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Driven to increase
shareholder value
Fiscal 2019 Annual Report
Financial Overview
Selected financial information(1)(2)(8)
(C$ thousands, except per share and % amounts,
and number of employees)
Canaccord Genuity Group Inc. (CGGI)
Revenue
Commissions and fees
Investment banking
Advisory fees
Principal trading
Interest
Other
Total revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses(3)
Restructuring costs(4)
Acquisition-related costs
Loss on extinguishment of convertible debentures
Acceleration of long-term incentive plan expense
Share of loss of an associate(5)
Total expenses
Income before income taxes
Net income
Net income attributable to CGGI shareholders
Non-controlling interests
Earnings per common share – basic
Earnings per common share – diluted
Dividends per common share
Dividends per Series A Preferred Share
Dividends per Series C Preferred Share
Book value per diluted common share(6)
Excluding significant items(7)
Total revenue
Total expenses
Income before income taxes
Net income
Net income attributable to CGGI shareholders
Net income attributable to non-controlling interests
Earnings per common share – diluted
Balance sheet data
Total assets
Total liabilities
Non-controlling interests
Total shareholders’ equity
Number of employees
For the years ended March 31
2019
2018
2017
2019/2018 change
$
556,475
294,241
142,228
125,830
51,008
20,785
$
461,937
282,195
122,372
113,921
27,875
14,577
1,190,567
1,022,877
599,867
116,758
356,240
13,070
3,064
8,608
—
304
1,097,911
92,656
71,582
70,530
1,052
0.58
0.48
0.20
0.9712
1.2482
6.25
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
526,614
99,239
298,250
7,643
6,732
—
48,355
298
987,131
35,746
17,077
13,024
4,053
0.04
0.03
0.15
0.9712
1.2482
5.71
$ 1,190,567
$ 1,054,981
135,586
$
107,355
$
106,303
$
1,052
$
0.80
$
$ 1,022,877
912,270
$
110,607
$
81,657
$
77,604
$
4,053
$
0.59
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
396,741
196,129
130,749
119,040
16,847
20,040
879,546
454,998
85,698
284,966
—
—
—
—
—
825,662
53,884
43,186
38,103
5,083
0.29
0.27
0.10
1.173
1.4375
5.08
878,353
817,096
61,257
49,196
43,903
5,293
0.32
$ 4,749,294
3,870,934
1,997
876,363
2,135
$ 4,020,736
3,165,813
13,571
841,352
1,956
$ 5,203,516
4,426,873
11,858
764,785
1,700
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
94,538
12,046
19,856
11,909
23,133
6,208
167,690
73,253
17,519
57,990
5,427
(3,668)
8,608
(48,355)
6
110,780
56,910
54,505
57,506
(3,001)
0.54
0.45
0.05
0.00
0.00
0.54
167,690
142,711
24,979
25,698
28,699
(3,001)
0.21
728,558
705,121
(11,574)
35,011
179
20.5%
4.3%
16.2%
10.5%
83.0%
42.6%
16.4%
13.9%
17.7%
19.4%
71.0%
(54.5)%
n.m.
(100.0%)
2.0%
11.2%
159.2%
n.m.
n.m.
(74.0)%
n.m.
n.m.
33.3%
0.0%
0.0%
9.5%
16.4%
15.6%
22.6%
31.5%
37.0%
(74.0)%
35.6%
18.1%
22.3%
(85.3)%
4.2%
9.2%
(1) Data is in accordance with IFRS except for book value per diluted common share, figures excluding significant items and number of employees. See Non-IFRS Measures on page 14.
(2)
The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to August 9, 2018 –
42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 – 15%; March 31, 2018 – 42%].
(3) Consists of trading costs, premises and equipment, communication and technology, interest, general and administrative, amortization of tangible and intangible assets, and development costs.
(4)
Restructuring costs for the year ended March 31, 2019 related to termination benefits and certain real estate costs incurred as a result of the restructuring of our UK capital markets operations. Restructuring
costs for the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff reductions in our Canadian and
US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale.
Represents the Company’s equity portion of the net loss of its investment in Canaccord Genuity Growth Corp. and Canaccord Genuity Acquisition Corp. for the year ended March 31, 2019 and the Company’s
equity portion of the net loss of its investment in Canaccord Genuity Acquisition Corp for the year ended March 31, 2018.
Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares in connection with
deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the number of diluted common shares
outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred consideration related to acquisitions, promissory notes
and convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not yet cancelled, and estimated forfeitures in respect of unvested share
awards under share-based payment plans.
Net income and earnings per common share excluding significant items reflect tax-effected adjustments related to such items. See the Selected Financial Information Excluding Significant Items table on
page 24.
Data includes the operating results of Hargreave Hale Limited since September 18, 2017, the operating results of Jitneytrade Inc. and Finlogik Inc. since June 6, 2018, the operating results of McCarthy Taylor
Ltd. since January 29, 2019 and the operating results of Petsky Prunier LLC since February 13, 2019.
(5)
(6)
(7)
(8)
n.m.: not meaningful (percentages over 300% are indicated as n.m.)
Driven to increase shareholder value
Our fiscal 2019 results reflect our priority of increasing contributions
from stable and higher margin businesses, as we dive deeper into
areas where we have strong domain expertise. With a continued focus
on revenue growth and cost discipline, we have achieved meaningful
financial improvement, even as we have invested for growth.
Revenue
(C$ millions, fiscal years ended March 31)
Net Income (Loss)(1)
(C$ millions, fiscal years ended March 31)
2019
2018
2017
2016
2015
$1,190.6
$1,022.9
2019
2018
2017
2016
2015
($6.0)
$ 49.2
$39.3
$879.5
$787.8
$880.8
$107.4
$81.7
Diluted Earnings (Loss) per Share(1)
(C$, fiscal years ended March 31)
$0.80
$0.59
($0.21)
$0.32
$0.25
2019
2018
2017
2016
2015
Contents
Introduction 1 | Global Performance 2 | Letter to Shareholders 4 | Letter from the Executive
Chairman 7 | Canaccord Genuity Wealth Management 8 | Canaccord Genuity Capital Markets 10 |
MD&A and Financials 13 | Shareholder Information Inside Back Cover
About Canaccord Genuity Group Inc.
Through its principal subsidiaries, Canaccord Genuity Group Inc. (the Company) is a leading independent,
full-service financial services firm, with operations in two principal segments of the securities industry:
wealth management and capital markets. Since its establishment in 1950, the Company has been driven
by an unwavering commitment to building lasting client relationships. We achieve this by generating
value for our individual, institutional and corporate clients through comprehensive investment solutions,
brokerage services and investment banking services. The Company has wealth management offices
located in Canada, the UK, Guernsey, Jersey, the Isle of Man and Australia. Canaccord Genuity, the
international capital markets division, operates in North America, the UK & Europe, Asia, Australia and
the Middle East. We are driven by your success.
Canaccord Genuity Group Inc. is publicly traded under the symbol CF on the TSX.
(1) These figures exclude significant items. Figures excluding significant items
are non-IFRS measures. See Non-IFRS Measures on page 14.
Canaccord Genuity Group Inc. 2019 Annual Report
1
Driven to increase shareholder value
Global Performance
With an increasingly lower risk business model and a diversified revenue mix that positions
us to be opportunistic in any market environment, we are growing our profitability faster
than expenses.
/ $1.2 billion
Record revenue for fiscal 2019
/ $0.80
Fiscal 2019 diluted earnings
per share(1)
Driving stronger returns for our shareholders
/ 31.5%
net income(1) improvement
in fiscal 2019
Improved business mix is driving earnings power
/ 53%of fiscal 2019 EPS(1) from global
wealth management
Important contributor of stable, recurring revenue
/ $623.2 million
in working capital
Well capitalized for continued investment in
our key priorities
(1) These figures exclude significant items. Figures excluding significant items
are non-IFRS measures. See Non-IFRS Measures on page 14.
2
Canaccord Genuity Group Inc. 2019 Annual Report
Our efforts to increase stability in our business
have delivered the added benefits of driving
enhanced outcomes for our clients and making us
a stronger competitor.
Fiscal 2019 Revenue by Division
Fiscal 2019 EPS(1) Contribution by Business Segment
• CG Capital Markets(2) 59%
• CG Wealth Management 39%
• Corporate and Other 2%
• CG Wealth Management 53%
• CG Capital Markets 47%
Total Expenses as a Percent of Revenue(1)
(Fiscal years ended March 31)
Net Income (Loss) before Income Taxes(1) – Contributions
by Business Segment (C$ millions, fiscal years ended March 31)
2019
2018
2017
2016
2015
86.6%
89.2%
93.0%
100.8%
93.9%
2019
2018
2017
2016
2015
$80.4
$75.4
$62.5
$57.5
$46.4
$29.5
-$10.2 $16.4
$44.3
$14.5
• CG Capital Markets • CG Wealth Management
Geographic Distribution of Revenue
(Percent of total fiscal year revenue)
2019
2018
2017
2016
2015
• Canada • US • Rest of World
(1) These figures exclude significant items. Figures excluding significant items
are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) Includes Australia Wealth Management.
Canaccord Genuity Group Inc. 2019 Annual Report
3
Driven to increase shareholder value
Letter to Shareholders
Fellow Shareholders:
Fiscal 2019 was another good year for Canaccord
Genuity Group Inc. We continued to deliver on our
objectives of strengthening our existing businesses,
and expanding into the verticals that we know
best. As a result, our Company is demonstrating
the resilience and sustainability that we have been
working to achieve over the past few years.
Revenue for the full fiscal year was a record $1.2 billion,
reflecting higher contributions from our global wealth
management operations and increased capital raising and
advisory activity in our core focus sectors, primarily in our
North American capital markets business. On an adjusted(1)
basis, Canaccord Genuity Group Inc. earned pre-tax net
income of $135.6 million and diluted earnings per share
of $0.80 for the fiscal year, a year-over-year improvement
of 36%. We estimate that roughly half of this amount was
contributed by our global wealth management operations
and half from our global capital markets business.
Over the past three years we have reshaped our business
to derive more predictable contributions from stable
businesses and verticals.
During this period, we doubled client assets in our
global wealth management businesses and increased
contributions from higher margin businesses, with an
emphasis on increasing our advisory activities. In the
second half of fiscal 2019, we announced two acquisitions
where we saw opportunities to add complementary growth
in these areas:
The addition of Thomas Miller’s private client business in
the UK and the Isle of Man contributes further growth in our
client assets and expands our UK business. It also enhances
our financial planning capabilities, as we look to expand our
wealth management offering to meet the future planning
needs of our growing client base. This transaction closed in
May 2019.
In our capital markets business, the acquisition of mid-
market advisory firm Petsky Prunier adds scale in our
US business and creates an exceptional opportunity to
diversify our revenue streams and improve earnings power
through market cycles. The revenue growth and profitability
impact of these developments will be more wholly reflected
as we progress through the coming fiscal year.
With a more stable and diverse global franchise, we are
focused on enhancing our profit margins and delivering
stronger, more sustainable returns for our shareholders.
We remain balanced in our capital allocation by maintaining
capital to support the long-term growth of our business
and returning excess capital to our shareholders. During the
year we committed capital to grow our wealth management
operations and to invest in complementary growth
strategies that will make us a stronger capital markets
competitor. We also repurchased and cancelled a total of
1,379,200 shares and we expect to increase our activity
around our share repurchase program into fiscal 2020.
In addition, I am pleased to announce that our Board of
Directors has approved a supplemental dividend of $0.16,
bringing our full fiscal year dividend payment to $0.20, an
increase of 33% from a year ago.
Our wholly owned wealth management operations
have continued to demonstrate stability of revenues
and are increasingly contributing a greater share of our
profitability.
Excluding significant items, our combined wealth
management businesses contributed record pre-tax net
income of $75.4 million for the fiscal year, up 31% from a
year ago. This was achieved on revenue of $461.8 million,
(1) Adjusted earnings is a non-IFRS measure generally referred to by the
Company as net income excluding significant items. See Non-IFRS Measures
on page 14.
4
Canaccord Genuity Group Inc. 2019 Annual Report
a year-over-year increase of 25%. We are entrusted with
client assets of $65.7 billion globally.
With 73% of revenue derived from recurring, fee-based
activities, our UK & European wealth management business
is an important driver of our firm-wide stability. Despite
increased development costs in connection with our
growth initiatives, the adjusted pre-tax profit margin in this
business was 19% for the fiscal year. We anticipate greater
margin improvement over the coming years, as we unlock
synergies and expand our financial planning capability
to simultaneously deliver greater value for our clients
and shareholders.
In Canada, our wealth management business delivered
another year of impressive growth, with revenue of
$206.8 million, of which 38% was from fee-based assets.
Stabilizing market conditions, improved transaction activity
and meaningful growth in managed assets supported an
increase of client assets to $20.7 billion, while the average
book size per IA team improved by 23% over the year, to
$135.1 million. The adjusted pre-tax profit margin in this
business continued to improve on a year-over-year basis,
despite increased costs to support the growth of this
segment. Recruiting momentum has remained strong
and we have continued to solidify our position as a leading
independent wealth management business in Canada,
as our investment and improved reputation in recent
years is making our platform increasingly attractive to
established advisors.
