Interim Management Report on Fund Performance
The following is an interim report of Big 8 Split Inc. (the “Company”) performance and contains financial highlights but does not contain the complete financial statements of the Company. This report should be read in conjunction with the interim financial statements and notes thereto for the six months ended June 15, 2014. You may get a copy of the interim or annual financial statements on request and at no cost by calling (416) 982-2680, by writing to us at 66 Wellington Street West, 9th Floor, Toronto-Dominion Bank Tower, Toronto, Ontario M5K 1A2 or by visiting our website located at www.tdsponsoredcompanies.com or SEDAR at www.sedar.com. Securityholders may also contact us using one of these methods to request a copy of the Company’s proxy voting policies and procedures, proxy voting disclosure record or quarterly portfolio disclosure when that information becomes available.
Recent Developments On December 13, 2013, the Company redeemed all of the outstanding Class B Preferred Shares, Class C Preferred Shares, and Class A Capital Shares for a total consideration of $48,257,848. In addition, on December 13, 2013, the Company issued 1,719,382 Class D Preferred Shares and 1,719,382 Class D Capital Shares pursuant to a final prospectus dated December 5, 2013, for consideration of $19,219,013 and $21,492,364, respectively. Subsequently, the net proceeds of which were used to fund the purchase of additional common shares of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Great-West Lifeco Inc., Manulife Financial Corporation and Sun Life Financial Inc. (the “Portfolio Shares”), and to fund the redemption of the Class B Preferred Shares, Class C Preferred Shares, and Class A Capital Shares of the Company. On June 24, 2014 TD Sponsored Companies Inc. ("TDSCI") entered into an agreement with Timbercreek Asset Management Ltd. ("Timbercreek") pursuant to which Timbercreek will acquire the rights to administer and manage TD Split Inc., 5Banc Split Inc. and Big 8 Split Inc. The closing of the transaction is subject to customary closing conditions including obtaining requisite shareholder, stock exchange and regulatory approvals. It is anticipated that an information circular will be prepared for late July 2014, with the shareholder vote expected to occur in August 2014. Subject to obtaining the appropriate approvals, the transaction is expected to close in September 2014.
Results of Operations The Company’s Statements of Income and Retained Earnings (Deficit) is presented for the six months ended June 15, 2014. As a result of the 2013 Capital Reorganization as at December 15, 2013, the Statements of Income and Retained Earnings (Deficit) and per Unit amounts for the six months ended June 15, 2013 are not considered comparable and are presented for informational purposes only. Net investment income - For the six months ended June 15, 2014, the Company’s net investment income, prior to dividends paid to Preferred Shareholders and unrealized change in the investment portfolio, was $0.3364 per Unit compared to $0.5886 per Unit a year ago. On a dollar basis, the Company’s net investment income was $578,430 compared to $727,686 a year ago. Revenue per Unit for the six months ended June 15, 2014 was $0.4070, as compared to $0.7161 a year ago. Operating expenses per Unit were $0.0705 compared to $0.1275 a year ago. Preferred Share dividend - Holders of Class D Preferred Shares are entitled to receive quarterly fixed cumulative dividends equal to $0.1125 per Class D Preferred Share. For the six months ended June 15, 2014, the Company declared and paid dividends of $386,861 or $0.2250 per Class D Preferred Share (June 15, 2013 - $245,739 or $0.4200 per Class B Preferred Share and $224,648 or $0.3450 per Class C Preferred Share) Capital Share dividend - For the six months ended June 15, 2014, the Company declared and paid dividends of $176,237 or $0.1025 per Class D Capital Share (June 15, 2014 - $287,428 or $0.2325 per Class A Capital Share). Net Asset Value - The Net Asset Value per Class D Capital Share as at June 15, 2014 was $12.65 compared to $11.00 as at December 15, 2013 reflecting an increase of 15% over the past six months primarily due to appreciation in the market value of the Company’s investment holding in its Portfolio Shares. The total fair value of the Company’s investment portfolio as at June 15, 2014 was $38,655,442 (December 15, 2013 - $33,861,503). Interim Management Report on Fund Performance
Big 8 Split Inc.
Future Accounting and Reporting Changes The Canadian Institute of Chartered Accountants Accounting Standards Board requires all Canadian publicly accountable enterprises which are investment companies to adopt International Financial Reporting Standards (“IFRS”) for the years beginning on or after January 1, 2014. This was extended from January 1, 2011 as a result of the delay to the International Accounting Standards Board standards with relation to investment companies. The Company will adopt IFRS for the fiscal year 2015 starting December 16, 2014. The fiscal 2015 financial statements will include comparative 2014 financial results under IFRS. The objective of the change to IFRS is to move towards the use of a single set of world-wide accounting standards, thereby facilitating and improving global capital flow, as well as improving financial reporting and transparency. It has been determined that the implementation of IFRS will not have a material impact on the financial statements and related disclosures.
