restricted share units [“RSUs”] at the grant date. Forfeitures of RSUs reduce compensation expense to the extent contributed surplus was previously recorded for such awards. On vesting of RSUs, share capital is credited for the amounts initially recorded as contributed surplus to reflect the issuance of share capital.
During the three and nine months ended September 30, 2020, CI granted 9 and 377 thousand RSUs, respectively [three and nine months ended September 30, 2019 – 214 and 725 thousand RSUs, respectively], including 9 and 27 thousand RSUs granted to reflect dividends declared on the common shares, respectively [three and nine months ended September 30, 2019 – 11 and 28 thousand, respectively]. Also during the three and nine months ended September 30, 2020, 70 and 157 thousand RSUs were exercised, and 4 and 15 thousand RSUs were forfeited, respectively [three and nine months ended September 30, 2019 – 142 and 158 thousand exercised, and 3 and 24 thousand RSUs forfeited, respectively]. During the three and nine months ended September 30, 2020, CI credited contributed surplus for $2,677 and $8,085, respectively, related to compensation expense recognized for the RSUs [three and nine months ended September 30, 2019 – S4,661 and 10,816, respectively]. As at September 30, 2020, 862 thousand RSUs are outstanding [December 31, 2019 – 657 thousand RSUs].
CI uses a Trust to hold CI’s common shares, to fulfill obligations to employees arising from the RSU Plan. The common shares held by the Trust are not considered to be outstanding for the purposes of basic and diluted earnings per share calculations.
[D] DEFERRED SHARE UNITS
The deferred share unit plan [the “DSU Plan”] was established in March 2017, whereby directors may elect to receive all or a portion of their quarterly compensation in either cash or deferred share units [“DSUs”]. The DSUs fully vest on the grant date and an expense is recorded based upon the market value of the DSUs at the grant date with an offset included in accounts payable and accrued liabilities. At the end of each period, the change in the fair value of the DSUs is recorded as an expense with an offset recorded to the liability. DSUs can only be redeemed for cash once the holder ceases to be a director of CI.
Q3 Financial Report | 17 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
During the three and nine months ended September 30, 2020, 2.6 and 8.5 thousand DSUs were granted, respectively, and nil DSUs were exercised [three and nine months ended September 30, 2019 – 1.9 and 2.1 thousand DSUs granted, respectively, and nil exercised]. An expense of $33 and $40 was recorded during the three and nine months ended September 30, 2020, respectively [three and nine months ended September 30, 2019 – $89 and $107, respectively]. As at September 30, 2020, included in accounts payable and accrued liabilities, is an accrual of $504 for amounts to be paid under the DSU Plan [December 31, 2019 – $464].
[E] BASIC AND DILUTED EARNINGS PER SHARE
The following table presents the calculation of basic and diluted earnings per common share for the three and nine months ended September 30:
3 months ended | 9 months ended | 3 months ended | 9 months ended | |||||||||||||
[in thousands] | September 30, 2020 | September 30, 2020 | September 30, 2019 | September 30, 2019 | ||||||||||||
Numerator: | ||||||||||||||||
Net income attributable to shareholders of the Company basic and diluted | $ | 130,593 | $ | 370,971 | $ | 138,960 | $ | 390,847 | ||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares - basic | 211,348 | 215,684 | 232,140 | 237,412 | ||||||||||||
Weighted average effect of dilutive stock options and RSU awards (*) | 1,648 | 1,495 | 1,094 | 913 | ||||||||||||
Weighted average number of common shares - diluted | 212,996 | 217,179 | 233,234 | 238,325 | ||||||||||||
Net earnings per common share attributable to shareholders | ||||||||||||||||
Basic | $ | 0.62 | $ | 1.72 | $ | 0.60 | $ | 1.65 | ||||||||
Diluted | $ | 0.61 | $ | 1.71 | $ | 0.60 | $ | 1.64 |
(*) The determination of the weighted average number of common shares - diluted excludes 2,776 thousand shares related to stock options that were anti-dilutive for the three and nine months ended September 30, 2020 [three and nine months ended September 30, 2019 - 5,637 thousand shares].