Looking ahead, we anticipate that Australia will contribute
a greater share of growth for our wealth management
operations. Our increased investment in our Australian
operation early in the fiscal year has given us a greater
foothold in the region, from which we have been actively
exploring opportunities to increase contributions from
this segment.
Although we have placed a strong focus on adding scale in
our wealth management businesses through acquisitions
and recruiting, a key element of our strategy also involves
organic growth through technological innovation,
product development and the expansion of our client
relationships to increase allocations toward advice-based
services. Looking forward, we will continue to focus on
asset and revenue growth with a greater emphasis on
margin improvement.
While we better leverage our scale to generate efficiencies
and drive organic growth, we are steadily improving our pre-
tax profit margin as we move toward our goal of 20% for our
combined global wealth management businesses by fiscal
2022, a material increase from 16% this year.
Our strategic focus for our global capital markets
businesses has centred on establishing mid-market
leadership in our core focus sectors, while making
disciplined investments to deepen our client offering and
enhance earnings stability through market cycles.
/ Driven by your success
The launch of our new CG brand identity in December marked a pivotal moment in our
history, firmly establishing that we have become the better, stronger company that we
have all worked so hard to build. Our brand is built on the idea that employees across
our organization are driven to always do better – for our clients, our shareholders and
our colleagues. We believe that our new visual identity captures the improved energy
and engagement across our organization, as we leverage our shared strengths to do
our best work.
/ Driven to deliver superior client outcomes
/ Driven to strengthen employee engagement
/ Driven to become more profitable
/ Driven to increase shareholder value
Canaccord Genuity Group Inc. 2019 Annual Report
5
Driven to increase shareholder value
Without question, our industry was impacted by significant
market headwinds during the fiscal year, largely driven
by ongoing political uncertainty in the UK, a US federal
government shutdown during our second half, and a
rotation away from small-cap equities in Australia. Despite
these challenges, our global capital markets operations
earned annual revenue of $704.3 million and adjusted pre-
tax net income of $80.4 million, year-over-year increases
of 11% and 29%, respectively. Proficient integration of our
sales, trading, research, investment banking and advisory
efforts in all regions has helped drive incremental revenue
growth and deeper relationships with our clients.
On a regional basis, our US operation was the most
significant contributor of revenue for this segment and
we expect that profitability in this business will continue
to strengthen as we realize the benefits of the expanded
advisory capability that has been driven both organically
and through our acquisition of mid-market advisory firm
Petsky Prunier. Our Canadian business was the strongest
contributor to profitability, delivering adjusted pre-tax net
income of $63.0 million, reflecting increased activity levels
and our active involvement with numerous transactions in
the cannabis sector. Commissions and fees revenue in this
business also increased each quarter since we completed
our acquisition of Jitneytrade in the first fiscal quarter.
Market uncertainty in Australia led to a difficult period
for small-cap equities, but capital raising activities have
recently reaccelerated, and the outcome of the recent
federal election gives us optimism that this business will
recover as activity levels improve.
And finally, despite a strong third quarter in the UK,
the three-month period from January to March 2019
experienced an eight-year low for listings on both the LSE
and AIM markets, a result of prolonged Brexit uncertainty,
further compounded by fears of a global economic
slowdown. We took steps to restructure this operation in our
fourth quarter and a restructuring charge of $11.8 million
has been recorded as a significant item for that period. A
substantial headcount reduction will be reflected in our
results for the first quarter of fiscal 2020 and we have also
taken steps to rationalize our fixed costs, the impact of
which will also be seen in the coming fiscal year.
we can add the most value, we protect our ability to form
lasting partnerships with our clients and provide market-
leading services at every stage of the business cycle.
Our improved business mix has contributed to both
earnings stability and earnings growth.
We are excited about the opportunities ahead – and
perhaps more importantly, we are advantageously
positioned to manage through the inevitable challenges
that this dynamic industry and its ever-changing operating
environment present us. We continue to watch our
expenses closely, and despite higher costs associated
with increased activity levels and investments to support
growth, we have modestly reduced our total expenses as a
percentage of revenue on a year-over-year basis.
Underpinning our ability to deliver on our strategic
priorities is a very strong culture.
While we can’t predict changes in the market environment
or regulatory or political challenges, we can ensure that we
have a deep bench of talented and committed colleagues
working together every day to deliver the very best
outcomes for our clients and our shareholders.
We have continued to advance our employee development
and diversity initiatives, as we endeavour to make
Canaccord Genuity the employer of choice for talented
professionals who want to build a rewarding career. And
finally, the launch of our new CG brand identity in December
marked a pivotal moment in our history, firmly establishing
that we have become the better, stronger company that we
have all worked so hard to build.
I would like to thank all our employees and directors for their
ongoing commitment to our long-term strategy. And to my
fellow shareholders, I thank you for your continued support
and remind you that in everything we do, we are driven to
increase the long-term value of our business for our clients
and our valued investors.
Kind regards,
“Dan Daviau”
As an independent investment bank, Canaccord Genuity
occupies an increasingly vital role in supporting healthy
economies in the regions where we live and work. By
upholding a disciplined focus in the areas where we know
Dan Daviau
President & CEO
Canaccord Genuity Group Inc.
6
Canaccord Genuity Group Inc. 2019 Annual Report
Letter from the Executive Chairman
Leadership and governance will continue to be critical as
we execute the next phase of our growth.
We have a very capable and accountable group of
professionals leading our firm today, and we are continually
taking steps to position our businesses and employees for a
successful future.
Our strong partnership culture has been integral to our
ability to increase productivity and grow our market share
in key regions and verticals. As we continue to advance our
business goals, we are committed to fostering an inclusive
work environment where all employees can thrive and feel
like they belong. We recognize that we have more work to
do if we want to achieve our longer-term diversity goals,
but we have made excellent progress embedding this
into our firm-wide culture. This has resulted in positive
advancements in our talent management processes and in
our daily interactions that I am confident will deliver results
over the longer term.
We are also committed to ensuring strong corporate
governance to support our long-term strategic objectives.
As we focus on achieving sustainable growth in the areas
where we can add the most value, we will evaluate and
adjust our Board composition to reflect our evolving
business mix and to represent the best interests of you,
our fellow shareholders.
On behalf of the Board of Directors, I would also like to
thank the senior management team and all employees
of Canaccord Genuity Group Inc. for their relentless
commitment and support.
As I reflect on fiscal 2019, I am resolute in my belief that we
have the capacity to create additional shareholder value, as
we work to continuously improve our financial performance
and establish market leadership in the areas where we
are strongest.
“David Kassie”
David Kassie
Executive Chairman
Canaccord Genuity Group Inc.
Our fiscal 2019 results reflect excellent progress against
a strategy that we implemented just a few years ago, to
refocus our business and increase firm-wide shareholder
alignment. Because of our ongoing efforts, we have
improved our business mix to derive a greater share of
earnings from our wealth management businesses. We are
also improving product and revenue diversity in our capital
markets business, to further enhance the stability and
predictability of our earnings in varying market conditions.
Our strategy has been, and will continue to be, centred on
building enduring value for our shareholders.
We are committed to returning capital to our shareholders
as we balance capital deployment for continued disciplined
growth. During fiscal 2019, 1.4 million shares were
purchased and cancelled, and we increased the annual
dividend payment on our common shares by 33.3%
compared to the prior year.
The stability and earnings growth that is being driven by
our global wealth management businesses has given us
increased confidence in the sustainability and direction of
our earnings. On that note, I am pleased to report that our
Board of Directors has approved a new dividend policy for
the coming fiscal year. Beginning in the first quarter of fiscal
2020, we will eliminate the practice of paying a variable
supplemental dividend at the end of each fiscal year
and we will instead implement a fixed quarterly dividend
payment of at least $0.05 per share, which we hope to
increase as we achieve further growth in global wealth
management operations.
We also anticipate that share buybacks will continue to
be an important feature in our commitment to providing
enhanced returns to our shareholders, particularly in
periods when our capital markets businesses deliver
outsized returns.
6
Canaccord Genuity Group Inc. 2019 Annual Report
Canaccord Genuity Group Inc. 2019 Annual Report
7
Driven to increase shareholder value
Canaccord Genuity
Wealth Management
Canaccord Genuity Wealth Management provides clients with the
focused and personalized service that they expect from a local
investment manager, with the added benefit of the vast resources,
expertise and support uniquely available from a global financial
institution. We have continued to add scale across our wholly owned
wealth management operations through acquisitions and recruiting,
creating a stable financial foundation which is contributing to a more
predictable business, with greater consistency of earnings.
With strong business momentum and a collaborative culture,
Canaccord Genuity Wealth Management continues to be a very
attractive destination for top industry talent and the clients
they serve.
$65.7 billion
in total client assets(2)
UK & Europe
Top 10 wealth manager in the UK & Europe by assets
In the UK & Europe, Canaccord Genuity Wealth Management investment professionals and fund managers provide highly
tailored discretionary portfolio management, advisory and execution stockbroking, wealth planning and fund management
services to individual investors, institutions and charities. With more than 70% of revenues from recurring, fee-based
assets, our wealth management operations in the UK & Europe are an important driver of our firm-wide stability.
UK & Europe Wealth Management Income (Loss)
before Income Taxes(1)
(C$ millions, fiscal years ended March 31)
UK & Europe Wealth Management Client Assets(2)
(C$ billions and £ billions, fiscal years ended March 31)
2019
2018
2017
2016
2015
$48.5
$37.4
2019
2018
2017
2016
2015
$27.6
$23.9
$21.6
$44.2
£25.4
$44.9
£24.8
$24.5
£14.7
$22.8
£12.2
$21.8
£11.6
We continue to advance our objectives of expanding our national
footprint across the UK and broadening our offering of fully
integrated investment and wealth planning services.
(1) These figures exclude significant items. Figures excluding significant items
are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) Assets under administration, management and management contract.
8
Canaccord Genuity Group Inc. 2019 Annual Report
Global Wealth Management Revenue
(C$ millions, fiscal years ended March 31)
Global Wealth Management Income (Loss) before
Income Taxes(1)
(C$ millions, fiscal years ended March 31)
2019
2018
2017
2016
2015
$461.8
$370.3
2019
2018
2017
2016
2015
$267.1
$246.6
$250.9
$75.4
$57.6
$29.6
$16.4
$14.5
• Canada • UK & Europe
• Canada • UK & Europe
Canada
On track to become leading independent Canadian wealth management business
Our Canadian wealth management business has investment advisory teams operating from a network of offices across the
country, providing a full range of investment advisory and wealth planning strategies with an emphasis on bespoke services
to meet the unique needs of their clients. Since 2016, we have welcomed 37 IA teams with more than $9.0 billion in client
assets, demonstrating our unique ability to drive success regardless of the value proposition to clients.
Canada Wealth Management Income (Loss)
before Income Taxes(1)
(C$ millions, fiscal years ended March 31)
Canada Wealth Management Client Assets(2)
(C$ billions, fiscal years ended March 31)
2019
2018
2017
2016
2015
$2.0
($7.5)
($7.1)
$26.8
2019
$20.7
$20.2
2018
2017
2016
2015
$15.6
$13.2
$9.2
$10.7
We have made excellent progress against our strategic
priorities of increasing client assets and driving better
returns, as we help new and existing advisors grow.
Australia
Canaccord Genuity Wealth Management has offices in Melbourne, Sydney and Perth and our advisors
provide comprehensive wealth management solutions to growing numbers of clients in Australia and
Southeast Asia. The exceptional performance of our capital markets business in the region has created
an opportunity to expand this business and we anticipate that Australia will contribute a greater share of
growth for our global wealth management operations, as we further progress with our growth plans.
(1) These figures exclude significant items. Figures excluding significant items
are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) Assets under administration, management and management contract.
Canaccord Genuity Group Inc. 2019 Annual Report
9
Driven to increase shareholder value
Canaccord Genuity
Capital Markets
Our global capital markets operations provide investment banking, advisory, sales and trading, equity research and fixed
income services to corporate and institutional clients around the world. Independent advice and a globally integrated service
model are the hallmarks of our ability to lead the market in key sectors of the global economy. During fiscal 2019, we made
disciplined investments to deepen our client offering and enhance our earnings stability through market cycles.
C$31.1 billion
The amount we have helped raise
for global growth companies in
fiscal 2019
Our specialized expertise in key sectors of the
economy allows us to see ahead of the curve and unlock
opportunities for our clients as they grow.
344(1)
The number of transactions we
participated in around the globe
in fiscal 2019
With a proven track record of unparalleled origination and
placement capability, we are establishing mid-market
leadership in our core focus sectors.
Canada Genuity Revenue
(C$ millions, fiscal years ended March 31)
2019
2018
2017
2016
2015
$704.3
$637.6
$598.4
$532.3
$613.1
Despite the impact of significant market headwinds
during the fiscal year, largely driven by ongoing political
uncertainty in the UK, a US federal government shutdown
during our second half, and a rotation away from small-cap
equities in Australia, revenue earned by our global capital
markets operations increased by 11% compared to the
previous fiscal year.
By upholding a disciplined focus in the areas where we know we can add
the most value, we protect our ability to form lasting client partnerships
and provide continuous access to market-leading services at every stage
of the business cycle.
(1) Transactions valued above C$1.5 million.
10
Canaccord Genuity Group Inc. 2019 Annual Report
As a leading independent investment bank, Canaccord Genuity occupies
an increasingly vital role in supporting healthy economies in the regions
where we live and work.
Establishing mid-market leadership
With deeply established global capabilities and a strong track
record of delivering successful outcomes for clients across
the value chain, Canaccord Genuity is a powerful mid-market
competitor in our core geographies and focus sectors. We are
a leading equities underwriter in Canada(1) and this position of
strength has helped us expand our competitive positioning in
other geographies.
Diversifying our revenue streams
We have made excellent progress on our strategic priority
of increasing contributions from higher margin advisory
activities, a reflection of growing demand for independent
advice that is free from conflict. Our acquisition of mid-
market advisory firm Petsky Prunier adds scale in our US
business and advances this priority, while creating a top-
tier mid-market M&A franchise in the region.
Going deeper in our core strengths
During fiscal 2019, we closed our acquisition of Jitneytrade,
which has enhanced our market share by expanding our
product offering to include futures, options and low latency
trading capabilities for our clients in Canada. As we focus on
expanding our offering to our targeted client base, we have
also established success in alternative financing vehicles,
such as SPACs, which provide an attractive option for
private companies looking to access public growth markets.
A business model centred
on stability
While we are agile enough to move swiftly into new areas
of growth, we are careful to limit our reliance on any single
business or sector. Additionally, our unified global network
of sales, trading, research, investment banking and advisory
efforts in all regions has helped drive incremental revenue
growth and deeper relationships with our clients, and
ultimately, more predictable returns for our shareholders.
Fiscal 2019 Revenue by Activity
Fiscal 2019 Revenue by Region
• Investment Banking 34%
• Commissions and Fees 25%
• Advisory 20%
• Trading 18%
• Interest and Other 3%
• US 43%
• Canada 36%
• UK, Europe & Dubai 16%
• Australia 5%
(1) Transactions over C$1.5 million. Includes led and co-led common equity deals
and income funds (units, flow-through, convertible debt). Excludes prefs.
Source: FP Infomart
Canaccord Genuity Group Inc. 2019 Annual Report
11
Driven to increase shareholder value
A Culture of Partnership
and Accountability
The Canaccord Genuity brand is built on the idea that employees across our
organization are driven to always do better – for our clients, our shareholders and
our colleagues. By steadily evolving our platforms and expanding our client focus,
while staying true to our independent roots, we have set new benchmarks for
excellence and we have become an increasingly stronger company.
/ We Are Partners.
/ We Are Entrepreneurial.
/ We Are Collegial.
/ We Work Hard.
/ We Operate with Integrity.
/ We Are Earnings Focused.
12
Canaccord Genuity Group Inc. 2019 Annual Report
13
Financial Review
14
14
15
17
21
22
23
29
33
43
44
45
46
46
47
Management’s Discussion and Analysis
Non-IFRS Measures
Business Overview
Key Developments During Fiscal 2019
Market Environment During Fiscal 2019
Fiscal 2020 Outlook
Financial Overview
Quarterly Financial Information
Business Segment Results
Overview of Preceding Years − Fiscal 2018 vs. 2017
Financial Condition
Off-Balance Sheet Arrangements
Liquidity and Capital Resources
Preferred Shares
Outstanding Share Data
48
50
51
55
57
58
58
62
62
62
63
65
117
123
Share-Based Payment Plans
Related Party Transactions
Critical Accounting Policies and Estimates
Financial Instruments
Future Changes in Accounting Policies and Estimates
Disclosure Controls and Procedures and Internal Control
over Financial Reporting
Risk Management
Dividend Policy
Dividend Declaration
Additional Information
Independent Auditors’ Report
Consolidated Financial Statements and Notes
Supplemental Information
Glossary
CAUTION REGARDING FORWARD-LOOKING STATEMENTS:
This document may contain ‘‘forward-looking statements’’ (as defined under applicable securities laws). These statements relate to
future events or future performance and reflect management’s expectations, beliefs, plans, estimates, intentions and similar
statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts,
including business and economic conditions and Canaccord Genuity Group’s growth, results of operations, performance and business
prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information
currently available to management. In some cases, forward-looking statements can be identified by terminology such as ‘‘may’’, ‘‘will’’,
‘‘should’’, ‘‘expect’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘estimate’’, ‘‘predict’’, ‘‘potential’’, ‘‘continue’’, ‘‘target’’, ‘‘intend’’, ‘‘could’’ or the
negative of these terms or other comparable terminology. Disclosure identified as an ‘‘Outlook’’ including the section entitled ‘‘Fiscal
2020 Outlook’’ contains forward-looking information. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the
results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various
factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited
to, market and general economic conditions, the nature of the financial services industry and the risks and uncertainties discussed
from time to time in the Company’s interim condensed and annual consolidated financial statements and its annual report and Annual
Information Form (AIF) filed on www.sedar.com as well as the factors discussed in the sections entitled ‘‘Risk Management’’ in this
Management’s Discussion and Analysis (MD&A) and ‘‘Risk Factors’’ in the AIF, which include market, liquidity, credit, operational, legal,
cyber and regulatory risks. Material factors or assumptions that were used by the Company to develop the forward-looking information
contained in this document include, but are not limited to, those set out in the Fiscal 2020 Outlook section in the annual MD&A and
those discussed from time to time in the Company’s interim condensed and annual consolidated financial statements and its annual
report and AIF filed on www.sedar.com. The preceding list is not exhaustive of all possible risk factors that may influence actual
results. Readers are also cautioned that the preceding list of material factors or assumptions is not exhaustive.
Although the forward-looking information contained in this document is based upon what management believes are reasonable
assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The
forward-looking statements contained in this document are made as of the date of this document and should not be relied upon
as representing the Company’s views as of any date subsequent to the date of this document. Certain statements included in this
document may be considered ‘‘financial outlook’’ for purposes of applicable Canadian securities laws, and such financial outlook
may not be appropriate for purposes other than this document. Except as may be required by applicable law, the Company does
not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of
new information, further developments or otherwise.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
14
Management’s Discussion and Analysis
Fiscal year 2019 ended March 31, 2019 − this document is dated June 5, 2019.
The following discussion of Canaccord Genuity Group Inc.’s financial condition, financial performance and cash flows is provided to
enable a reader to assess material changes in the financial condition, financial performance and cash flows for the year ended
March 31, 2019 compared to the preceding fiscal year, with an emphasis on the most recent year. Unless otherwise indicated or
the context otherwise requires, the ‘‘Company’’ or ‘‘Canaccord Genuity Group’’ refers to Canaccord Genuity Group Inc. and its direct
and indirect subsidiaries. ‘‘Canaccord Genuity Capital Markets’’ refers to the investment banking and capital markets segment of
the Company. The Management’s Discussion and Analysis (MD&A) should be read in conjunction with the audited consolidated
financial statements for the years ended March 31, 2019 and 2018, beginning on page 63 of this report. The Company’s financial
information is expressed in Canadian dollars unless otherwise specified. The Company’s consolidated financial statements for
the years ended March 31, 2019 and 2018 are prepared in accordance with International Financial Reporting Standards (IFRS).
Non-IFRS Measures
Certain non-IFRS measures are utilized by the Company as measures of financial performance. Non-IFRS measures do not have
any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other
companies. Non-IFRS measures presented include assets under administration, assets under management, book value per diluted
common share, return on common equity and figures that exclude significant items.
The Company’s capital is represented by common and preferred shareholders’ equity and, therefore, management uses return on
common equity (ROE) as a performance measure. Also used by the Company as a performance measure is book value per diluted
common share, which is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of
options and warrants, issuance of common shares in connection with deferred consideration related to acquisitions, settlement of
a promissory note issued as purchase consideration in shares at the Company’s option, and conversion of convertible debentures
divided by the number of diluted common shares that would then be outstanding including estimated amounts in respect of share
issuance commitments including options, warrants, other share-based payment plan, deferred consideration related to
acquisitions, convertible debentures and a promissory note, as applicable, and adjusted for shares purchased or committed to be
purchased under the normal course issuer bid and not yet cancelled, and estimated forfeitures in respect of unvested share
awards under share-based payment plans.
Assets under administration (AUA) and assets under management (AUM) are non-IFRS measures of client assets that are common
to the wealth management business. AUA − Canada, AUM − Australia and AUM − UK & Europe are the market value of client
assets managed and administered by the Company from which the Company earns commissions and fees. This measure includes
funds held in client accounts as well as the aggregate market value of long and short security positions. AUM − Canada includes
all assets managed on a discretionary basis under programs that are generally described as or known as the Complete Canaccord
Investment Counselling Program and the Complete Canaccord Private Investment Management Program. Services provided include
the selection of investments and the provision of investment advice. The Company’s method of calculating AUA − Canada,
AUM − Canada, AUM − Australia and AUM − UK & Europe may differ from the methods used by other companies and therefore
may not be comparable to other companies. Management uses these measures to assess operational performance of the
Canaccord Genuity Wealth Management business segment. AUM − Canada is also administered by the Company and is included
in AUA − Canada.
Financial statement items that exclude significant items are non-IFRS measures. Significant items include restructuring costs,
amortization of intangible assets acquired in connection with a business combination, impairment of goodwill and other assets
and acquisition-related expense items, which include costs recognized in relation to both prospective and completed acquisitions,
gains or losses related to business disposals including recognition of realized translation gains on the disposal of foreign
operations, certain accounting charges related to the change in the Company’s long-term incentive plan (LTIP) as recorded with
effect on March 31, 2018, certain incentive-based costs related to the acquisition of Hargreave Hale recorded under development
costs, loss related to the extinguishment of convertible debentures as recorded for accounting purposes as well as certain
expense items, typically included in development costs, which are considered by management to reflect a singular charge of a
non-operating nature. See the Selected Financial Information Excluding Significant Items table on page 24.
Management believes that these non-IFRS measures allow for a better evaluation of the operating performance of the Company’s
business and facilitate meaningful comparison of results in the current period to those in prior periods and future periods. Figures
that exclude significant items provide useful information by excluding certain items that may not be indicative of the Company’s
core operating results. A limitation of utilizing these figures that exclude significant items is that the IFRS accounting effects of
these items do in fact reflect the underlying financial results of the Company’s business; thus, these effects should not be ignored
in evaluating and analyzing the Company’s financial results. Therefore, management believes that the Company’s IFRS measures
of financial performance and the respective non-IFRS measures should be considered together.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 15
Business Overview
Through its principal subsidiaries, Canaccord Genuity Group Inc. is a leading independent, full-service financial services firm, with
operations in two principal segments of the securities industry: wealth management and capital markets. Since its establishment
in 1950, the Company has been driven by an unwavering commitment to building lasting client relationships. We achieve this by
generating value for our individual, institutional and corporate clients through comprehensive investment solutions, brokerage
services and investment banking services. Canaccord Genuity Group has wealth management offices located in Canada, the UK,
Guernsey, Jersey, the Isle of Man and Australia. Canaccord Genuity Capital Markets, the Company’s international capital markets
division, operates in North America, the UK & Europe, Asia, Australia and the Middle East.
Canaccord Genuity Group Inc. is publicly traded under the symbol CF on the TSX. Canaccord Genuity Series A Preferred Shares are
listed on the TSX under the symbol CF.PR.A. Canaccord Genuity Series C Preferred Shares are listed on the TSX under the symbol
CF.PR.C. The Company’s 6.25% Convertible Unsecured Senior Subordinated Debentures are listed on the TSX under the symbol
CF.DA.A.
ABOUT CANACCORD GENUITY GROUP INC.’S OPERATIONS
Canaccord Genuity Group Inc.’s operations are divided into two business segments: Canaccord Genuity Capital Markets
(investment banking and capital markets operations) and Canaccord Genuity Wealth Management. Together, these operations offer
a wide range of complementary investment banking services, investment products and brokerage services to the Company’s
institutional, corporate and private clients. The Company’s administrative segment is referred to as Corporate and Other.
Canaccord Genuity Capital Markets
Canaccord Genuity Capital Markets is the global capital markets division of Canaccord Genuity Group Inc., offering institutional
and corporate clients idea-driven investment banking, merger and acquisition, research, sales and trading services with
capabilities in North America, the UK & Europe, Asia, Australia and the Middle East. We are committed to providing valued
services to our clients throughout the entire lifecycle of their business and operating as a gold standard independent investment
bank − expansive in resources and reach, but targeted in industry expertise, market focus and individual client attention.
Canaccord Genuity Wealth Management
Canaccord Genuity Wealth Management operations provide comprehensive wealth management solutions and brokerage services
to individual investors, private clients, charities and intermediaries through a full suite of services tailored to the needs of clients
in each of its markets. The Company’s wealth management division now has Investment Advisors (IAs) and professionals in
Canada, the UK, Jersey, Guernsey, the Isle of Man and Australia.
Corporate and Other
Canaccord Genuity Group’s administrative segment, described as Corporate and Other, includes revenues and expenses
associated with providing correspondent brokerage services, bank and other interest, foreign exchange gains and losses, and
activities not specifically allocable to either the Canaccord Genuity Capital Markets or Canaccord Genuity Wealth Management
divisions. Also included in this segment are the Company’s operations and support services, which are responsible for front- and
back-office information technology systems, compliance and risk management, operations, legal, finance, and all administrative
functions of Canaccord Genuity Group Inc.
Corporate structure
Canaccord Genuity
Group Inc.
US
sub-group
UK and Europe
Wealth Management
sub-group
UK and Europe
Capital Markets
sub-group
80%
Jitneytrade
Inc.
(Canada)
Canaccord
Genuity Corp.
(Canada)
Canaccord
Genuity Wealth
Management
(USA) Inc.
Canaccord
Genuity
Petsky
Prunier LLC
(US)
Canaccord
Genuity LLC
(US)
Canaccord
Genuity Wealth
(International)
Limited
(Channel Islands)
Canaccord
Genuity
Wealth Limited
(UK)
McCarthy
Taylor
Ltd.
(UK)
Hargreave
Hale
Limited
(UK)
Canaccord
Genuity
(Dubai) Ltd.
Canaccord
Genuity
Limited
(UK)
Canaccord
Genuity Asia
(China and
Hong Kong)
Canaccord
Genuity
SG Pte. Ltd.
(Singapore)
Canaccord
Genuity
(Australia)
Limited
The chart shows principal operating companies of the Canaccord Genuity Group as of March 31, 2019.
Effective August 10, 2018, the Company owns 80% of the issued shares of Canaccord Financial Group (Australia) Pty Ltd. and Canaccord Genuity (Australia) Limited [March 31, 2018 − 50%], but for
accounting purposes, as of March 31, 2019, the Company is considered to have an 85% interest because of the shares held in a trust controlled by Canaccord Financial Group (Australia) Pty Ltd.
[March 31, 2018 − 58%].
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
16 Management’s Discussion and Analysis
BUSINESS ACTIVITY
Our business is affected by the overall condition of the worldwide debt and equity markets.
The timing of revenue recognition can also materially affect the Company’s quarterly results. The majority of revenue from
underwriting and advisory transactions is recorded when the transaction has closed and, as a result, quarterly results can also be
affected by the timing for the recognition of such transactions in our capital markets business.
The Company has taken steps to reduce its exposure to variances in the equity markets and local economies by diversifying not
only its industry sector coverage but also its international scope. To improve recurring revenue streams and offset the inherent
volatility of the capital markets business, the Company has taken steps to increase the scale of its global wealth management
operations. Historically, the Company’s diversification across major financial centres has allowed it to benefit from strong equity
markets in certain regions and improve our capability for identifying and servicing opportunities in regional centres and across our
core focus sectors.
IMPACT OF CHANGES IN CAPITAL MARKETS ACTIVITY
As a brokerage firm, the Company derives its revenue primarily from sales commissions, underwriting and advisory fees, and
trading activity. As a result, the Company’s business is materially affected by conditions in the financial marketplace and the
economic environment, primarily in North America and Europe, and to some degree Asia and Australia. Canaccord Genuity Group’s
long-term international business development initiatives over the past several years have laid a solid foundation for revenue
diversification. A disciplined capital strategy allows the Company to remain competitive in today’s changing financial landscape.
During fiscal 2019, the Company’s capital markets activities were focused on the following sectors: Healthcare & Life Sciences,
Technology, Industrials, Financials, Metals & Mining, Diversified, Consumer & Retail, Real Estate and Sustainability. Coverage of
these sectors included investment banking, mergers and acquisitions (M&A) and advisory services, and institutional equity
activities, such as sales, trading and research.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 17
Key Developments During Fiscal 2019
CORPORATE
(cid:129) On June 1, 2018, the Company created a performance share option (PSO) plan that was approved at the Annual General
Meeting on August 2, 2018. On June 14, 2018, the Company granted 5,620,000 options under the PSO plan. The options have
an exercise price of $6.73 per share, based on the fair market value of the common shares on the grant date. In addition, the
Company granted 600,000 options on August 16, 2018 with an exercise price of $7.067. The PSOs have a term of five years
and will time-vest ratably over four years (with one third vesting on each of the second, third and fourth anniversaries of the
date of the grant). The PSOs will also be subject to market (stock price) performance vesting conditions, and they will have a
three times exercise price cap on payout value.
(cid:129) On June 6, 2018, the Company completed its acquisition of Jitneytrade Inc. and Finlogik Inc. (collectively referred to as
‘‘Jitneytrade’’) directly and through the purchase of Finlogik Capital Inc. Jitneytrade Inc. is a direct access broker and an active
trader in futures and equity options in Canada. Finlogik Inc. is in the business of delivering value-added fintech solutions in the
Canadian market.
(cid:129) On August 10, 2018, the Company completed its acquisition of an additional 30% of the shares in its Australian capital
markets and wealth management business, Canaccord Genuity (Australia) Limited. This transaction increased the Company’s
ownership in Canaccord Genuity (Australia) Limited from 50% to 80%. The consideration for the purchase was $37.0 million
(AUD$38.5 million) comprised of $14.4 million (AUD$15.0 million) cash, a promissory note of $5.8 million (AUD$6.0 million)
and the issuance of 2,331,132 common shares with a value of $16.8 million (AUD$17.5 million). The shares are subject to a
three-year escrow arrangement with annual releases.
(cid:129) On August 22, 2018, the Company completed its bought deal offering of convertible unsecured senior subordinated debentures
for gross proceeds of $59,225,000 (the Offered Debentures). Concurrently, the Company also closed a non-brokered private
placement with a large Canadian asset manager for gross proceeds of $73,500,000, which, together with the gross proceeds
from the Offered Debentures, represent an aggregate principal amount of $132,725,000 (together with the Offered Debentures,
the ‘‘Convertible Debentures’’). The proceeds of the non-brokered private placement were used to repay the convertible
debentures issued in 2016 in the principal amount of $60,000,000 and a premium of $13,500,000 for a total of
$73,500,000. The Convertible Debentures bear interest at a rate of 6.25% per annum, payable semi-annually on the last day of
December and June each year commencing December 31, 2018. The Convertible Debentures are convertible at the holder’s
option into common shares of the Company, at a conversion price of $10.00 per common share. The Convertible Debentures
mature on December 31, 2023 and may be redeemed by the Company in certain circumstances, on or after December 31,
2021.
(cid:129) On August 10, 2018, the Company announced the filing of a normal course issuer bid (NCIB) to purchase common shares of
the Company through the facilities of the TSX and on the alternative Canadian trading systems during the period from
August 15, 2018 to August 14, 2019. The purpose of any purchases under this program is to enable the Company to acquire
shares for cancellation. The maximum number of shares that may be repurchased is 5,677,589, which represented 5.0% of the
Company’s outstanding common shares at the time of filing the NCIB. During the year ended March 31, 2019, there were
152,200 shares purchased and cancelled under the NCIB which commenced August 15, 2017 and ended on August 14, 2018.
There were also 1,226,800 shares that were purchased and cancelled under the current NCIB during the year ended March 31,
2019.
(cid:129) On December 3, 2018, the Company launched a new brand identity, which has become an integral part of all firm-wide
communications, products and experiences. This development honours the transformative changes made across the
organization, as the Company significantly advances its strategy to improve alignment across operations and transform its
business mix with the objective of delivering more predictable and sustainable results.
(cid:129) On January 29, 2019, the Company completed the acquisition of McCarthy Taylor Ltd. as part of its wealth management
operations in the UK & Europe. This development advances Canaccord Genuity Wealth Management (UK & Europe)’s objective
of expanding its national footprint and broadening its offering of fully integrated investment and wealth planning services.
(cid:129) On February 13, 2019, the Company announced that it has acquired 100% of the business of a pre-eminent New York-based
boutique M&A advisory firm, Petsky Prunier LLC (Petsky Prunier), in an asset purchase for initial consideration of $40 million
(US$30 million) in cash and $20 million (US$15 million) in common shares of the Company to be issued over a three-year
period. Additional contingent consideration of up to $53.2 million (US$40 million) will be paid in cash over a four-year period,
subject to meeting certain revenue targets over that period. For the year ended December 31, 2018, Petsky Prunier generated
revenue of US$43.0 million. All key Petsky Prunier partners have entered into employment agreements with the Company.
This development supports the Company’s objective of adding scale to its fixed cost base in the region and diversifying its
revenue streams, while enhancing its client offering to capture greater market share in its core areas of strength, primarily in
the mid-market Technology and Healthcare & Life Sciences sectors.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
18 Management’s Discussion and Analysis
(cid:129) Andrew (Andy) Viles has been appointed an Executive Vice-President and Chief Legal Officer for Canaccord Genuity Group Inc. In
this capacity, he becomes responsible for ensuring unified oversight and coordination of legal, regulatory and compliance
functions across all businesses and regions where Canaccord Genuity Group operates. Mr. Viles joined Canaccord Genuity in
2003 and most recently served as Head of North American Capital Markets Compliance. He continues to serve as General
Counsel for the US entity, where he manages all US legal matters, particularly within investment banking activities. Prior to
joining Canaccord Genuity, Mr. Viles was a partner in the national law firm of Goodwin Procter LLP, working in the firm’s
corporate department. As an experienced securities lawyer, he has extensive experience advising on mergers and acquisitions,
corporate restructurings, corporate finance and capital markets transactions. Mr. Viles holds a Bachelor of Arts from Bates
College, Lewiston, Maine, and a Juris Doctor from Boston University School of Law. He is a member of the Massachusetts Bar
and the American Bar Association.
(cid:129) On March 31, 2019, the Company announced a restructuring of its capital markets business in the UK. The objective of the
plan is to enhance the Company’s ability to achieve its goal of operating at a level which can generate profits from all its
businesses on a sustained basis. The plan resulted in a significant reduction in the Company’s UK capital markets staff level.
In connection with the restructuring, the Company recorded a charge of $11.8 million for the year ended March 31, 2019.
(cid:129) On May 1, 2019, the Company announced that through its UK & Europe wealth management business, it has completed the
acquisition of Thomas Miller Wealth Management Limited (TMWML) and the private client investment management business of
Thomas Miller Investment (Isle of Man) Limited. TMWML provides financial planning and investment management services to
private clients, trusts, charities and corporates in the UK. The consideration for the purchase was initial cash consideration of
£18.5 million (C$31.8 million), with additional contingent consideration of up to £9.5 million (C$16.8 million) payable over a
period of three years following completion, subject to achievement of performance targets related to revenue and client assets.
In connection with the acquisition, an additional £17.0 million (C$30.0 million) has been added to the Company’s existing bank
loan facility.
CANACCORD GENUITY CAPITAL MARKETS
Canaccord Genuity Capital Markets generated revenue of $704.3 million, and after intersegment allocations and excluding
significant items, recorded net income before taxes of $80.4 million(1)
(cid:129) Canaccord Genuity Capital Markets led 176 transactions globally, each over C$1.5 million, to raise total proceeds of C$7.0
billion during fiscal 2019. Of this:
(cid:129) Canada led 110 transactions, which raised C$2.8 billion
(cid:129) The UK, Europe and Dubai led 10 transactions, which raised C$1.6 billion
(cid:129) The US led 24 transactions, which raised C$1.9 billion
(cid:129) Australia led 32 transactions, which raised C$669.9 million.
(cid:129) During fiscal 2019, Canaccord Genuity Capital Markets participated in a total of 344 transactions globally, each over
C$1.5 million, to raise gross proceeds of C$31.1 billion. Of this:
(cid:129) Canada participated in 224 transactions, which raised C$14.3 billion
(cid:129) The US participated in 63 transactions, which raised C$14.2 billion
(cid:129) The UK, Europe and Dubai participated in 16 transactions, which raised C$1.7 billion
(cid:129) Australia participated in 41 transactions, which raised C$906.0 million.
(cid:129) Significant investment banking transactions for Canaccord Genuity Capital Markets during fiscal 2019 include:
(cid:129) £302.1 million for The Renewables Infrastructure Group Limited on LSE
(cid:129) US$51.4 million for Vireo Health International, Inc. on CSE
(cid:129) US$48.3 million private placement for GreenLane Holdings
(cid:129) AUD$20.0 million for Bellevue Gold Limited on ASX
(cid:129) C$520.1 million for Curaleaf Holdings, Inc. on CSE
(cid:129) US$314.2 million for Acreage Holdings, Inc. on CSE
(cid:129) US$305.0 million for BioPharma Credit plc on LSE
(cid:129) US$218.1 million for Harvest Health & Recreation Inc. on CSE
(cid:129) C$120.2 million for Tilt Holdings Inc. on CSE
(cid:129) £108.5 million for Triple Point Social Housing REIT plc on LSE
(cid:129) C$107.3 million for Cresco Labs, LLC on CSE
(cid:129) US$85.1 million for Canaccord Genuity Capital Markets Growth Corp. on CSE
(cid:129) C$76.0 million for The Green Organic Dutchman Holdings Ltd. on TSX
(cid:129) AUD$60.6 million for Redbubble Limited on ASX
(cid:129) US$110.4 million for Y-mAbs Therapeutics, Inc. on Nasdaq
(cid:129) C$115.1 million initial public offering for Charlotte’s Web Holdings, Inc. on CSE
(cid:129) US$78.0 million for STAAR Surgical Company on Nasdaq
(cid:129) C$80.3 million for Green Thumb Industries
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 19
(cid:129) AUD$75.0 million for Audinate Group Limited on ASX
(cid:129) AUD$70.0 million for Nearmap Ltd. on ASX
(cid:129) AUD$40.0 million for Dacian Gold Limited
(cid:129) C$143.0 million for MedMen Enterprises Inc. on CSE
(cid:129) C$132.3 million initial public offering for The Green Organic Dutchman Holdings Ltd. on TSX
(cid:129) US$115.0 million for Sientra Inc. on Nasdaq
(cid:129) C$100.4 million for CannTrust Holdings Inc. on TSX
(cid:129) US$52.6 million for T2 Biosystems Inc. on Nasdaq
(cid:129) AUD$70.0 million initial public offering for Marley Spoon AG on ASX
(cid:129) AUD$25.0 million placement for Alliance Mineral Assets Ltd. on SGX
(cid:129) In Canada, Canaccord Genuity Capital Markets participated in raising $1.0 billion for government and corporate bond issuances
during fiscal 2019.
(cid:129) Canaccord Genuity Capital Markets generated advisory revenues of $140.7 million during fiscal 2019, an increase of
$18.4 million or 15.0% compared to the prior year.
(cid:129) During fiscal 2019, significant M&A and advisory transactions included:
(cid:129) Natura Naturals Holdings on its sale to Tilray Inc. for up to C$82 million
(cid:129) CareATC on its growth recapitalization with LLR PartnersUS
(cid:129) HICL Infrastructure PLC on the scheme of arrangement enabling change of domicile to the UK
(cid:129) MediaAlpha on its significant minority investment by Insignia Capital Group
(cid:129) Strong-Bridge Envision on its sale to HCL Technologies
(cid:129) Michelin on its US$1.7 billion acquisition of Camso Inc.
(cid:129) Small World on its sale to Equistone Partners Europe
(cid:129) Tawana Resources NL on its merger with Alliance Mineral Assets Ltd.
(cid:129) ICC Labs Inc. on its C$290 million sale to Aurora Cannabis Inc.
(cid:129) Reis, Inc. on its acquisition by Moody’s Corporation
(cid:129) Sale of Amplio Energy’s Italian solar portfolio to a consortium of Plenium Partners, Equitix and Access Capital Partners
(cid:129) Eurazeo PME on the disposal of Vignal Lighting Group to EMZ Partners
(cid:129) Tendril Networks, Inc. on securing a majority investment from Rubicon Technology Partners
(cid:129) Jenkins Shipping on its sale to Alcuin Capital Partners
(cid:129) Tessi on the €100 million disposal of CPoR
(cid:129) Sherrill Inc. on its acquisition by Platte River Equity
(cid:129) ABcann Global Corporation on its C$133 million acquisition of Canna Farms Limited
(cid:129) Connance on its sale to Waystar Health, a portfolio company of Bain Capital Private Equity
(cid:129) DHX Media on its $185 million sale of a minority interest in Peanuts to Sony Music
(cid:129) Fluence on its acquisition by OSRAM Licht
(cid:129) kSaria on its sale to Behrman Capital
(cid:129) MedReleaf Corp. on its C$3.2 billion sale to Aurora Cannabis Inc.
(cid:129) South32 on its acquisition of Arizona Mining
(cid:129) CDQP on its acquisition of a leading minority stake in Fives Group alongside Investissements PSP and Ardian valued at
€1.5 billion
(cid:129) Reeher LLC on its sale to Blackbaud Inc.
(cid:129) Acasta Enterprises Inc. on the sale of JemPak Corporation to Henkel AG & Co. for C$118 million
(cid:129) Kratos Defense & Security Solutions on the sale of its Public Safety and Security division to Securitas
WEALTH MANAGEMENT (GLOBAL)
(cid:129) Globally, Canaccord Genuity Wealth Management generated $461.8 million in revenue during fiscal 2019 and, excluding
significant items, recorded net income before taxes of $75.4 million(1)
(cid:129) Assets under administration in Canada and assets under management in the UK & Europe and Australia were $65.7 billion at
the end of March 31, 2019, an increase of 7.3% from $61.3 billion at the end of last year
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
20 Management’s Discussion and Analysis
WEALTH MANAGEMENT (NORTH AMERICA)
(cid:129) Canaccord Genuity Wealth Management (North America) generated $206.8 million in revenue and, after intersegment
allocations and before taxes, recorded net income before taxes of $26.8 million in fiscal 2019
(cid:129) Assets under administration in Canada were $20.7 billion as at March 31, 2019 an increase of 32.8% from $15.6 billion at the
end of the previous year(2)
(cid:129) Assets under management in Canada (discretionary) were $4.2 billion as at March 31, 2019, an increase of 49.9% from
$2.8 billion at the end of the previous year(2). These assets are included in total assets under administration.
(cid:129) Canaccord Genuity Wealth Management had 155 Advisory Teams(3) at the end of March 31, 2019, an increase of thirteen from
March 31, 2018.
WEALTH MANAGEMENT (UK & EUROPE)
Contributions from McCarthy Taylor from January 29, 2019 are included in the operating figures under Canaccord Genuity Wealth
Management (UK & Europe) below.
(cid:129) Wealth management operations in the UK & Europe generated $255.0 million in revenue and, after intersegment allocations
and excluding significant items, recorded net income before taxes of $48.5 million in fiscal 2019(1)
(cid:129) Assets under management (discretionary and non-discretionary) were $44.2 billion (£25.4 billion) as at March 31, 2019, a
decrease of 1.5% from $44.9 billion (£24.8 billion) at the end of March 31, 2018(2). In local currency (GBP), assets under
management at March 31, 2019 increased by 2.6% compared to March 31, 2018(2).
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) See Non-IFRS Measures on page 14.
(3) Advisory teams are normally comprised of one or more IAs and their assistants and associates, who together manage a shared set of client accounts. Advisory teams that are led by, or only include,
an IA who has been licensed for less than three years are not included in our advisory team count, as it typically takes a new IA approximately three years to build an average-sized book of business.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 21
Market Environment During Fiscal 2019:
Economic backdrop:
Global trade tensions, rising interest rates and a strong US dollar increased market volatility in global equities, notably during the
third quarter of fiscal 2019. Acknowledging the global growth slowdown, a relatively benign inflation backdrop and heightened
stress in financial markets, the US Federal Reserve and other central banks abandoned their hawkish stance. Expectations of a
positive resolution over trade tensions between the US and China also contributed to support equities during the late innings of
fiscal 2019. As a result, equity markets strongly rebounded in fiscal Q4/19, after registering widespread losses during fiscal
Q3/19. For the fourth quarter, the S&P 500, the S&P/TSX and emerging markets advanced 13.6%, 13.3% and 9.9%, respectively.
Looking at fiscal 2019, returns were positive in the US (9.5%) and Canada (8.1%) but negative in Emerging Markets (EMs) (-1.6%).
Investment banking and advisory
Commodity prices have mostly recovered from weaker levels seen during the third quarter of fiscal 2019, but shares of resource
stocks remain cheap by historical standards. We believe M&A activities could benefit from perceived low valuations among mining
and energy companies. Otherwise, small- and mid-cap growth equities, which represent our primary market, tend to be more
domestically focused. Notwithstanding market volatility, they appear less vulnerable to heightened global geopolitical and
macroeconomic risks than their large-cap counterparts. In all, financing activity in fiscal 2019 maintained a robust pace. The
rebound in small-cap equities during fiscal Q4/19 suggests a favourable environment for capital raising and advisory activities.
Index Value at End of
Fiscal Quarter
Q4/18
Q1/19
Q2/19
Q3/19
3/30/2018
(Y/Y)
6/29/2018
(Y/Y)
9/28/2018
(Y/Y) 12/31/2018
(Y/Y) 3/29/2019
Q4/19
(Y/Y)
(Q/Q)
S&P IFCI Global Small Cap
306.1
21.7%
S&P IFCI Global Large Cap
261.1
22.1%
277.6
239.1
8.3%
5.8%
259.8
236.3
-6.7%
-2.1%
238.4
-21.0%
262.4
-14.3%
10.1%
218.6
-15.5%
238.3
-8.7%
9.0%
Our capital-raising and advisory activities are primarily focused on small- and mid-capitalization companies in specific growth
sectors of the global economy. These sectors may experience growth or downturns independent of broader economic and market
conditions, and government regulation can also have a more profound impact on capital formation for smaller companies. Volatility
in the business environment for these industries or in the market for securities of companies within these industries in the
regions where we operate could adversely affect our financial results and ultimately, the market value of our shares. Advisory
revenues are primarily dependent on the successful completion of merger, acquisition or restructuring mandates. Weak economic
and global financial market conditions and uncertainties with respect to Brexit and US-China trade relationships could result in a
challenging business environment for small and mid-market M&A and capital raising activity but may provide opportunities for our
restructuring business.
Trading
Trading volumes for small- and mid-cap equities in many of the markets where we operate improved compared to the previous
fiscal year. Heightened market volatility during the fiscal third quarter notably buoyed our agency trading activities. Looking ahead,
trading volumes should be supported by late-cycle dynamics which could lead clients to actively rotate between cyclical and
defensive sectors. That said, we continue to expect that the implementation of MiFID II in some of our jurisdictions carries some
potential to impair trading volumes in the medium to long-term.
Average Value During Fiscal
Quarter/Year
Q4/18
Q1/19
Q2/19
Q3/19
30-Mar-18
(Y/Y) 29-Jun-18
(Y/Y) 28-Sep-18
(Y/Y) 31-Dec-18
(Y/Y) 29-Mar-19
Russell 2000
1554.1
13.0% 1608.2
15.7% 1698.4
19.9% 1496.8
-1.0% 1509.0
S&P 400 Mid Cap
1914.1
12.2% 1932.6
11.7% 2011.4
15.2% 1824.1
-1.6% 1845.1
FTSE 100
7354.7
1.1% 7544.7
2.1% 7553.0
2.3% 6991.6
-6.5% 7061.3
MSCI EU Mid Cap
1104.5
10.0% 1115.8
4.5% 1123.5
4.9% 1012.0
-8.7% 1027.2
S&P/TSX
15746.2
1.3% 15872.1
2.6% 16303.8
7.4% 15042.0
-5.9% 15621.7
Q4/19
(Y/Y)
-2.9%
-3.6%
-4.0%
-7.0%
-0.8%
FY19
(Q/Q) 29-Mar-19
0.8% 1578.1
1.2% 1903.2
1.0% 7287.4
1.5% 1069.6
3.9% 15707.6
(Y/Y)
7.5%
5.1%
-1.5%
-1.7%
0.7%
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
22 Management’s Discussion and Analysis
Global wealth management
Solid market returns in the fourth quarter of fiscal 2019 more than compensated for the volatility experienced in the third quarter.
Global equities posted positive returns for the fiscal year (+3.2%), led by US (+9.5%) and Canadian (+8.1%) markets. A weaker
Canadian dollar (-3.4%) also helped support the performance of international holdings in investors’ portfolios. In addition,
balanced portfolios benefited from positive returns in Treasury bonds throughout fiscal 2019 (+5.5%). Despite a difficult economic
and political environment for equities, total AUM in our wealth management businesses continued to improve in fiscal 2019.
Total Return (excl. currencies)
S&P 500
S&P/TSX
MSCI EMERGING MARKETS
MSCI WORLD
S&P GS COMMODITY INDEX
US 10-YEAR T-BONDS
CAD/USD
CAD/EUR
Fiscal 2020 Outlook
Q4/18
Change
(Q/Q)
-0.8%
-4.5%
0.8%
-0.8%
2.2%
-2.4%
-2.4%
-5.0%
Q1/19
Change
(Q/Q)
3.4%
6.8%
-3.4%
0.7%
8.0%
-0.6%
-1.8%
3.5%
Q2/19
Change
(Q/Q)
7.7%
-0.6%
0.1%
4.4%
1.3%
-1.5%
1.8%
2.4%
Q3/19
Change
(Q/Q)
-13.5%
-10.1%
-7.3%
-12.7%
-22.9%
4.6%
-5.4%
-4.2%
Q4/19
Change
(Q/Q)
13.6%
13.3%
9.9%
12.3%
15.0%
3.0%
2.2%
4.5%
Fiscal 2018
Change
Fiscal 2019
Change
14.0%
1.7%
22.4%
15.4%
13.8%
-1.1%
3.2%
-10.7%
9.5%
8.1%
-1.6%
3.2%
-3.0%
5.5%
-3.4%
6.1%
The third global growth slowdown in this business cycle is underway with heightened trade tensions. The US Federal Reserve and
other central banks have abandoned their hawkish stance and it is widely expected that more monetary and fiscal reflation will be
implemented to offset trade headwinds and protect growth. The timing of central banks’ actions is uncertain, resulting in a period
of protracted volatility for risk assets. Should global trade tensions escalate and a full-blown trade war emerge, we expect that
financial markets could face the possibility of a recession late this calendar year or in calendar 2020. As such, it will be very
important for policymakers to act pre-emptively when it comes to reflating economies, especially if bond yield curves were to
invert.
For now, odds of a global economic recession are fairly low for our 2020 fiscal year. Credit markets remain liquid and financial
stress is benign. Importantly, history has shown that M&A and advisory activities usually accelerate during the late stage of a
typical business cycle. We believe that our agency business should continue to grow at a moderate pace, as some investors
reassess their asset mix and sector rotation exposure at this stage of the business cycle. Finally, the performance of our wealth
management business will likely fluctuate with markets. However, we expect continued momentum in our recruiting and growth
strategies to persist and offset some of the financial market headwinds.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 23
Financial Overview
SELECTED FINANCIAL INFORMATION(1)(2)(8)
(C$ thousands, except per share and % amounts, and number of
employees)
Canaccord Genuity Group Inc. (CGGI)
For the years ended March 31
2019
2018
2017
2019/2018
change
Revenue
Commissions and fees
Investment banking
Advisory fees
Principal trading
Interest
Other
Total revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses(3)
Restructuring costs(4)
Acquisition-related costs
Loss on extinguishment of convertible debentures
Acceleration of long-term incentive plan expense
Share of loss of an associate(5)
Total expenses
Income before income taxes
Net income
Net income attributable to CGGI shareholders
Non-controlling interests
Earnings per common share − basic
Earnings per common share − diluted
Dividends per common share
Dividends per Series A Preferred Share
Dividends per Series C Preferred Share
Book value per diluted common share(6)
Excluding significant items(7)
Total revenue
Total expenses
Income before income taxes
Net income
Net income attributable to CGGI shareholders
Net income attributable to non-controlling interests
Earnings per common share − diluted
Balance sheet data
Total assets
Total liabilities
Non-controlling interests
Total shareholders’ equity
Number of employees
$
556,475
$
461,937
$
396,741
$
94,538
294,241
142,228
125,830
51,008
20,785
282,195
122,372
113,921
27,875
14,577
196,129
130,749
119,040
16,847
20,040
12,046
19,856
11,909
23,133
6,208
1,190,567
1,022,877
879,546
167,690
599,867
116,758
356,240
13,070
3,064
8,608
—
304
526,614
99,239
298,250
7,643
6,732
—
48,355
298
454,998
85,698
284,966
—
—
—
—
—
73,253
17,519
57,990
5,427
(3,668)
8,608
(48,355)
6
1,097,911
987,131
825,662
110,780
$
$
$
$
$
$
$
$
$
$
92,656
71,582
70,530
1,052
0.58
0.48
0.20
0.9712
1.2482
6.25
$
$
$
$
$
$
$
$
$
$
35,746
17,077
13,024
4,053
0.04
0.03
0.15
0.9712
1.2482
5.71
$ 1,190,567
$ 1,022,877
$ 1,054,981
$
$
$
$
$
135,586
107,355
106,303
1,052
0.80
$
$
$
$
$
$
912,270
110,607
81,657
77,604
4,053
0.59
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
53,884
43,186
38,103
5,083
0.29
0.27
0.10
1.173
1.4375
5.08
878,353
817,096
61,257
49,196
43,903
5,293
0.32
$ 4,749,294
$ 4,020,736
$ 5,203,516
3,870,934
3,165,813
4,426,873
1,997
876,363
2,135
13,571
841,352
1,956
11,858
764,785
1,700
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
56,910
54,505
57,506
(3,001)
0.54
0.45
0.05
0.00
0.00
0.54
167,690
142,711
24,979
25,698
28,699
(3,001)
0.21
728,558
705,121
(11,574)
35,011
179
20.5%
4.3%
16.2%
10.5%
83.0%
42.6%
16.4%
13.9%
17.7%
19.4%
71.0%
(54.5)%
n.m.
(100.0)%
2.0%
11.2%
159.2%
n.m.
n.m.
(74.0)%
n.m.
n.m.
33.3%
0.0%
0.0%
9.5%
16.4%
15.6%
22.6%
31.5%
37.0%
(74.0)%
35.6%
18.1%
22.7%
(85.3)%
4.2%
9.2%
(1) Data is in accordance with IFRS except for book value per diluted common share, figures excluding significant items and number of employees. See Non-IFRS Measures on page 14.
(2) The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
(3) Consists of trading costs, premises and equipment, communication and technology, interest, general and administrative, amortization of tangible and intangible assets, and development costs.
(4) Restructuring costs for the year ended March 31, 2019 related to termination benefits and certain real estate costs incurred as a result of the restructuring of our UK capital markets operations.
Restructuring costs for the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff
reductions in our Canadian and US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale.
(5) Represents the Company’s equity portion of the net loss of its investment in Canaccord Genuity Growth Corp. and Canaccord Genuity Acquisition Corp. for the year ended March 31, 2019 and the
Company’s equity portion of the net loss of its investment in Canaccord Genuity Acquisition Corp. for the year ended March 31, 2018.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
24 Management’s Discussion and Analysis
(6) Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares in
connection with deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the
number of diluted common shares outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred
consideration related to acquisitions, promissory notes and convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not yet
cancelled, and estimated forfeitures in respect of unvested share awards under share-based payment plans.
(7) Net income and earnings per common share excluding significant items reflect tax-effected adjustments related to such items. See the Selected Financial Information Excluding Significant Items
table below.
(8) Data includes the operating results of Hargreave Hale Limited since September 18, 2017, the operating results of Jitneytrade Inc. and Finlogik Inc. since June 6, 2018, the operating results of
McCarthy Taylor Ltd. since January 29, 2019 and the operating results of Petsky Prunier LLC since February 13, 2019.
n.m.: not meaningful (percentages over 300% are indicated as n.m.)
SELECTED FINANCIAL INFORMATION EXCLUDING SIGNIFICANT ITEMS(1)
(C$ thousands, except per share and % amounts)
2019
2018
2017
2019/2018
change
For the years ended March 31
Total revenue per IFRS
Total expenses per IFRS
Revenue
$ 1,190,567
$ 1,022,877
$ 879,546
$ 167,690
$ 1,097,911
$ 987,131
$ 825,662
$ 110,780
Significant items recorded in Canaccord Genuity Capital Markets
Realized translation gains on disposal of Singapore
—
—
1,193
—
Total revenue excluding significant items
1,190,567
1,022,877
878,353
167,690
Expenses
Significant items recorded in Canaccord Genuity Capital Markets
Amortization of intangible assets
Acquisition-related costs
Restructuring costs(2)
Acceleration of long-term incentive plan expense
Significant items recorded in Canaccord Genuity Wealth
Management
Amortization of intangible assets
Restructuring costs(2)
Acquisition-related costs
Acceleration of long-term incentive plan expense
Development costs(4)
Incentive based payments related to acquisition(3)
Significant items recorded in Corporate and Other
Loss on convertible debentures
Acceleration of long-term incentive plan expense
Total significant items
2,496
1,976
13,070
—
11,153
—
1,088
—
245
4,294
8,608
—
42,930
2,317
—
4,704
42,399
8,273
2,939
6,732
4,058
—
1,541
—
1,898
74,861
3,304
—
—
—
5,262
—
—
—
—
—
—
—
8,566
Total expenses excluding significant items
1,054,981
912,270
817,096
Net income before income taxes − adjusted
$
135,586
$ 110,607
Income tax expense − adjusted
Net income − adjusted
Net income attributable to common shareholders, adjusted
Earnings per common share − basic, adjusted
Earnings per common share − diluted, adjusted
28,231
$
107,355
96,899
1.01
0.80
$
$
$
$
$
28,950
81,657
68,011
0.73
0.59
$
$
$
$
61,257
12,061
49,196
32,825
0.36
0.32
$
$
$
$
179
1,976
8,366
(42,399)
2,880
(2,939)
(5,644)
(4,058)
245
2,753
8,608
(1,898)
(31,931)
142,711
24,979
(719)
25,698
28,888
0.28
0.21
16.4%
11.2%
—
16.4%
7.7%
n.m.
177.8%
(100.0)%
34.8%
n.m.
(83.8)%
(100.0)%
n.m.
178.7%.
n.m.
(100.0)%
(42.7)%
15.6%
22.6%
(2.5)%
31.5%
42.5%
38.4%
35.6%
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) Restructuring costs for the year ended March 31, 2019 related to termination benefits and real estate costs related to the restructuring in our UK capital markets operations. Restructuring costs for
the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff reductions in our
Canadian and US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale.
Incentive-based costs related to the acquisition of Hargreave Hale determined with reference to financial targets and other performance criteria recorded under development costs.
(3)
(4) Related to costs directly attributable to internal development of software used in our UK wealth management operations.
n.m.: not meaningful (percentages over 300% are indicated as n.m.)
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 25
FOREIGN EXCHANGE
Revenues and expenses from our foreign operations are initially recorded in their respective functional currencies and translated
into Canadian dollars at the average exchange rates prevailing during the period. On an average basis for the 12-month period
ended March 31, 2019 compared to March 31, 2018, the pound sterling appreciated by 1.2% against the Canadian dollar and the
US dollar appreciated by 2.3% against the Canadian dollar in fiscal 2019 when compared to fiscal 2018. This change in average
foreign exchange rates contributed to certain changes in revenue and expense items measured in Canadian dollars when
compared to the applicable prior periods and should be considered when reviewing the following discussion in respect of our
consolidated results as well as the discussion in respect of Canaccord Genuity Capital Markets and Canaccord Genuity Wealth
Management UK & Europe.
GEOGRAPHIES
Commencing in Q3/17, the operating results of our Australian operations were disclosed as a separate geography. Prior to Q3/17
Australia was included as part of Other Foreign Locations. The operating results of the Australian operations have been fully
consolidated and a non-controlling interest of 15.0% [prior to closing date of August 10, 2018 and year ended March 31,
2018 − 42%] has been recognized for accounting purposes since the closing date of August 10, 2018 of the Company’s
acquisition of an additional 30% interest.
Also, commencing in Q3/17, our Dubai operation, which was previously included in Other Foreign Locations, was included as part
of Canaccord Genuity Capital Markets UK & Europe. The Other Foreign Locations geographic segment is now comprised of our
Asian based operations, including our new Singapore operation that began in fiscal 2019, China and Hong Kong, and prior to their
sale or closure also included our former operations in Barbados and our advisory and capital raising business in Singapore.
These reclassifications reflect the growing contributions from Australia and the working associations between the UK and Dubai.
For purposes of the discussion provided herein, the Canaccord Genuity Capital Markets operations in the UK, Europe and Dubai
are referred to as the ‘‘UK’’.
Operating results of Hargreave Hale Limited (Hargreave Hale) are included since the closing date of September 18, 2017 and
operating results of McCarthy Taylor Ltd. (McCarthy) are included since the closing date of January 29, 2019 as part of Canaccord
Genuity Wealth Management UK & Europe. Operating results of Jitneytrade Inc. and Finlogik Inc. (collectively referred to as
‘‘Jitneytrade’’) are included as part of Canaccord Genuity Capital Markets Canada since the closing date of June 6, 2018. In
addition, operating results of Petsky Prunier LLC (Petsky Prunier) are included since the closing date of February 13, 2019 as part
of Canaccord Genuity Capital Markets US.
GOODWILL
The Company has recorded on its balance sheet as at March 31, 2019 goodwill in the amount of $370.2 million and included in
intangible assets is an intangible asset with an indefinite life in the amount of $154.5 million. In determining whether to perform
an impairment test, the Company considers factors such as its market capitalization, market conditions generally and overall
economic conditions as well as market conditions in the key sectors in which the Company operates and the impact that such
conditions are expected to have on the Company’s operations.
Utilizing management’s estimates for revenue and operating performance, growth rates and other assumptions typically required in
connection with discounted cash flow models, the Company determined that there was no impairment in the goodwill and
indefinite life intangible assets associated with any of its wealth management business units in the UK & Europe or its goodwill
recorded in Canaccord Genuity Capital Markets Canada and US. Notwithstanding this determination as of March 31, 2019,
changes or uncertainty in the economic environment may cause this determination to change. If the business climate changes
and the Company is unable to achieve its internal forecasts, the Company may determine that there has been impairment and the
Company may be required to record a goodwill impairment charge in future periods in respect of the Canaccord Genuity Wealth
Management business units in the UK & Europe or in respect of the goodwill recorded in Canaccord Genuity Capital Markets
Canada and US. Adverse changes in the key assumptions utilized for purposes of impairment testing for goodwill and indefinite
life intangible assets may result in the estimated recoverable amount of some or all of the applicable business units declining
below the carrying value with the result that impairment charges may be required. The amount of any impairment charge would
affect some or all of the amounts recorded for goodwill and indefinite life intangible assets. Any such impairment charges would
be determined after incorporating the effect of any changes in key assumptions including any consequential effects of such
changes on estimated operating income and on other factors. In addition, notwithstanding that there may be no change in the
performance estimates used by the Company for purposes of determining whether there has been any impairment in its indefinite
life intangible asset related to the Genuity brand name, in the event that the Company changes the way in which it uses that
asset, the Company may be required to record an impairment charge.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
26 Management’s Discussion and Analysis
REVENUE
On a consolidated basis, revenue is generated through six activities: commissions and fees associated with agency trading and
private client wealth management activity, investment banking, advisory fees, principal trading, interest and other.
Revenue for fiscal 2019 was $1.2 billion, an increase of 16.4% or $167.7 million from fiscal 2018, marking the second
consecutive year our consolidated revenue has surpassed $1.0 billion. The increase in revenue compared to the prior year was
mainly related to an increase in revenue generated in our global wealth management operations of $91.5 million as well as
increases in our Canadian and US capital markets operations.
As a result of an improvement in capital raising activity in our core focus areas, revenue in our Canaccord Genuity Capital Markets
segment increased by $66.8 million or 10.5% compared to fiscal 2018. Our US operations, which benefited from increased capital
raising and advisory activities as well as increased trading volumes during the year, generated $303.6 million of revenue in fiscal
2019, an increase of $67.6 million or 28.7% compared to last year. Our Canadian business participated in numerous transactions
in the cannabis sector, leading to the higher investment banking revenue and advisory fees recorded during the year. The
completion of the acquisition of Jitneytrade in Q1/19 also largely contributed to an increase in commission and fees revenue in
our Canadian operations compared to fiscal 2018. On an overall basis, our Canadian operations generated $260.7 million in
revenue, an increase of $44.6 million or 20.6% compared to the year ended March 31, 2018. Offsetting these increases were
decreases experienced by our UK and Australian operations. Our UK operations were negatively impacted by market uncertainty,
leading to a decrease in revenue of $19.7 million or 15.3% compared to fiscal 2018. Our Australian operations recorded a
decrease of $25.7 million or 45.0% compared to fiscal 2018, partially due to exceptionally high profits and gains recorded in
certain inventory and warrant positions earned in respect of investment banking activity in fiscal 2018 and prior periods.
Consistent with our strategic focus to strengthen contributions from our global wealth management operations, revenue from our
wealth management operations increased by $91.5 million or 24.7% compared to fiscal 2018. Revenue in our wealth
management operations in the UK & Europe increased by $53.6 million or 26.6% compared to the year ended March 31, 2018,
largely due to the inclusion of the full annual revenue from our Hargreave Hale operations acquired at the end of Q2/18. Our
Canadian wealth management operations also generated $206.8 million of revenue in fiscal 2019, representing an increase of
$37.9 million or 22.5% over the prior year.
Commissions and fees revenue is primarily generated from private client trading activity and institutional sales and trading.
Revenue generated from commissions and fees increased by $94.5 million or 20.5% from fiscal 2018 to $556.5 million in fiscal
2019. As discussed above, the continued growth of our wealth management operations was the primary reason for the increase in
commissions and fees revenue. In addition, the acquisition of Jitneytrade in Q1/19 contributed to an increase in commission and
fees generated in our Canadian capital markets operations.
Revenue generated from investment banking activities increased by $12.0 million or 4.3% to $294.2 million in fiscal 2019,
compared to $282.2 million in fiscal 2018. Our US operations generated an increase of $32.7 million or 79.5% and our Canadian
operations increased by $9.5 million or 7.6% compared to fiscal 2018 as a result of increased activity in our focus sectors. This
increase was largely offset by decreases generated in our UK and Australia operations of $9.8 million or 35.5% and $23.5 million
or 57.2%, respectively. As discussed above, our UK operations were negatively impacted by reduced financing activity resulting
from market uncertainty during fiscal 2019. The decrease in investment banking revenue in our Australian operations partially
resulted from lower financing activity as well as large unrealized gains recorded in certain inventory and warrant positions earned
in respect of investment banking activity in fiscal 2018 which were partially reversed in fiscal 2019.
Advisory fees revenue increased by $19.9 million or 16.2% compared to the prior year to $142.2 million for fiscal 2019. This was
primarily due to an increase in the number of completed advisory mandates in our capital markets operations in the US and
Canada. The largest increase was in our US capital markets operations, which experienced a growth of $16.0 million or 48.4%,
consistent with our emphasis on growing our advisory business in the US. The completion of the acquisition of Petsky Prunier
during Q4/19 also made a small contribution to the advisory revenue earned during fiscal 2019. Our Canadian operations also
saw an increase of $9.5 million or 23.9% compared to the year ended March 31, 2018. Offsetting these increases were
decreases of $6.2 million or 12.9% and $0.9 million or 58.6% in our UK and Australian capital markets operations, respectively,
compared to the prior year as a result of a decrease in advisory mandates completed in these two operations.
Revenue derived from principal trading grew by $11.9 million to $125.8 million for the year ended March 31, 2019, largely driven
by higher revenue generated in our US capital markets operations resulting from increased market volatility.
Interest revenue was $51.0 million in fiscal 2019, an increase of $23.1 million or 83.0% from the prior year, due to higher
revenue earned in our Canadian operations arising from increased margin loan and stock loan activity. Increased investment
banking activity in Canada during the year gave rise to increased opportunities for lending activity and increased interest revenue.
Other revenue was $20.8 million, an increase of $6.2 million or 42.6% from the same period a year ago, due to higher foreign
exchange gains as well as an increase in revenue from our Pinnacle Correspondent Services business.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
EXPENSES
Expenses as a percentage of revenue
Incentive compensation
Salaries and benefits
Other overhead expenses(1)
Restructuring costs(2)(3)
Acquisition-related costs(2)
Acceleration of long-term incentive plan expense(2)(3)
Loss on extinguishment of convertible debentures
Share of loss of an associate(4)
Total
Management’s Discussion and Analysis 27
For the years ended March 31
2019
50.4%
9.8%
29.9%
1.1%
0.3%
0.0%
0.7%
0.0%
2018
51.5%
9.7%
29.2%
0.7%
0.7%
4.7%
0.0%
0.0%
92.2%
96.5%
2019/2018
change
(1.1) p.p.
0.1 p.p.
0.7 p.p.
0.4 p.p.
(0.4) p.p.
(4.7) p.p.
0.7 p.p.
n.m.
(4.3) p.p.
(1) Consists of trading costs, premises and equipment, communication and technology, interest, general and administrative, amortization of tangible and intangible assets and development costs.
(2) Refer to the Selected Financial Information Excluding Significant Items table on page 24.
(3) Restructuring costs for the year ended March 31, 2019 related to termination benefits and certain real estate costs incurred as a result of the restructuring of our UK capital markets operations.
Restructuring costs for the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff
reductions in our Canadian and US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale.
(4) Represents the Company’s equity portion of the net loss of its investment in Canaccord Genuity Growth Corp. and in Canaccord Genuity Acquisition Corp. for the year ended March 31, 2019 and the
Company’s equity portion of its investment in Canaccord Genuity Acquisition Corp. for the year ended March 31, 2018.
p.p.: percentage points
n.m.: not meaningful
Expenses for fiscal 2019 were $1.1 billion, an increase of 11.2% or $110.8 million compared to the last fiscal year. Excluding
significant items(1), total expenses were $1.05 billion, up $142.7 million or 15.6% from fiscal 2018. Total expenses excluding
significant items(1) as a percentage of revenue decreased slightly by 0.6 percentage points compared to the year ended March 31,
2018.
Compensation expenses
Incentive compensation expense was $599.9 million, an increase of $73.3 million or 13.9% from the prior year, in line with the
increase in incentive-based revenue. Incentive compensation as a percentage of total revenue was 50.4% for fiscal 2019, a
decrease of 1.1 percentage points from 51.5% in the prior year. Salaries and benefits expense of $116.8 million for the year
ended March 31, 2019 was $17.5 million or 17.7% higher than fiscal 2018. The increase was largely due to additional costs from
our expansion in the UK & Europe wealth management operations, including the inclusion of the full annual operating results of
Hargreave Hale acquired at the end of Q2/18. The salaries and benefits expense in our Canadian wealth management operations
also increased by $2.8 million or 24.5% compared to fiscal 2018 as a result of higher headcount in this operation. Despite the
increase in fixed staff costs, total compensation expense (incentive compensation expense and salaries and benefit expense) was
60.2% in fiscal 2019, a decrease of 1.0 percentage point from the prior year.
OTHER OVERHEAD EXPENSES
(C$ thousands, except % amounts)
Trading costs
Premises and equipment
Communication and technology
Interest
General and administrative
Amortization(1)
Development costs
Total other overhead expenses
For the years ended March 31
2019
2018
$
83,577
$
68,209
41,719
64,930
25,453
100,768
24,280
15,513
39,605
56,346
18,437
83,982
24,007
7,664
$
356,240
$ 298,250
2019/2018
change
22.5%
5.3%
15.2%
38.1%
20.0%
1.1%
102.4%
19.4%
(1)
Includes amortization of intangible assets for the years ended March 31, 2019 and March 31, 2018, respectively. See the Selected Financial Information Excluding Significant Items table on
page 24.
In order to support the higher headcount, increased capital markets activity including our principal trading operations and
expansion of our wealth management business with the Hargreave Hale acquisition, all of our overhead expenses increased
compared to the year ended March 31, 2018.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
28 Management’s Discussion and Analysis
Other overhead expenses as noted in the table above were $356.2 million or 19.4% higher in fiscal 2019, which as a percentage
of revenue was 29.9% compared to 29.2% in fiscal 2018. The most significant increases in overhead expenses included trading
costs, communications and technology expense, interest, general and administrative expense as well as development costs.
Trading costs increased by $15.4 million or 22.5% compared to the year ended March 31, 2018, primarily as a result of higher costs
recorded in our US and Canadian capital markets operations, in line with our increase in the related revenue. The completion of our
acquisition of Jitneytrade in Q1/19 also contributed to higher trading costs recorded in our Canadian capital markets operations.
Although generally in line with the increase in commissions and fees revenue, trading costs in the US were also impacted by the costs
of ADR conversions and international settling and clearing costs, which do not necessarily vary with revenue.
Communication and technology expense increased by $8.6 million or 15.2% in fiscal 2019 compared to the prior year. As a result of the
higher headcount from the expansion of our wealth management operations, communication and technology expense in our UK & Europe
and North American wealth management operations increased by $4.6 million and $1.2 million, respectively, compared to fiscal 2018. The
inclusion of the full year of operating expenses for Hargreave Hale during fiscal 2019 also contributed to the increase as the acquisition
was completed at the end of Q2/18. Our capital markets operations in Canada also experienced an increase of $1.5 million or 20.1% in
communications and technology expense, attributable to the growth in this segment.
General and administrative expense, which includes reserves, promotion and travel expense, office expense, professional fees
and donations, increased by $16.8 million or 20.0% compared to fiscal 2018. Our North American wealth management operations
reported an increase of $6.0 million or 71.9% compared to the prior year as a result of higher conference and office costs to
promote the growth of this operation, as well as transfer fees associated with new accounts. Our UK & Europe wealth
management operations also experienced an increase of $1.9 million or 11.3% compared to the year ended March 31, 2018
primarily as a result of additional reserves recorded in respect of certain ongoing legal matters and the inclusion of a full year of
operations in fiscal 2019 for Hargreave Hale. Furthermore, our US and Canadian capital markets operations reported increases of
$2.4 million and $0.7 million, respectively, in fiscal 2019 compared to the prior year, mostly due to additional costs in
professional fees incurred to support the growth in these regions. The acquisition of Jitneytrade also contributed to the increase in
general and administrative expense in our Canadian capital markets operations.
Interest expense for the year ended March 31, 2019 was $25.5 million, an increase of $7.0 million or 38.1% compared to fiscal
2018. In our Corporate and Other segment, acceleration of attributed interest expense related to the redemption of the
$60.0 million unsecured senior subordinated debentures issued in October 2016 during Q2/19 and in connection with that
redemption, the increase in convertible debentures outstanding as a result of the issuance of convertible debentures in Q2/19,
contributed to an increase of $4.8 million in this segment. In addition, interest expense also increased by $1.0 million compared
to the prior year in our North American wealth management operations, due to higher client interest resulting from higher cash
balances in client accounts held during the period as well as increases in interest rates during the year.
Development costs increased by $7.8 million or 102.4% to $15.5 million in fiscal 2019, largely due to the incentive-based costs
related to the acquisition of Hargreave Hale. In addition, new hire incentive-based costs recorded by our North American wealth
management business unit also contributed to the increase in development costs.
There were $13.1 million of restructuring costs recorded in the year ended March 31, 2019 as a result of restructuring in our
UK capital markets operations in both Q1/19 and Q4/19. These costs consisted of termination benefits as well as certain real
estate costs related to the restructuring.
In connection with the acquisition of Jitneytrade, the Company incurred $1.2 million of acquisition-related costs during the year
ended March 31, 2019. In addition, the Company recorded $1.1 million of acquisition-related costs related to the acquisition of
McCarthy Taylor and the acquisition of Thomas Miller announced in May 2019 in its UK & Europe wealth management operations.
In our US capital markets operations, acquisition-related costs were $0.8 million, related to the acquisition of Petsky Prunier.
INCOME TAX
Income tax expense was $21.1 million for fiscal 2019, reflecting an effective tax rate of 22.7% compared to an effective tax rate
of 52.2% in the prior year. The difference in the effective tax rate was mainly due to the non-recognition of certain deferred tax
assets in our foreign operations in prior years and certain adjustments made to tax provisions recorded in prior periods.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 29
NET INCOME
Net income for fiscal 2019 was $71.6 million compared to net income of $17.1 million in fiscal 2018, an increase of
$54.5 million or 319.2%, largely due to the increase in revenue and an acceleration of LTIP expense recorded in fiscal 2018 as
discussed in the Management’s Discussion and Analysis and audited consolidated financial statements for the year ended
March 31, 2018. Net income attributable to common shareholders was $61.1 million for fiscal 2019 compared to $3.4 million for
fiscal 2018. Diluted earnings per common share was $0.48 in fiscal 2019 compared to earnings per common share of $0.03 in
the prior fiscal year. Excluding significant items(1), net income for fiscal 2019 was $107.4 million or net income attributable to
common shareholders of $96.9 million, compared to net income of $81.7 million or net income attributable to common
shareholders of $68.0 million in fiscal 2018. Diluted earnings per share excluding significant items(1) was $0.80 for fiscal 2019
compared to $0.59 for the prior year.
Quarterly Financial Information(1)(2)
The following table provides selected quarterly financial information for the eight most recently completed financial quarters ended
March 31, 2019. This information is unaudited but reflects all adjustments of a recurring nature that are, in the opinion of
management, necessary to present a fair statement of the results of operations for the periods presented. Quarter-to-quarter
comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future
performance.
(C$ thousands,
except per share amounts)
Revenue
Q4
Q3
Q2
Fiscal 2019
Q1
Q4
Q3
Q2
Fiscal 2018
Q1
Commissions and fees
$ 137,578
$ 143,115
$ 139,402
$ 136,380
$ 135,148
$ 125,709
$ 96,125
$ 104,955
Investment banking
Advisory fees
Principal trading
Interest
Other
Total revenue
Total expenses
Net income (loss) before
income taxes
Net income (loss)
Earnings (loss) per
share − basic(4)
Earnings (loss) per
share − diluted(4)
Excluding significant items(3)
$
$
$
60,316
32,220
35,197
13,733
5,764
284,808
279,265
5,543
2,456
98,978
40,698
30,776
12,703
5,330
331,600
290,991
67,426
44,396
28,949
15,326
4,537
300,036
275,414
67,521
24,914
30,908
9,246
5,154
95,514
40,930
36,047
10,045
4,396
274,123
252,241
322,080
324,379
112,629
31,957
29,138
6,861
3,148
309,442
262,559
33,356
30,589
22,849
5,793
2,835
191,547
198,613
40,609
24,622
21,882
(2,299)
46,883
(7,066)
$ 32,458
$ 18,019
$ 18,649
$
(9,703)
$ 36,598
$
(7,258)
0.00
0.00
$
$
0.31
0.25
$
$
0.11
0.09
$
$
0.16
0.14
$
$
(0.15)
(0.15)
$
$
0.35
0.29
Net income
Earnings (loss) per
share − basic(4)
Earnings (loss) per
share − diluted(4)
$ 16,610
$ 36,843
$ 28,867
$ 25,035
$ 37,312
$ 39,182
$
$
0.15
0.12
$
$
0.35
0.28
$
$
0.27
0.23
$
$
0.23
0.19
$
$
0.36
0.28
$
$
0.38
0.31
$
$
$
$
$
(0.11)
(0.11)
3,548
0.01
0.01
40,696
18,896
25,887
5,176
4,198
199,808
201,580
(1,772)
(2,560)
(0.05)
(0.05)
1,615
(0.01)
(0.01)
$
$
$
$
$
$
(1) Data is in accordance with IFRS except for figures excluding significant items. See Non-IFRS Measures on page 14.
(2) The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
(3) Figures excluding significant items are non-IFRS measures. See the Quarterly Financial Information Excluding Significant Items table below.
(4) Due to rounding or calculation of the dilutive impact of share issuance commitments in the quarterly and year to date EPS figures, the sum of the quarterly earnings (loss) per common share figures
may not equal the fiscal year earnings (loss) per share figure.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
30 Management’s Discussion and Analysis
QUARTERLY FINANCIAL INFORMATION EXCLUDING SIGNIFICANT ITEMS(1)(2)
(C$ thousands,
except per share amounts)
Total revenue per IFRS
Total expenses per IFRS
Revenue
Total revenue excluding
significant items
Expenses
Significant items recorded in
Canaccord Genuity Capital
Markets
Amortization of intangible
assets
Restructuring costs(3)
Acquisition-related costs
Acceleration of long-term
incentive plan expense
Significant items recorded in
Canaccord Genuity Wealth
Management
Amortization of intangible
Restructuring costs
Acquisition-related costs
Development costs(5)
Acceleration of long-term
incentive plan expense
Incentive payment related
to acquisition(4)
Significant items recorded in
Corporate and Other
Loss on convertible
debentures(6)
Acceleration of long-term
incentive plan expense
Total significant items
Total expenses excluding
significant items
Net income before income
Q4
$ 284,808
279,265
Q3
$ 331,600
290,991
Q2
$ 300,036
275,414
Fiscal 2019
Q1
$ 274,123
252,241
Q4
$322,080
324,379
Q3
$309,442
262,559
Q2
$191,547
198,613
Fiscal 2018
Q1
$ 199,808
201,580
284,808
331,600
300,036
274,123
322,080
309,442
191,547
199,808
639
11,754
803
—
639
—
—
—
639
—
—
—
579
1,316
1,173
579
—
—
—
42,399
2,867
939
184
—
4,058
918
—
—
170
245
—
—
—
—
—
—
—
(237)
1,490
1,498
1,543
1,541
—
—
8,608
—
—
579
—
—
—
2,820
—
—
—
—
—
—
579
4,256
—
—
1,262
2,000
4,364
—
—
—
—
580
448
—
—
1,324
—
2,184
—
—
—
—
—
16,678
—
5,289
—
13,496
—
7,467
1,898
54,465
—
3,399
—
12,461
—
4,536
262,587
285,702
261,918
244,774
269,914
259,160
186,152
197,044
assets
2,801
2,745
2,751
2,856
taxes − adjusted
$ 22,221
$ 45,898
$ 38,118
$ 29,349
$ 52,166
$ 50,282
$
5,395
$
2,764
Income tax
expense − adjusted
Net income − adjusted
Net income (loss)
attributable to common
shareholders
Earnings (loss) per share −
basic − adjusted(7)
Earnings (loss) per share −
diluted − adjusted(7)
5,611
$ 16,610
9,055
$ 36,843
9,251
$ 28,867
4,314
$ 25,035
14,854
$ 37,312
11,100
$ 39,182
$ 14,466
$ 34,491
$ 26,291
$ 21,651
$ 33,003
$ 34,665
$
$
0.15
0.12
$
$
0.35
0.28
$
$
0.27
0.23
$
$
0.23
0.19
$
$
0.36
0.28
$
$
0.38
0.31
1,847
3,548
970
0.01
0.01
$
$
$
$
$
$
$
$
1,149
1,615
(627)
(0.01)
(0.01)
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
(2) The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
(3) Restructuring costs recorded in Q1/19 and Q4/19 related to termination benefits and real estate costs in connection with the restructuring of the UK capital markets operations. Restructuring
costs recorded in Q2 fiscal 2018 related to termination benefits incurred as a result of the closing of certain trading operations in our UK capital markets operations and staff reductions in our
Canadian and US capital markets operations. There were also real estate costs related to the acquisition of Hargreave Hale recorded in Q2 and Q4 of fiscal 2018.
Incentive-based costs related to the acquisition of Hargreave Hale determined with reference to financial targets and other performance criteria recorded in development costs.
(4)
(5) Related to costs directly attributable to internal development of software used in our UK wealth management operations.
(6) During Q2/19, there was an accounting loss of $13.5 million related to the extinguishment of the $60.0 million convertible unsecured subordinated debentures issued in October 2016. This loss
was adjusted to reflect directly in shareholders’ equity $4.9 million of the loss that was related to the conversion feature of the extinguished debentures. The adjustment had no impact on the
calculation of the basic or diluted earnings per share.
(7) Due to rounding or calculation of the dilutive impact of share issuance commitments in the quarterly and year to date EPS figures, the sum of the quarterly earnings per common share figures may
not equal the year to date earnings per share figure.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 31
Quarterly trends and risks
Our quarterly results are generally not significantly affected by seasonal factors. However, the Company’s revenue and income can
experience considerable variations from quarter to quarter and year to year due to factors beyond the Company’s control. The
business is affected by the overall condition of the global capital markets and activity in our core focus sectors as well as changes
in the market for growth companies and companies in emerging sectors. The Company’s revenue from an underwriting transaction
is recorded only when a transaction has been substantially completed or closed. Consequently, the timing of revenue recognition
can materially affect Canaccord Genuity Group Inc.’s quarterly results.
With the increase in capital raising and advisory activity in our core focus areas in Canada and the US over the recent quarters
and higher contribution from our global wealth management operations, revenue and net income excluding significant items(1)
generated in fiscal 2019 have shown marked improvements over the past fiscal year. Revenue for four of the past eight quarters
surpassed $300.0 million, with Q3/19 being the highest at $331.6 million. Although revenue for Q4/19 decreased by 14.1% over
the previous quarter, overall revenue in fiscal 2019 was $1.2 billion, marking the second consecutive year that the Company
crossed the $1.0 billion revenue mark.
Despite the declines in global equities towards the end of calendar 2018 and the continuing uncertain outlook for the world
economy, our Canaccord Genuity Capital Markets operations generated annual revenue of $704.3 million, an increase of 10.5%
over the prior year. Revenue in our Canadian capital markets operations increased overall compared to fiscal 2018, reflecting our
active involvement with numerous transactions in the cannabis sector. With the addition of Jitneytrade in Q1/19, commission and
fees revenue have increased since the completion of the acquisition. Compared to the exceptionally high revenue generated in
Q3/19, revenue in Q4/19 decreased by 34.6% due to a less active financing market as well as the completion of fewer advisory
mandates. The Canadian operating region has consistently been profitable for the past eight quarters, with pre-tax profit margins
excluding significant items(1) reaching a high of 32.5% in Q2/19.
The quarterly revenue earned in our US capital markets operations during fiscal 2019 showed a significant improvement over the
earlier quarters in fiscal 2018. The highest quarterly revenue over the past eight completed quarters was Q3/19, with a record
revenue of $81.2 million. Our International Equities Group continued to perform well, with the principal trading revenue reaching
$27.0 million in each of the last two quarters of fiscal 2019. Our focus on growing our advisory business has to led to an
increase in advisory fees revenue over the more recent quarters. The completion of our acquisition of Petsky Prunier in Q4/19
also contributed to the $15.6 million advisory fees revenue recorded during the last quarter of fiscal 2019. Excluding significant
items(1), our US operations have also been profitable over the last six consecutive quarters.
In our UK capital markets operations, a prolonged period of political and market uncertainty in the UK has impacted capital
raising, advisory and related activities, resulting in a decline in revenue and profitability. During Q4/19, a restructuring plan was
announced for this operation to achieve a more focused UK capital markets business. As a result of this restructuring, a charge of
$11.8 million related to termination benefits and real estate costs was recorded in Q4/19.
Our Australian operations generated higher revenue in the first half of fiscal 2019 but the revenue level was impacted by slower
financing activity in the latter part of the fiscal year. Despite an operating loss in Q4/19, this operating region was still profitable
overall in fiscal 2019. Contributing to the decrease in revenue in this region in fiscal 2019 were profits and unrealized gains
recorded during fiscal 2018, particularly during Q3/18 and Q4/18, in certain inventory and warrant positions earned in respect of
investment banking activity.
Our Canaccord Genuity Wealth Management North America operations have been positively impacted by stabilizing market
conditions, improved transaction activity and a growth in managed assets. Revenue increased by 4.2% during Q4/19 compared to
the same period a year ago and remained consistent with the previous quarter. In addition to an increase in commissions and
fees revenue, revenue attributable to investment banking activity in this segment also increased over the past eight quarters,
reflecting the increased private client participation in new issue activity in our Canadian operations because of the increased
activity by companies in new and developing industry sectors such as cannabis. This operating region has positively contributed to
the profitability of Canaccord Genuity Group over the past few quarters, adding stability to the Company’s overall performance.
Assets under management increased in Q4/19 by 49.9% compared to Q4/18 to $4.2 billion as a result of additional client assets
with the hiring of new investment advisors as well as generally higher market values. Assets under administration, including
assets under management, increased by 32.8% from $15.6 billion at the end of fiscal 2018 to $20.7 billion at the end of fiscal
2019. Our fee-related revenue continued to grow, reaching 38.4% in Q4/19.
The Canaccord Genuity Wealth Management UK & Europe operations were expanded during fiscal 2018 with the completion of the
Hargreave Hale acquisition at the end of Q2/18 and again in Q4/19 with the acquisition of McCarthy Taylor. The quarterly revenue
generated in this region increased from approximately $38.0 million in the first half of fiscal 2018 to over $62.0 million since the
completion of the Hargreave Hale acquisition. Although this region incurred higher operating expenses resulting from the
expansion of this business and our increased headcount, pre-tax profit margins continued to be strong at 18.0% in Q4/19
excluding significant items(1). At the end of Q4/19, fee-related revenue was at 73.4%, a 6.1 percentage point increase from
Q4/18, due to changes in transaction activity during the year. