EX-99.6 7 a15-2771_4ex99d6.htm EX-99.6

Exhibit 99.6

 

 



 

Table of Contents

 

Management Report of Fund Performance

3

 

 

Audited Financial Statements

7

 

The annual management report of fund performance is an analysis and explanation that is designed to complement and supplement an investment fund’s financial statements. This report contains financial highlights but does not contain the complete annual financial statements of the investment fund. A copy of the annual financial statements has been included separately within the Report to Unitholders. You can also get a copy of the annual financial statements at your request, and at no cost, by calling 1-866-299-9906, by visiting our website at www.sprottphysicalsilvertrust.com or SEDAR at www.sedar.com or by writing to us at: Sprott Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2700, P.O. Box 27, Toronto, Ontario M5J 2J1.

 

2



 

Sprott Physical Silver Trust

 

December 31, 2014

 

Management Report of Fund Performance

 

Investment Objective and Strategies

 

Sprott Physical Silver Trust (the “Trust”) is a closed-end mutual fund trust organized under the laws of the Province of Ontario, Canada, created to invest and hold substantially all of its assets in physical silver bullion. The Trust seeks to provide a secure, convenient and exchange-traded investment alternative for investors interested in holding physical silver bullion without the inconvenience that is typical of a direct investment in physical silver bullion. The Trust intends to achieve its objective by investing primarily in long-term holdings of unencumbered, fully allocated, physical silver bullion and does not speculate with regard to short-term changes in silver prices.

 

The units of the Trust are listed on the New York Stock Exchange (“NYSE”) Arca and the Toronto Stock Exchange (“TSX”) under the symbols “PSLV” and “PHS.U”, respectively.

 

Risks

 

The risks of investing in the Trust are detailed in the Trust’s annual information form dated March 31, 2014. There have been no material changes to the Trust since inception that have affected the overall level of risk. The principal risks associated with investing in the Trust are the price of silver, the net asset value and/or the market price of the units, the purchase, transport, insurance and storage of physical silver bullion, liabilities of the Trust, and redemption of units.

 

Results of Operations

 

For the year ended December 31, 2014, the total change in unrealized losses on physical silver bullion amounted to $185.6 million compared to the change in unrealized losses of $536.1 million during the same period in 2013.

 

During the year ended December 31, 2014, the Trust did not issue any units. The Trust redeemed 5,065 units for cash at a total cost of $38,183 during the period.

 

The value of the net assets of the Trust as of December 31, 2014 was $775.0 million or $6.09 per unit, compared to $967.6 million or $7.60 per unit per unit as at December 31, 2013, the Trust’s most recent fiscal year end. The Trust held 49,287,870 ounces of physical silver bullion as of December 31, 2014, unchanged from December 31, 2013. As at December 31, 2014, the spot price of silver was $15.70 an ounce compared to a price of $19.47 an ounce as at December 31, 2013. The Trust returned -19.90% compared to the return on spot silver of -19.34% for the year ended December 31, 2014.

 

The Trust’s net asset value per unit on December 31, 2014 was $6.09. The units closed at $6.15 on the NYSE Arca and $6.16 on the TSX on December 31, 2014 compared to closing prices of $7.57 on the NYSE Arca and $7.58 on the TSX on December 31, 2013. The units are denominated in U.S. dollars on both exchanges. During the year ended December 31, 2014, the Trust’s units traded on the NYSE Arca at an average premium to net asset value of approximately 3.0%.

 

3



 

OPERATING EXPENSES

 

The Trust pays its own operating expenses, which include, but are not limited to, audit, legal, trustee fees, unitholder reporting expenses, general and administrative fees, filing and listing fees payable to applicable securities regulatory authorities and stock exchanges, storage fees for the physical silver bullion, costs incurred in connection with the Trust’s continuous disclosure public filing requirements and investor relations and any expenses associated with the implementation and on-going operation of the Independent Review Committee of the Trust. Operating expenses for the year ended December 31, 2014 amounted to $2,477,218 (not including applicable Canadian taxes) compared to $1,913,509 for the same period in 2013. The increase in operating expenses over the period was primarily due to higher legal and listing fees, higher administrative expenses related to the allocation of expenses across the funds administered by the Manager and higher unitholder reporting costs. Operating expenses for the year ended December 31, 2014 amounted to 0.26% of the average net assets during the year, compared to 0.16% for the same period in 2013.