[F] MAXIMUM SHARE DILUTION
The following table presents the maximum number of shares that would be outstanding if all the outstanding options were exercised and if all RSU awards vested as at October 31, 2020:
[in thousands] | |||
Shares outstanding at October 31, 2020 | 209,685 | ||
Options to purchase shares | 2,755 | ||
RSU awards | 870 | ||
213,310 |
Q3 Financial Report | 18 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
7. | DIVIDENDS |
The following dividends were paid by CI during the three and nine months ended September 30, 2020:
Cash dividend
per share |
Total dividend
amount |
|||||||||
Record date | Payment date | $ | $ | |||||||
December 31, 2019 | January 15, 2020 | 0.18 | 39,971 | |||||||
Paid during the three months ended March 31, 2020 | 39,971 | |||||||||
March 31, 2020 | April 15, 2020 | 0.18 | 38,995 | |||||||
Paid during the three months ended June 30, 2020 | 38,995 | |||||||||
Paid during the six months ended June 30, 2020 | 78,966 | |||||||||
June 30, 2020 | July 15, 2020 | 0.18 | 38,574 | |||||||
Paid during the three months ended September 30, 2020 | 38,574 | |||||||||
Paid during the nine months ended September 30, 2020 | 117,540 |
The following dividends were declared but not paid during the three months ended September 30, 2020:
Cash dividend
per share |
Total dividend
amount |
||||||||
Record date | Payment date | $ | $ | ||||||
September 30, 2020 | October 15, 2020 | 0.18 | 37,750 | ||||||
December 31, 2020 | January 15, 2021 | 0.18 | 37,749 | ||||||
Declared and accrued as at September 30, 2020 | 75,499 |
The following dividends were paid by CI during the three and nine months ended September 30, 2019:
Cash dividend
per share |
Total dividend
amount |
|||||||||
Record date | Payment date | $ | $ | |||||||
December 31, 2018 | January 15, 2019 | 0.18 | 43,899 | |||||||
Paid during the three months ended March 31, 2019 | 43,899 | |||||||||
March 31, 2019 | April 15, 2019 | 0.18 | 43,285 | |||||||
Paid during the three months ended June 30, 2019 | 43,285 | |||||||||
Paid during the six months ended June 30, 2019 | 87,184 | |||||||||
June 30, 2019 | July 15, 2019 | 0.18 | 42,461 | |||||||
Paid during the three months ended September 30, 2019 | 42,461 | |||||||||
Paid during the nine months ended September 30, 2019 | 129,645 |
Q3 Financial Report | 19 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
The following dividends were declared but not paid during the three months ended September 30, 2019:
Cash dividend
per share |
Total dividend
amount |
||||||||
Record date | Payment date | $ | $ | ||||||
September 30, 2019 | October 15, 2019 | 0.18 | 41,056 | ||||||
December 31, 2019 | January 15, 2020 | 0.18 | 41,056 | ||||||
Declared and accrued as at September 30, 2019 | 82,112 |
8. | FINANCIAL INSTRUMENTS |
The carrying amounts of the financial instruments are presented in the tables below and are classified according to the following categories:
As at | As at | |||||
September 30, 2020 | December 31, 2019 | |||||
$ | $ | |||||
Financial assets | ||||||
Fair value through profit or loss | ||||||
Cash and cash equivalents | 209,329 | 118,360 | ||||
Investments | 123,198 | 138,412 | ||||
Other assets | 14,007 | 14,507 | ||||
Amortized cost | ||||||
Client and trust funds on deposit | 485,179 | 364,964 | ||||
Accounts receivable | 160,779 | 159,760 | ||||
Other assets | 83,216 | 28,863 | ||||
Total financial assets | 1,075,708 | 824,866 | ||||
Financial liabilities | ||||||
Fair value through profit or loss | ||||||
Provisions for other liabilities | 112,138 | 8,650 | ||||
Amortized cost | ||||||
Accounts payable and accrued liabilities | 214,602 | 242,176 | ||||
Provisions for other liabilities | 15,303 | 24,486 | ||||
Dividends payable | 75,499 | 79,845 | ||||
Client and trust funds payable | 492,907 | 368,348 | ||||
Long-term debt | 1,962,398 | 1,604,494 | ||||
Total financial liabilities | 2,872,847 | 2,327,999 |
CI’s investments as at September 30, 2020 and December 31, 2019, include CI’s marketable securities, which are comprised of seed capital investments in CI’s mutual funds and strategic investments. Mutual fund securities are valued using the net asset value per unit of each fund, which represents the underlying net assets at fair values determined using closing market prices. CI’s mutual fund securities that are valued daily are classified as Level 1 in the fair value hierarchy. Mutual fund securities and
Q3 Financial Report | 20 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
strategic investments that are valued less frequently are classified as Level 2 in the fair value hierarchy. CI’s investments as at September 30, 2020, also include securities owned, at market, consisting of money market, equity securities and bonds. Money market and equity securities are valued based on quoted prices and are classified as Level 1 in the fair value hierarchy. Bonds are valued using a market comparison technique to fair value these instruments using observable broker quotes and are classified as Level 2 in the fair value hierarchy. There have been no transfers between Level 1 and Level 2 during the period.