Related Party Transactions As of December 15, 2008, TD Sponsored Companies Inc. (“TDSCI”), a wholly-owned subsidiary of TDSI, assumed the role of Administrator of the Company and administers the ongoing operations pursuant to the Administration Agreement dated December 15, 2008. Beginning December 16, 2008, in consideration for the services provided by TDSCI as Administrator, the Company pays a monthly fee of 1/12 of 0.25% of the market value of the Portfolio Shares. The total management fee paid to TDSCI for the six months ended June 15, 2014 was $53,082 (June 15, 2013 - $58,366). Accrued liabilities include an amount of $9,047 (June 15, 2013 - $9,816) due to TDSCI. The Administration Agreement has a term expiring upon the redemption or retraction of all Preferred Shares and Capital Shares. For the six months ended June 15, 2014, the Company paid $343 (June 15, 2013 – nil) to TDSI for the additional purchase of the Portfolio Shares.
Financial Highlights The following tables show selected key financial information about the Company and is intended to help you understand the Company’s financial performance for the past 6m months. This interim information is derived from the Company’s unaudited financial statements. For the S ix Months Ended 2014 Net Asset Value per Unit, beginning of the period
…………………………………………………………………………..….. $21.00
(1)
Increase (decrease) from operations: T otal revenue…………………………………………………………………………………………………………………………………………… 0.41 T otal expenses…………………………………………………………………………….…………………………………………………………… (0.07) Unrealized gains (losses) for the period…………………………………………………………………………………………………………… 1.60 Total increase (decrease) from operations Distributions:
(2)
1.94 …………………………….……………………………………………………………
From dividends on Preferred Shares(3)………………………………………………….…………………………………………….
(0.23)
From dividends on Capital Shares….…………………………………………………..…………………………………………….
(0.10)
……………………………………………...……………….…………………………………………….
(0.33)
Total Distributions
(2) (3)
Re-Leveraging Class D Preferred Share Issue Costs(4)…………………………………………………..……………………………………………. Total Re-Leveraging
0.03 0.03
Net Assets per Unit, end of the period………………………………………………………………………………………….
$22.65
Redemption Value per Class D Preferred Share ………………………………………………………………………………………. (10.00) Net Assets per Class D Capital Share ……………………………………………………….…………………………………………….$12.65
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Big 8 Split Inc.
(1)
Net assets presented in the financial statements are prepared by recording the fair value of the Portfolio Shares on the last bid price and differs from the net asset value calculated for fund pricing purposes whereby the fair value is recorded on the closing price. A reconciliation of this difference can be found in the notes to the financial statements.
(2)
Net assets and distributions are based on the actual number of units outstanding at the relevant time.
(3)
All distributions were paid in cash.
(4)
Over-accrued issue costs of $57,545 on issuance of Class D Preferred Shares were reversed in 2014.
Ratios and Supplemental Data – Class D Capital Shares For the S ix Months Ended 2014 T otal net asset value (000s)
…………………………………………………………………………………………………….
(1)(2)
$21,770
Number of shares outstanding (1)………………………………………………………..…………………………………………….
1,719,382
Management Expense Ratio (excluding Preferred Dividends) (3)………………….…………………………………………….
1.73%
Management Expense Ratio (including Preferred Dividends) (3)………………….…………………………………………….
2.46%
Portfolio T urnover Rate (4)……………………………………………………………..……………………………………………. n/a T rading Expense Ratio (5)……………………………………………………………….……………………………………………. nil Net asset value per Class D Capital Share (1)(2)………………………………….……………………………………………. $12.66 Closing Market Price per Class D Capital Share (1)…………………………………………………………………………………. $11.84
Ratios and Supplemental Data – Class D Preferred Shares For the S ix Months Ended 2014 …………………………………………………………………………………………………….
$17,194
Number of shares outstanding ……………………………………………………….…………………………………………….
1,719,382
……………………………………………………………………………………………………….
n/a
……………………………………………………………..…………………………………………….
n/a
……………………………………………………………….…………………………………………….
nil
T otal net asset value (000s)
(1)(2) (1)
Management Expense Ratio Portfolio T urnover Rate T rading Expense Ratio
(3)
(4)
(5)
Net asset value per Class D Preferred Share
………………………………..…………………………………………….$10.00
(1)(2)
Closing Market Price per Class D Preferred Share (1)………..……………………………………………………….……………………………. $10.35
(1)
The information is provided as of June 15, 2014.