 

Related Party Transactions

 

MANAGEMENT FEES

 

The Trust pays the Manager, Sprott Asset Management LP, a monthly management fee equal to 1/12 of 0.45% of the value of the net assets of the Trust (determined in accordance with the trust agreement), plus any applicable Canadian taxes. The management fee is calculated and accrued daily and payable monthly in arrears on the last day of each month. For the year ended December 31, 2014, the Trust incurred management fees of $4,254,205 (not including applicable Canadian taxes) compared to $5,345,220 for the same period in 2013.

 

4



 

Financial Highlights

 

The following tables show selected key financial information about the Trust and are intended to help you understand the Trust’s financial performance for the years shown.

 

Net assets per unit1

 

 

 

December 31,
2014
$

 

December 31,
2013
$

 

December 31,
2012
$

 

December 31,
2011
$

 

October 28,
2010 —
December 31,
2010
$

 

Net assets per Unit, beginning of period

 

7.60

 

11.86

 

10.81

 

12.09

 

10.00

 

Increase (decrease) from operations2:

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

 

 

 

 

 

Total expenses

 

(0.05

)

(0.06

)

(0.08

)

(0.09

)

(0.01

)

Realized gains (losses) for the period

 

 

 

 

 

 

Unrealized gains (losses) for the period

 

(1.46

)

(4.21

)

0.57

 

(1.19

)

2.60

 

Total increase (decrease) from operations

 

(1.51

)

(4.27

)

0.49

 

(1.28

)

2.59

 

Net assets per Unit, end of period

 

6.09

 

7.60

 

11.86

 

10.81

 

12.09

 

 


1                                     This information is derived from the Trust’s annual financial statements.

2                                     Net assets per unit is calculated based on the actual number of units outstanding at the relevant time. The increase/decrease from operations is based on the weighted average number of units outstanding over the period shown. This table is not intended to be a reconciliation of the beginning to ending net assets per unit.

 

Ratios and Supplemental Data

 

 

 

December 31,
2014

 

December 31,
2013

 

December 31,
2012

 

December 31,
2011

 

December 31,
2010

 

Total net asset value (000’s)1

 

$

775,016

 

$

967,551

 

$

1,510,942

 

$

621,428

 

$

695,232

 

Number of Units outstanding1

 

127,360,215

 

127,365,280

 

127,367,197

 

57,497,090

 

57,500,000

 

Management expense ratio2

 

0.76

%

0.65

%

0.65

%

0.66

%

0.62

%

Trading expense ratio3

 

nil

 

nil

 

nil

 

nil

 

nil

 

Portfolio turnover rate4

 

nil

 

nil

 

nil

 

nil

 

nil

 

Net asset value per Unit

 

$

6.09

 

$

7.60

 

$

11.86

 

$

10.81

 

$

12.09

 

Closing market price — NYSE Arca

 

$

6.15

 

$

7.57

 

$

12.04

 

$

13.43

 

$

14.07

 

Closing market price — TSX

 

$

6.16

 

$

7.58

 

$

12.07

 

$

13.55

 

$

14.07

 

 


1                                     This information is provided as at the date shown, as applicable.

2                                     Management expense ratio (“MER”) is based on total expenses (including applicable Canadian taxes and excluding commissions and other portfolio transaction costs) for the stated period and is expressed as an annualized percentage of daily average net asset value during the year ended December 31, 2014.

3                                     The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of daily average net asset value during the period shown. Since there are no direct trading costs associated with physical bullion trades, the trading expense ratio is nil.

4                                     The Trust’s portfolio turnover rate indicates how actively the Trust’s portfolio adviser trades its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Trust buying and selling all of the securities in its portfolio once in the course of the year. The higher the Trust’s portfolio turnover rate in a year, the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of the Trust.

 

5



 

Past Performance

 

The indicated rates of return are the historical total returns including changes in unit values and assume reinvestment of all distributions in additional units of the Trust. These returns do not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that may reduce returns. Please note that past performance is not indicative of future performance. All rates of returns are calculated based on the Net Asset Value of the units of the Trust.

 

Year-by-Year Returns

 

The bar chart below indicates the performance of the Trust units for the years shown. The chart shows, in percentage terms, how much an investment made on the first day of each period would have grown or decreased by the last day of each year.