Investments consist of the following as at September 30, 2020:
Total | Level 1 | Level 2 | Level 3 | |||||||||
$ | $ | $ | $ | |||||||||
Marketable securities | 108,222 | 33,721 | 70,846 | 3,655 | ||||||||
Securities owned, at market | 14,976 | 14,976 | — | — | ||||||||
Total investments | 123,198 | 48,697 | 70,846 | 3,655 |
Investments consist of the following as at December 31, 2019:
Total | Level 1 | Level 2 | Level 3 | |||||||||
$ | $ | $ | $ | |||||||||
Marketable securities | 118,243 | 40,587 | 74,003 | 3,653 | ||||||||
Securities owned, at market | 20,169 | 20,169 | — | — | ||||||||
Total investments | 138,412 | 60,756 | 74,003 | 3,653 |
Included in other assets are long-term private equity strategic investments of $14,007 [December 31, 2019 – $14,507] valued using Level 3 inputs.
Included in provision for other liabilities, as at September 30, 2020, is contingent consideration of $104,554 and put option payable on non-controlling interest of $7,584 [December 31, 2019 – $7,573] carried at fair value and classified as Level 3 in the fair value hierarchy. Long-term debt as at September 30, 2020, includes debentures with a fair value of $2,040,174 [December 31, 2019 – $1,586,136], as determined by quoted market prices that have been classified as Level 2 in the fair value hierarchy.
9. | CAPITAL MANAGEMENT |
CI’s objectives in managing capital are to maintain a capital structure that allows CI to meet its growth strategies and build long-term shareholder value, while satisfying its financial obligations and meeting its long-term debt covenants. CI’s capital comprises shareholders’ equity and long-term debt (including the current portion of long-term debt).
CI and its subsidiaries are subject to minimum regulatory capital requirements whereby sufficient cash and other liquid assets must be on hand to maintain capital requirements rather than using them in connection with its business. As at September 30, 2020, cash and cash equivalents of $21,579 [December 31, 2019 – $12,810] were required to be on hand for regulatory capital maintenance. Failure to maintain required regulatory capital by CI may result in fines, suspension or
Q3 Financial Report | 21 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
revocation of registration by the relevant securities regulator. CI from time to time provides loans to its subsidiaries for operating purposes and may choose to subordinate these loans in favour of general creditors. The repayment of subordinated loans is subject to regulatory approval. As at September 30, 2020 and December 31, 2019, CI met its capital requirements.
CI’s capital consists of the following:
As at | As at | |||||
September 30, 2020 | December 31, 2019 | |||||
$ | $ | |||||
Shareholders’ equity | 1,522,163 | 1,493,988 | ||||
Long-term debt | 1,962,398 | 1,604,494 | ||||
Total capital | 3,484,561 | 3,098,482 |
10. | SEGMENTED INFORMATION |
CI has two reportable segments: asset management and wealth management (formerly asset management and asset administration). These segments reflect CI’s current internal financial reporting, performance measurement and strategic priorities. Prior periods have been restated for comparative purposes.