(2)
Net Asset Value per Capital Share is equal to Net Asset Value attributable to Capital Shares divided by the number of Capital Shares outstanding. Net Asset Value per Preferred Share is represented by its redemption value of $10.00. Net Asset Value is calculated using the closing price
(3)
Management expense ratio for Capital Shares is based on the requirements of National Instrument 81-106. This instrument requires that all split share companies produce an expense ratio which allocates all operating expenses of the Fund, all distributions on Preferred Shares and all issuance costs to the Capital Shares and expresses this as an annualized percentage of net assets applicable only to the Capital Shares during the period. The management expense ratio per Capital Share should not be interpreted as the required return necessary for the Fund or the Capital Share to cover the operating expenses of the Fund. This calculation is based only on a portion of the Fund’s assets whereas the Fund utilizes its entire assets to generate investment returns. Management believes that the base management expense ratio per Unit disclosed in the table above is the most representative ratio in assessing the ongoing efficiency of the administration of the Fund, making comparisons to the expense ratios of single unit mutual funds or determining the minimum investment returns necessary by the Fund to achieve growth in Net Asset Value per Unit.
(4)
The Company was created to acquire and hold the Portfolio Shares and only trades the Portfolio Shares in limited circumstances as described in the prospectus. The Portfolio Shares are not actively traded and the Company can be considered to be a passive investment vehicle. At or shortly before year-end, Portfolio Shares are disposed of on a pro-rata basis to facilitate the Company’s special annual retraction, if necessary. As a result the turnover rate is considered not applicable for these purposes.
(5)
Trading commissions were paid to fund the special annual retraction and were deducted from the proceeds paid to the retracting shareholders. Trading commissions charged on all other assets were immaterial.
Interim Management Report on Fund Performance
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Big 8 Split Inc.
Past Performance Year by Year Returns The following chart shows the total return to shareholders and net asset value of the Company’s Class D Capital Shares for the past 6 months, since their issuance on December 13, 2013, indicating, in percentage terms, how much an investment made on the first day of the financial year would have grown by June 15, 2014 based on the market value including dividends received during the year. Past performance is not an indication of how the Class D Capital Shares will perform in the future.
Total Return to Shareholders
(1)
Net Asset Value
Dividend Reinvestment
(2)
(1)
Total Return to Shareholders is the annual change in the market value of capital shares and includes dividends received.
(2)
Includes Return to shareholders and assumes all dividends received are reinvested in Capital Shares. This may not be relevant as the Company is not an open-ended investment fund.
Summary of Investment Portfolio Below is a summary of the Company’s investment portfolio as at June 15, 2014. The composition of the investment portfolio is unlikely to change significantly due to the investment objectives of the Company. Weekly updates are available on the internet at www.tdsponsoredcompanies.com or by contacting the investor relations at 416-982-2680. As at June 15, 2014 Pricing Net Assets (Closing price)……………………………………………………………………………………………………………… $38,963,531 GAAP Net Assets (Last bid Price)…………………………………………………………………………………………………………… $38,945,212 Percentage Net Assets of Net Assets Bank of M ontreal………………………………………………………………………………………………………………………………….. 5,023,773 12.9% The Bank of Nova Scotia…………………………………………………………………………………………………………………………. 5,030,034 12.9% Canadian Imperial Bank of Commerce…………………………………………………………………………………………………………… 4,901,646 12.6% Royal Bank of Canada.……………………………………………………………………………………………………………………………. 4,947,727 12.7% Toronto Dominion Bank………………………………………………………………………………………………………………………….. 5,099,889 13.1% Great-West Lifeco Inc..…………………………………………………………………………………………………………………………… 4,164,393 10.6% M anulife Financial Corporation…………………………………………………………………………………………………………………. 4,677,919 12.0% Sun Life Financial Inc…...………………………………………………………………………………………………………………………… 4,810,061 12.4% 38,655,442 99.2% Cash ………………………………..………………………………………………………………………………………………………………. 219,869 0.6% Dividends Receivables………….…………………………………………………………………………………………………………………. 118,404 0.3% Less: Accrued Liabilities…………………………………………………………………………………………………………………………… (48,503) -0.1% Total Net Assets…………………………………………………………………………………………………………………………………… 38,945,212 100.0%
Interim Management Report on Fund Performance
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Big 8 Split Inc.