 

 


*                                         Return for the period from October 28, 2010 to December 31, 2010

 

Summary of Investment Portfolio

 

As of December 31, 2014

 

 

 

Ounces

 

Fair Value
per ounce
$

 

Average
Cost
$

 

Fair
Value
$

 

% of
Net Asset
Value
%

 

Physical silver bullion

 

49,287,870

 

15.70

 

1,361,835,584

 

773,942,786

 

99.9

 

Cash and Cash Equivalents

 

 

 

 

 

 

 

1,357,559

 

0.2

 

Other Net Liabilities

 

 

 

 

 

 

 

(284,666

)

(0.1

)

Total Net Asset Value

 

 

 

 

 

 

 

775,015,679

 

100.0

 

 

This summary of investment portfolio may change due to the ongoing portfolio transactions of the Trust.

 

6



 

Sprott Physical Silver Trust

 

Audited financial statements

 

December 31, 2014

 

7



 

GRAPHIC

 

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

 

Sprott Asset Management LP, the “Manager” of the Sprott Physical Silver Trust (the “Trust”) is responsible for the integrity, consistency, objectivity and reliability of the Financial Statements of the Trust. International Financial Reporting Standards have been applied and management has exercised its judgment and made best estimates where appropriate.

 

The Manager’s internal controls and supporting procedures maintained provide reasonable assurance that financial records are complete and accurate. These supporting procedures include the oversight of RBC Investor Services, the Trust’s valuation agent.

 

Management has assessed the effectiveness of the internal controls over financial reporting as at December 31, 2014 using the framework found in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, management has concluded that as at December 31, 2014 the Manager’s internal controls over financial reporting were effective.

 

Ernst & Young LLP, the independent auditors appointed by the Manager of the Trust, have audited the effectiveness of the Trust’s internal control over financial reporting as at December 31, 2014 in addition to auditing the Trust’s Financial Statements as of the same date. Their reports, which expressed an unqualified opinion, can be found on pages 2 to 3 of the Financial Statements. Ernst & Young have full and free access to, and meet periodically with, the Manager of the Trust to discuss their audit and matters arising there from, such as, comments they may have on the fairness of financial reporting and the adequacy of internal controls.

 

Steven Rostowsky

Chief Financial Officer

March 10, 2015

 

8



 

INDEPENDENT AUDITORS’ REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

 

To Sprott Asset Management LP (the “Manager”), the Trustee and the Unitholders of the Sprott Physical Silver Trust

 

We have audited the accompanying financial statements of Sprott Physical Silver Trust, which comprise the statements of financial position as at December 31, 2014 and 2013, and the statements of comprehensive income (loss), changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

 

Management’s responsibility for the financial statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of Sprott Physical Silver Trust as at December 31, 2014 and 2013, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Other matter

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sprott Physical Silver Trust’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 10, 2015 expressed an unqualified opinion on Sprott Physical Silver Trust’s internal control over financial reporting.

 

 

Toronto, Canada

March 10, 2015

 

9



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To Sprott Asset Management LP (the “Manager”), the Trustee and the Unitholders of the Sprott Physical Silver Trust

 

We have audited the Sprott Physical Silver Trust’s (the “Trust”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the “COSO criteria”). The Manager is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Responsibility for Financial Information. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. A Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustee of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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

 

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

 

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the statements of financial position of the Trust as at December 31, 2014 and 2013, and the statements of comprehensive income (loss), changes in equity and cash flows for the years then ended and our report dated March 10, 2015 expressed an unqualified opinion thereon.

 

 

Toronto, Canada

March 10, 2015

 

10



 

Sprott Physical Silver Trust

 

Statements of comprehensive income (loss)

(in U.S. dollars)

 

 

 

For the year ended
December 31, 2014

 

For the year ended
December 31, 2013

 

 

 

$

 

$

 

Income

 

 

 

 

 

Net realized gains on redemptions/sales of bullion

 

 

 

Change in unrealized losses on silver bullion

 

(185,608,263

)

(536,089,139

)

Sales Tax refund

 

248,867

 

278,028

 

 

 

(185,359,396

)

(535,811,111

)

 

 

 

 

 

 

Expenses

 

 

 

 

 

Management fees (note 11)

 

4,254,205

 

5,345,220

 

Bullion storage fees

 

1,368,490

 

1,332,713

 

Sales tax

 

406,042

 

415,892

 

Unitholder reporting costs

 

273,242

 

135,619

 

Listing and regulatory filing fees

 

271,200

 

164,500

 

Administrative fees

 

242,918

 

102,770

 

Legal fees

 

156,659

 

31,971

 

Audit fees

 

115,323

 

93,000

 

Net foreign exchange losses

 

25,180

 

13,198

 

Independent Review Committee fees

 

18,546

 

33,532

 

Trustee fees

 

5,000

 

5,000

 

Custodial fees

 

660

 

1,206

 

 

 

7,137,465

 

7,674,621

 

Net loss and comprehensive loss for the year

 

(192,496,861

)

(543,485,732

)

Decrease in total equity from operations per Unit (note 9)

 

(1.51

)

(4.27

)

 

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

 

On behalf of the Manager, Sprott Asset Management LP,

by its General Partner, Sprott Asset Management GP Inc.:

 

John Wilson

Steven Rostowsky

Director

Director

 

11



 

Sprott Physical Silver Trust

 

Statements of financial position

(in U.S. dollars)

 

 

 

As at
December 31, 2014

 

As at
December 31, 2013

 

 

 

$

 

$

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash (note 6)

 

1,357,559

 

7,960,067

 

Silver bullion

 

773,942,786

 

959,551,049

 

Accounts receivable

 

 

39,607

 

Total assets

 

775,300,345

 

967,550,723

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

284,666

 

 

Total liabilities

 

284,666

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Unitholders’ capital

 

1,453,426,490

 

1,453,477,140

 

Unit premium and reserves

 

58,480

 

56,470

 

Retained earnings (deficit)

 

(616,001,435

)

(423,515,031

)

Underwriting commissions and issue expenses

 

(62,467,856

)

(62,467,856

)

Total equity (note 8)

 

775,015,679

 

967,550,723

 

 

 

 

 

 

 

Total liabilities and equity

 

775,300,345

 

967,550,723

 

 

 

 

 

 

 

Total equity per Unit

 

6.09

 

7.60

 

 

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

 

12



 

Sprott Physical Silver Trust

 

Statements of changes in equity

(in U.S. dollars)

For the years ended December 31, 2014 and 2013

 

 

 

Number of
Units
outstanding

 

Unitholders’
Capital

 

Retained
Earnings

 

Underwriting
Commissions
and Issue
Expenses

 

Unit
Premiums
and
Reserves

 

Total Equity

 

 

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2013

 

127,367,197

 

1,453,496,310

 

119,967,606

 

(62,577,581

)

55,632

 

1,510,941,967

 

Proceeds from issuance of Units

 

 

 

 

 

 

 

Cost of Redemption of Units

 

(1,917

)

(19,170

)

3,095

 

 

838

 

(15,237

)

Net loss for the year

 

 

 

(543,485,732

)

 

 

(543,485,732

)

Underwriting commissions and issue expenses

 

 

 

 

109,725

 

 

109,725

 

Balance at December 31, 2013

 

127,365,280

 

1,453,477,140

 

(423,515,031

)

(62,467,856

)

56,470

 

967,550,723

 

Balance at January 1, 2014

 

127,365,280

 

1,453,477,140

 

(423,515,031

)

(62,467,856

)

56,470

 

967,550,723

 

Proceeds from issuance of Units (note 8)

 

 

 

 

 

 

 

Cost of Redemption of Units (note 8)

 

(5,065

)

(50,650

)

10,457

 

 

2,010

 

(38,183

)

Net loss for the year

 

 

 

(192,496,861

)

 

 

(192,496,861

)

Underwriting commissions and issue expenses

 

 

 

 

 

 

 

Balance at December 31, 2014

 

127,360,215

 

1,453,426,490

 

(616,001,435

)

(62,467,856

)

58,480

 

775,015,679

 

 

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

 

13



 

Sprott Physical Silver Trust

 

Statements of cash flows

(in U.S. dollars)

 

 

 

For the year ended
December 31, 2014

 

For the year ended
December 31, 2013

 

 

 

$

 

$

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net loss for the year

 

(192,496,861

)

(543,485,732

)

Adjustments to reconcile net loss for the period to net cash from operating activities

 

 

 

 

 

Unrealized losses on silver bullion

 

185,608,263

 

536,089,139

 

Net changes in operating assets and liabilities

 

 

 

 

 

Decrease (increase) in accounts receivable

 

39,607

 

(39,607

)

Increase (decrease) in accounts payable

 

284,666

 

(47,705

)

Net cash used in operating activities

 

(6,564,325

)

(7,483,905

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchase of silver bullion

 

 

 

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of Units (note 8)

 

 

 

Payments on redemption of Units (note 8)

 

(38,183

)

(15,237

)

Underwriting commissions and issue (expenses) recovery

 

 

109,725

 

Net cash provided by (used in) financing activities

 

(38,183

)

94,488

 

Net decrease in cash during the year

 

(6,602,508

)

(7,389,416

)

Cash at beginning of year

 

7,960,067

 

15,349,483

 

Cash at end of year (note 6)

 

1,357,559

 

7,960,067

 

 

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

 

14



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

1. Organization of the Trust

 

Sprott Physical Silver Trust (the “Trust”) is a closed-end mutual fund trust created under the laws of the Province of Ontario, Canada, pursuant to a trust agreement dated as of June 30, 2010, as amended and restated as of October 1, 2010 (the “Trust Agreement”). The Trust’s initial public offering was priced on October 28, 2010 and closed on November 2, 2010. The Trust is authorized to issue an unlimited number of redeemable, transferable trust units (the “Units”). All issued Units have no par value, are fully paid for, and are listed and traded on the New York Stock Exchange Arca (the “NYSE Arca”) and the Toronto Stock Exchange (the “TSX”) under the symbols “PSLV” and “PHS.U”, respectively.

 

The investment objective of the Trust is to seek to provide a secure, convenient and exchange-traded investment alternative for investors interested in holding physical silver bullion without the inconvenience that is typical of a direct investment in physical silver bullion. The Trust invests and intends to continue to invest primarily in long-term holdings of unencumbered, fully allocated, physical silver bullion and does not speculate with regard to short-term changes in silver prices. The Trust has only purchased and expects only to own “good delivery bars” as defined by the London Bullion Market Association (“LBMA”), with each bar purchased being verified against the LBMA source.

 

The Trust’s registered office is located at Suite 2700, South Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada, M5J 2J1.

 

Sprott Asset Management LP (the “Manager”) acts as the manager of the Trust pursuant to the Trust Agreement and management agreement with the Trust. RBC Investor Services Trust, a trust company organized under the laws of Canada, acts as the trustee of the Trust. RBC Investor Services Trust also acts as custodian on behalf of the Trust for the Trust’s assets other than physical silver bullion. The Royal Canadian Mint acts as custodian on behalf of the Trust for the physical silver bullion owned by the Trust.

 

The financial statements of the Trust as at and for the year ended December 31, 2014 were authorized for issue by the Manager on March 10, 2015.

 

2. Basis of Preparation

 

The financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB” or the “Board”)”.

 

The financial statements have been prepared on a historical cost basis, except for physical silver bullion and financial assets and financial liabilities held at fair value through profit or loss, that have been measured at fair value.

 

The financial statements are presented in U.S. dollars and all values are rounded to the nearest dollar unless otherwise indicated.

 

2.1 Summary of Significant Accounting Policies

 

(i) Cash

 

Cash consists of cash on deposit with the Trust’s custodian, which is not subject to restrictions.

 

(ii) Silver bullion

 

Investments in silver bullion are measured at fair value determined by reference to published price quotations, with unrealized and realized gains and losses recorded in income based on the International Accounting Standards 40 Investment Property fair value model as IAS 40 is the most relevant standard to apply. Investment transactions in physical silver bullion are accounted for on the business day following the date the order to buy or sell is executed. Realized and unrealized gains and losses of holdings are calculated on an average cost basis.

 

15



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

(iii) Other financial liabilities

 

This category includes all financial liabilities, other than those classified at fair value through profit and loss. The Trust includes in this category management fees payable, due to brokers and other accounts payable.

 

(iv) Unitholder’s Capital

 

Classification of redeemable units

 

Redeemable units are classified as equity instruments when:

 

·                  The units entitle the holder to a pro rata share of the Trust’s net assets in the event of the Trust’s liquidation;

·                  The redeemable units are in the class of instruments that is subordinate to all other classes of instruments;

·                  All redeemable units in the class of instruments that is subordinate to all other classes of instruments have identical features;

·                  The redeemable units do not include any contractual obligation to deliver cash or another financial asset other than the holder’s rights to a pro rata share of the Trust’s net assets; and

·                  The total expected cash flows attributable to the redeemable units over the life of the instrument are based substantially on the profit or loss, the change in the recognized net assets or the change in the fair value of the recognized and unrecognized net assets of the Trust over the life of the instrument.

 

In addition to the redeemable units having all the above features, the Trust must have no other financial instrument or contract that has:

 

·                  Total cash flows based substantially on the profit or loss, the change in the recognized net assets or the change in the fair value of the recognized and unrecognized net assets of the Trust; and

·                  The effect of substantially restricting or fixing the residual return to the redeemable unitholders.

 

The Trust continuously assesses the classification of the redeemable units. If the redeemable units cease to have all the features or meet all the conditions set out to be classified as equity, the Trust will reclassify them as financial liabilities and measure them at fair value at the date of reclassification, with any differences from the previous carrying amount recognised in equity.

 

(v) Fees and commission expenses

 

Fees and commission expenses are recognized on an accrual basis.

 

(vi) Income taxes

 

In each taxation year, the Trust will be subject to income tax on taxable income earned during the year, including net realized taxable capital gains. However, the Trust intends to distribute its taxable income to unitholders at the end of every fiscal year and therefore the Trust itself would not have any income tax liability.

 

(vii) Functional and presentation currency

 

The Trust’s functional and presentation currency is the U.S. Dollar. The Trust’s performance is evaluated and its liquidity is managed in U.S. Dollars. Therefore, the U.S. Dollar is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.

 

3. Significant Accounting Judgments, Estimates and Assumptions

 

The preparation of the Trust’s financial statements requires the Manager to make judgments, estimates and assumptions that affect the amounts recognized in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that may require a material adjustment to the carrying amount of the asset or liability affected in future periods.

 

Judgments

 

In the process of applying the Trust’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

 

16



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

Going Concern

 

The Trust’s management has made an assessment of the Trust’s ability to continue as a going concern and is satisfied that the Trust has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Trust’s ability to continue as a going concern. Therefore, the financial statements continue to be prepared on a going concern basis.

 

Estimation Uncertainty

 

For tax purposes, the Trust generally treats gains from the disposition of silver bullion as capital gains, rather than income, as the Trust intends to be a long-term passive holder of silver bullion, and generally disposes of its holdings in silver bullion only for the purposes of meeting redemptions and to pay expenses. The Canada Revenue Agency has, however, expressed its opinion that gains (or losses) of mutual fund trusts resulting from transactions in commodities should generally be treated for tax purposes as ordinary income rather than as capital gains, although the treatment in each particular case remains a question of fact to be determined having regard to all the circumstances.

 

The Trust based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Trust. Such changes are reflected in the assumptions when they occur.

 

4. Certain Relevant Standards, Interpretations and Amendments Issued

 

New standards and standards issued but not yet effective at the date of the issuance of the Trust’s financial statements are listed below.

 

IFRS 9, Financial Instruments (“IFRS 9”), will replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”) effective January 1, 2018. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules presently in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Trust is in the process of assessing the impact of IFRS 9 and has not yet determined when it will adopt the new standard.

 

There are no other IFRS interpretations which are not yet effective that would be expected to have a material impact on the financial statements.

 

5. Segment Information

 

For management purposes, the Trust is organized into one main operating segment, which invests in physical silver bullion. All of the Trust’s activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon an analysis of the Trust as one segment. The financial results from this segment are equivalent to the financial statements of the Trust as a whole. The Trust’s operating income is earned entirely in Canada and is primarily generated from its investment in physical silver bullion.

 

6. Cash

 

As at December 31, 2014 and 2013, cash consisted entirely of cash on deposit.

 

17



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

7. Fair Value Measurements

 

As at December 31, 2014 and 2013, due to the short- term nature of financial assets and financial liabilities recorded at cost, it is assumed that the carrying amount of those instruments approximates their fair value.

 

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

·                  Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

·                  Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

·                  Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

 

Silver bullion is measured at fair value on a recurring basis. The fair value measurement of silver falls within Level 1 of the hierarchy, and is based on published price quotations.

 

8. Unitholders’ Capital

 

The Trust is authorized to issue an unlimited number of redeemable, transferable Trust Units in one or more classes and series of Units. The Trust’s capital is represented by the issued, redeemable, transferable Trust units. Quantitative information about the Trust’s capital is provided in the statement of changes in equity. Under the Trust Agreement, Units may be redeemed at the option of the unitholder on a monthly basis for physical silver bullion or cash. Units redeemed for physical silver bullion will be entitled to a redemption price equal to 100% of the NAV of the redeemed Units on the last business day of the month in which the redemption request is processed. A unitholder redeeming Units for physical silver bullion will be responsible for expenses in connection with effecting the redemption and applicable delivery expenses, including the handling of the notice of redemption, the delivery of the physical silver bullion for Units that are being redeemed and the applicable silver storage in-and-out fees. Units redeemed for cash will be entitled to a redemption price equal to 95% of the lesser of (i) the volume-weighted average trading price of the Units traded on the NYSE Arca, or, if trading has been suspended on the NYSE Arca, on the TSX for the last five business days of the month in which the redemption request is processed and (ii) the NAV of the redeemed Units as of 4:00 p.m., Eastern Standard time, on the last business day of the month in which the redemption request is processed.

 

When Units are redeemed and cancelled and the cost of such Units is either above or below their stated or assigned value, the unitholders’ capital is reduced by an amount equal to the stated or assigned value of the Units. The difference between the redemption price and the stated or assigned values of the Units is allocated to the Unit premiums and reserves account (equal to the 5% reduction to the redemption price for Units redeemed for cash as described above) and the Retained earnings account based on the allocated portion attributable to the redemption. For the year ended December 31, 2014, the Trust issued no Units (December 31, 2013: no Units) and redeemed 5,065 Units (December 31, 2013: 1,917 Units).

 

Net Asset Value

 

Net Asset Value (“NAV”) is defined as the Trust’s net assets (fair value of total assets less fair value of total liabilities, excluding all liabilities represented by outstanding Units, if any) calculated using the value of physical silver bullion based on the end-of-day price provided by a widely recognized pricing service.

 

18



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

Capital management

 

As a result of the ability to issue, repurchase and resell Units of the Trust, the capital of the Trust as represented by the Unitholders’ capital in the statement of financial position can vary depending on the demand for redemptions and subscriptions to the Trust. The Trust is not subject to externally imposed capital requirements and has no legal restrictions on the issue, repurchase or resale of redeemable Units beyond those included in the Trust Agreement. The Trust may not issue additional Units except (i) if the net proceeds per Unit to be received by the Trust are not less than 100% of the most recently calculated NAV immediately prior to, or upon, the determination of the pricing of such issuance or (ii) by way of Unit distribution in connection with an income distribution.

 

The Trust’s objectives for managing capital are:

 

·                  To invest and hold substantially all of its assets in physical silver bullion; and

·                  To maintain sufficient liquidity to meet the expenses of the Trust, and to meet redemption requests as they arise.

 

Refer to “Financial risk management objectives and policies” (Note 10) for the policies and procedures applied by the Trust in managing its capital.

 

9. Increase (Decrease) in Total Equity from operations per Unit

 

Increase (decrease) in total equity from operations per unit is calculated by dividing the net income (loss) for the period attributable to the Trust’s unitholders by the weighted average number of units outstanding during the period.

 

 

 

For the year ended
December 31, 2014

 

For the year ended
December 31, 2013

 

Net loss for the period attributable to the Trust’s units

 

$

(192,496,861

)

$

(543,485,732

)

Weighted average number of units outstanding

 

127,362,815

 

127,366,663

 

Decrease in total equity from operations per unit

 

$

(1.51

)

$

(4.27

)

 

10. Financial Risk and Management Objectives and Policies

 

Introduction

 

The Trust’s objective in managing risk is the creation and protection of unitholder value. Risk is inherent in the Trust’s activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Trust’s continuing profitability. The Trust is exposed to market risk (which includes price risk, interest rate risk and currency risk), credit risk and liquidity risk arising from the silver bullion that it holds. Only certain risks of the Trust are actively managed by the Manager, as the Trust is a passive investment company. The risks are managed in accordance with the Trust’s offering documents.

 

Risk management structure

 

The Trust’s Manager is responsible for identifying and controlling risks.

 

19



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

Risk mitigation

 

The Trust has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy.

 

The discussion below clarifies the Trust’s management of various risks:

 

Excessive risk concentration

 

The Trust’s risk is concentrated in physical silver bullion, whose value constitutes 99.9% of total equity as at December 31, 2014 (99.2% as at December 31, 2013).

 

Price risk

 

Price risk arises from the possibility that changes in the market price of the Trust’s investments, which consist almost entirely of silver bullion, will result in changes in fair value of such investments.

 

If the market value of silver increased by 1%, with all other variables held constant, this would have increased total equity and comprehensive income by approximately $7.7 million (December 31, 2013: $9.6 million); conversely, if the value of silver bullion decreased by 1%, this would have decreased total equity and comprehensive income by the same amount.

 

Interest rate risk

 

Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Trust does not hedge its exposure to interest rate risk as that risk is minimal.

 

Currency risk

 

Currency risk arises from the possibility that changes in the price of foreign currencies will result in changes in carrying value. The Trust’s assets, substantially all of which consist of an investment in silver bullion, are priced in U.S. dollars. Some of the Trust’s expenses are payable in Canadian dollars. Therefore, the Trust is exposed to currency risk, as the value of its liabilities denominated in Canadian dollars will fluctuate due to changes in exchange rates. Most of such liabilities, however, are short term in nature and are not significant in relation to the net assets of the Trust, and, as such, exposure to foreign exchange risk is limited. The Trust does not enter into currency hedging transactions.

 

As at December 31, 2014, approximately $213,000 (December 31, 2013: $nil) of the Trust’s liabilities were denominated in Canadian dollars.

 

Credit risk

 

Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. The Trust primarily incurs credit risk when entering into and settling silver bullion transactions. It is the Trust’s policy to only transact with reputable counterparties. The Manager closely monitors the creditworthiness of the Trust’s counterparties, such as bullion dealers, by reviewing their financial statements, when available, regulatory notices and press releases. The Trust seeks to minimize credit risk relating to unsettled transactions in silver bullion by only engaging in transactions with bullion dealers with high creditworthiness. The risk of default is considered minimal, as payment for silver bullion, is only made against the receipt of the bullion by the custodian.

 

Liquidity risk

 

Liquidity risk is defined as the risk that the Trust will encounter difficulty in meeting obligations associated with financial liabilities and redemptions. Liquidity risk arises because of the possibility that the Trust could be required to pay its liabilities earlier than expected. The Trust is also subject to redemptions for both cash and silver bullion on a regular basis. The Trust manages its obligation to redeem units when required to do so and its overall liquidity risk by only allowing for redemptions monthly, which require 15-day advance notice to the Trust. The Trust’s liquidity risk is minimal, since its primary investment is physical silver bullion, which trades in a highly liquid market. All of the Trust’s financial liabilities, including due to brokers, accounts payable and management fees payables have maturities of less than three months.

 

20



 

Sprott Physical Silver Trust

Notes to the Annual Financial Statements December 31, 2014

 

11. Related Party Disclosures

 

The following parties are considered related parties to the Trust:

 

Investment Manager — Sprott Asset Management LP

 

The Trust pays the Manager a monthly management fee equal to 1/12 of 0.45% of the value of net assets of the Trust (determined in accordance with the Trust Agreement) plus any applicable Canadian taxes, calculated and accrued daily and payable monthly in arrears on the last day of each month. Total management fees for the year ended December 31, 2014 amounted to $4,254,205 compared to $5,345,220 for the same period in 2013.

 

Ownership and Other

 

As at December 31, 2014, the Trust’s related parties included the Manager. The Manager owned 0.32% (December 31, 2013: 0.32%) of the units. There have been no other transactions between the Trust and its related parties during the reporting period.

 

12. Independent Review Committee (“IRC”)

 

In accordance with National Instrument 81-107, Independent Review Committee for Investment Funds (“NI 81-107”), the Manager has established an IRC for a number of funds managed by it, including the Trust. The mandate of the IRC is to consider and provide recommendations to the Manager on conflicts of interest to which the Manager is subject when managing certain funds, including the Trust. The IRC is composed of three individuals, each of whom is independent of the Manager and all funds managed by the Manager, including the Trust. Each fund subject to IRC oversight pays a share of the IRC member fees, costs and other fees in connection with operation of the IRC. The IRC reports annually to unitholders of the funds subject to its oversight on its activities, as required by NI 81-107.

 

13. Soft Dollar Commissions

 

There were no soft dollar commissions for the years ended December 31, 2014 and 2013.

 

14. Personnel

 

The Trust did not employ any personnel during the period, as its affairs were administered by the personnel of the Manager and/or the Trustee, as applicable.

 

15. Events After the Reporting Period

 

There were no material events after the reporting period.

 

21



 

Corporate Information

 

Head Office

Sprott Physical Silver Trust

Royal Bank Plaza, South Tower

200 Bay Street

Suite 2700, PO Box 27

Toronto, Ontario M5J 2J1

Telephone: (416) 203-2310

Toll Free: (877) 403-2310

Email: ir@sprott.com

 

Auditors

Ernst & Young LLP

Ernst & Young Tower

P.O. Box 251, 222 Bay Street

Toronto-Dominion Centre

Toronto, Ontario M5K 1J7

 

Legal Counsel

Baker & McKenzie LLP

Brookfield Place

Bay Wellington Tower

181 Bay Street, Suite 2100

Toronto, Ontario Canada M5J 2T3

 

Seward & Kissel LLP

901 K Street NW, 8th Floor

Washington, DC 20001