The asset management segment includes the operating results and financial position of CI Investments, GSFM and Marret Asset Management Inc., which derive their revenues principally from the fees earned on the management of several families of mutual funds, segregated funds and exchange-traded funds. The operating results of CI Private Counsel LP are now included in the wealth management segment.
The wealth management segment includes the operating results and financial position of CI Private Counsel LP, the U.S. RIAs, WealthBar, CI Investment Services and AWM and its subsidiaries, including Assante Capital Management Ltd. and Assante Financial Management Ltd. These companies derive their revenues principally from commissions and fees earned on the sale of mutual funds and other financial products, and ongoing service to clients.
Q3 Financial Report | 22 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Segmented information as at and for the three-month period ended September 30, 2020 is as follows:
Asset
management |
Wealth
management |
Intersegment
eliminations |
Total | |||||||||
$ | $ | $ | $ | |||||||||
Management fees | 414,057 | — | (3,623 | ) | 410,434 | |||||||
Administration fees | — | 128,179 | (41,406 | ) | 86,773 | |||||||
Other revenue | 4,041 | 8,103 | — | 12,144 | ||||||||
Total revenue | 418,098 | 136,282 | (45,029 | ) | 509,351 | |||||||
Selling, general and administrative | 78,370 | 34,250 | (3,811 | ) | 108,809 | |||||||
Trailer fees | 135,264 | — | (7,295 | ) | 127,969 | |||||||
Investment dealer fees | — | 94,087 | (33,823 | ) | 60,264 | |||||||
Deferred sales commissions | 1,537 | — | (100 | ) | 1,437 | |||||||
Amortization and depreciation | 6,020 | 4,992 | — | 11,012 | ||||||||
Other expenses | 3,669 | 2,571 | — | 6,240 | ||||||||
Total expenses | 224,860 | 135,900 | (45,029 | ) | 315,731 | |||||||
Income before income taxes and non-segmented items | 193,238 | 382 | — | 193,620 | ||||||||
Interest and lease finance | (17,285 | ) | ||||||||||
Provision for income taxes | (46,102 | ) | ||||||||||
Net income for the period | 130,233 |
Q3 Financial Report | 23 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Segmented information for the three-month period ended September 30, 2019 is as follows:
Asset
management |
Wealth
management |
Intersegment
eliminations |
Total | |||||||||
$ | $ | $ | $ | |||||||||
Management fees | 451,823 | — | (3,386 | ) | 448,437 | |||||||
Administration fees | — | 115,034 | (41,842 | ) | 73,192 | |||||||
Other revenue | (2,662 | ) | 9,619 | — | 6,957 | |||||||
Total revenue | 449,161 | 124,653 | (45,228 | ) | 528,586 | |||||||
Selling, general and administrative | 94,496 | 33,456 | (3,386 | ) | 124,566 | |||||||
Trailer fees | 146,350 | — | (7,227 | ) | 139,123 | |||||||
Investment dealer fees | — | 86,150 | (34,460 | ) | 51,690 | |||||||
Deferred sales commissions | 2,783 | — | (155 | ) | 2,628 | |||||||
Amortization and depreciation | 5,421 | 2,744 | — | 8,165 | ||||||||
Other expenses | 1,821 | 605 | — | 2,426 | ||||||||
Total expenses | 250,871 | 122,955 | (45,228 | ) | 328,598 | |||||||
Income before income taxes and non-segmented items | 198,290 | 1,698 | — | 199,988 | ||||||||
Interest | (13,812 | ) | ||||||||||
Provision for income taxes | (47,380 | ) | ||||||||||
Net income for the period | 138,796 |
Q3 Financial Report | 24 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Segmented information as at and for the nine-month period ended September 30, 2020 is as follows:
Asset
management |
Wealth
management |
Intersegment
eliminations |
Total | |||||||||
$ | $ | $ | $ | |||||||||
Management fees | 1,230,433 | — | (10,544 | ) | 1,219,889 | |||||||
Administration fees | — | 362,114 | (123,289 | ) | 238,825 | |||||||
Other revenue | (3,429 | ) | 28,801 | — | 25,372 | |||||||
Total revenue | 1,227,004 | 390,915 | (133,833 | ) | 1,484,086 | |||||||
Selling, general and administrative | 242,697 | 100,791 | (10,732 | ) | 332,756 | |||||||
Trailer fees | 401,220 | — | (21,195 | ) | 380,025 | |||||||
Investment dealer fees | — | 267,845 | (101,517 | ) | 166,328 | |||||||
Deferred sales commissions | 6,514 | — | (389 | ) | 6,125 | |||||||
Amortization and depreciation | 18,045 | 11,600 | — | 29,645 | ||||||||
Other expenses | 16,117 | 4,902 | — | 21,019 | ||||||||
Total expenses | 684,593 | 385,138 | (133,833 | ) | 935,898 | |||||||
Income before income taxes and non-segmented items | 542,411 | 5,777 | — | 548,188 | ||||||||
Interest and lease finance | (47,661 | ) | ||||||||||
Provision for income taxes | (130,636 | ) | ||||||||||
Net income for the period | 369,891 | |||||||||||
Identifiable assets | 513,891 | 1,022,915 | — | 1,536,806 | ||||||||
Indefinite life intangibles | ||||||||||||
Goodwill | 1,311,034 | 419,350 | — | 1,730,384 | ||||||||
Fund contracts | 1,776,706 | — | — | 1,776,706 | ||||||||
Total assets | 3,601,631 | 1,442,265 | — | 5,043,896 |
Q3 Financial Report | 25 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
Segmented information for the nine-month period ended September 30, 2019 is as follows:
Asset
management |
Wealth
management |
Intersegment
eliminations |
Total | |||||||||
$ | $ | $ | $ | |||||||||
Management fees | 1,351,523 | — | (9,683 | ) | 1,341,840 | |||||||
Administration fees | — | 337,081 | (122,747 | ) | 214,334 | |||||||
Other revenue | 2,368 | 27,671 | — | 30,039 | ||||||||
Total revenue | 1,353,891 | 364,752 | (132,430 | ) | 1,586,213 | |||||||
Selling, general and administrative | 286,255 | 98,889 | (9,683 | ) | 375,461 | |||||||
Trailer fees | 437,606 | — | (21,163 | ) | 416,443 | |||||||
Investment dealer fees | — | 251,893 | (101,027 | ) | 150,866 | |||||||
Deferred sales commissions | 10,924 | — | (557 | ) | 10,367 | |||||||
Amortization and depreciation | 16,344 | 8,308 | — | 24,652 | ||||||||
Other expenses | 37,647 | 3,835 | — | 41,482 | ||||||||
Total expenses | 788,776 | 362,925 | (132,430 | ) | 1,019,271 | |||||||
Income before income taxes and non-segmented items | 565,115 | 1,827 | — | 566,942 | ||||||||
Interest | (41,218 | ) | ||||||||||
Provision for income taxes | (135,454 | ) | ||||||||||
Net income for the period | 390,270 | |||||||||||
As at December 31, 2019 | ||||||||||||
Identifiable assets | 463,377 | 593,199 | — | 1,056,576 | ||||||||
Indefinite life intangibles | ||||||||||||
Goodwill | 1,309,008 | 222,265 | — | 1,531,273 | ||||||||
Fund contracts | 1,779,957 | — | — | 1,779,957 | ||||||||
Total assets | 3,552,342 | 815,464 | — | 4,367,806 |
11.SELLING, GENERAL AND ADMINISTRATIVE
Included in selling, general and administrative expenses [“SG&A”] are salaries and benefits of $58,583 and $181,469 for the three and nine months ended September 30, 2020, respectively [three and nine months ended September 30, 2019 – $69,444 and $207,943, respectively]. Other SG&A of $50,226 and $151,287 for the three and nine months ended September 30, 2020, respectively, primarily includes marketing and information technology expenses as well as professional and regulatory fees [three and nine months ended September 30, 2019 – $55,122 and $167,518, respectively].
Q3 Financial Report | 26 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
12. AMORTIZATION AND DEPRECIATION
The following table provides details of amortization and depreciation:
3 months ended | 9 months ended | 3 months ended | 9 months ended | |||||||||
September 30, 2020 | September 30, 2020 | September 30, 2019 | September 30, 2019 | |||||||||
$ | $ | $ | $ | |||||||||
Depreciation of capital assets | 3,081 | 9,086 | 2,892 | 8,558 | ||||||||
Depreciation of right-of-use assets | 2,422 | 7,162 | 2,249 | 6,629 | ||||||||
Amortization of intangibles | 5,025 | 12,105 | 2,680 | 8,542 | ||||||||
Amortization of debenture transaction costs | 484 | 1,292 | 344 | 923 | ||||||||
Total amortization and depreciation | 11,012 | 29,645 | 8,165 | 24,652 |
13. UPDATE ON COVID-19
COVID-19, which has been recognized by the World Health Organization as a pandemic, has spread rapidly and extensively across the globe. Efforts by governments to control the further spread of COVID-19 have disrupted normal economic activity both domestically and globally. Uncertainty related to the extent, duration and severity of the pandemic has contributed to significant volatility in the financial markets, resulting in a decline in certain equity and commodity prices and lower interest rates and a corresponding decline in CI’s assets under management. In addition, CI may face declines in its assets under management as a result of client redemptions related to a variety of COVID-19 related factors including general market pessimism, poor fund performance, or clients’ needs for immediate cash.
CI is monitoring the impact of the pandemic and managing expenses accordingly. CI believes it is well positioned to meet its financial obligations and to support planned business operations throughout this pandemic. The extent to which CI’s business, financial condition and results of operations will be impacted by the COVID-19 pandemic, is uncertain and will depend on future developments, which are unpredictable and rapidly evolving. Accordingly, there is a higher level of uncertainty with respect to management’s judgments and estimates.
14. ACCOUNTING STANDARD AMENDMENT
IFRS 3 Business Combinations
Effective January 1, 2020, CI adopted prospectively, the amendment to IFRS 3, Business Combinations, which clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Furthermore, it clarifies that a business can exist without including all of the inputs and processes needed to create outputs. These amendments had no impact on the interim condensed consolidated financial statements of CI, but may impact future periods should CI enter into additional business combinations.
Q3 Financial Report | 27 | September 30, 2020 |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2020 and 2019 • [in thousands of Canadian dollars, except per share amounts]
15. SUBSEQUENT EVENT
On November 5, 2020, CI announced that it had applied to list its common shares on the New York Stock Exchange (the "NYSE"). The listing on the NYSE will broaden CI's investor base and increase CI's corporate profile in the U.S. market. The listing will also allow CI to offer stock as part of the purchase price for future U.S. acquisitions. In connection with the intended listing on the NYSE, CI has filed a registration statement on Form 40-F (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC"). Any listing of CI’s common shares on the NYSE will be subject to the SEC declaring the Registration Statement effective, CI attaining the approval of the NYSE and the satisfaction of applicable listing and regulatory requirements, which all remain pending as of the date of these financial statements.
16. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the interim condensed consolidated financial statement presentation in the current year.
This Report contains forward-looking statements with respect to CI, including its business operations and strategy and financial performance and condition. Although management believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially include, among other things, general economic and market factors, including interest rates, business competition, changes in government regulations or in tax laws, and other factors discussed in materials filed with applicable securities regulatory authorities from time to time. |
Q3 Financial Report | 28 | September 30, 2020 |
Exhibit 99.4
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. |
Name and Address of Company
|
CI Financial Corp. (the “Company”) 2 Queen Street East Twentieth Floor Toronto, Ontario M5C 3G7
|
|
Item 2. |
Date of Material Change
|
November 13, 2020
|
|
Item 3. | News Release |
The Company issued a news release on November 13, 2020 through the newswire services of Business Wire Inc. A copy of the news release is attached as Schedule “A” hereto and is available on SEDAR at www.sedar.com.
|
|
Item 4. | Summary of Material Change |
The Company announced that Douglas Jamieson has informed the Company of his intention to resign from his position as Chief Financial Officer to pursue other opportunities. Mr. Jamieson agreed to remain in his current position until an orderly transition of his responsibilities is completed.
|
|
Item 5. | Full Description of Material Change |
A full description of the material change is provided in the news release attached as Schedule “A”.
|
|
Item 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
The material change report is not being filed on a confidential basis.
|
|
Item 7. | Omitted Information |
No information has been omitted.
|
|
Item 8. | Executive Officer |
The following senior officer of the Company is knowledgeable about the material change described in this report:
Edward Kelterborn, Chief Legal Officer 416-681-8170
|
|
Item 9. | Date of Report |
November 13, 2020 |
SCHEDULE “A”
PRESS RELEASE
|
T: 416.364.1145 | 1.800.268.9374
2 Queen St. East, Twentieth Floor, Toronto, Ontario M5C 3G7 | cifinancial.com |
CI Financial Announces Change to Executive Management
TORONTO (November 13, 2020) – CI Financial Corp. (“CI” or the “Company”) (TSX: CIX) today announced that Douglas Jamieson has informed the Company of his intention to resign from his position as CI’s Chief Financial Officer to pursue other opportunities.
Mr. Jamieson and the Company have agreed that he will remain in his current position until an orderly transition of his responsibilities is completed. CI has initiated a search for his successor. Mr. Jamieson’s decision to resign is not the result of any issues or disagreement with the Company on any matter relating to its operations, financial statements, internal controls, policies or practices.
“On behalf of the entire company, I want to thank Doug for his 15 years of service as CI’s Chief Financial Officer,” said Kurt MacAlpine, Chief Executive Officer of CI. “Doug has been an integral part of executive management and a contributing force to our firm’s growth over many years. He has my sincerest gratitude for his dedication and commitment to CI.”
Mr. Jamieson joined CI in 1995 and has held positions that have included President and Chief Financial Officer of CI subsidiary CI Investments Inc. He has been Chief Financial Officer of CI since 2005.
About CI Financial
CI Financial Corp. (TSX: CIX) is an independent company offering global asset management and wealth management advisory services. CI’s primary asset management businesses are CI Global Asset Management and GSFM Pty Ltd., and it operates in wealth management through Assante Wealth Management (Canada) Ltd., CI Private Counsel LP, Aligned Capital Partners Inc., CI Direct Investing (WealthBar Financial Services Inc.), CI Investment Services Inc., Balasa Dinverno Foltz LLC, The Cabana Group, LLC, Congress Wealth Management, LLC, One Capital Management, LLC, and Surevest LLC. Further information is available at www.cifinancial.com.
CI Global Asset Management is a registered business name of CI Investments Inc.
This press release contains forward-looking statements concerning anticipated future events, results, circumstances, performance or expectations with respect to CI Financial Corp. (“CI”) and its products and services, including its business operations, strategy and financial performance and condition. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar references to future periods, or conditional verbs such as “will”, “may”, “should”, “could” or “would”. Forward-looking statements in this press release include statements about the transitioning of Mr. Jamieson’s responsibilities as Chief Financial Officer and the timing of his departure from CI. These statements and other forward-looking statements are not historical facts but instead represent management beliefs regarding future events, many of which by their nature are inherently uncertain and beyond management’s control. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties. The material factors and assumptions applied in reaching the conclusions contained in these forward-looking statements include that the investment fund industry will remain stable and that interest rates will remain relatively stable. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market conditions, including interest and foreign exchange rates, global financial markets, changes in government regulations or in tax laws, industry competition, technological developments and other factors described or discussed in CI’s disclosure materials filed with applicable securities regulatory authorities from time to time. The foregoing list is not exhaustive and the reader is cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, CI undertakes no obligation to update or alter any forward-looking statement after the date on which it is made, whether to reflect new information, future events or otherwise.
Contacts:
Investor Relations
Jason Weyeneth, CFA
Vice-President, Investor Relations & Strategy
416-681-8779
jweyeneth@ci.com
Media Relations
Canada
Murray Oxby
Vice-President, Communications
416-681-3254
moxby@ci.com
United States
Trevor Davis, Gregory FCA for CI Financial
610-415-1145
cifinancial@gregoryfca.com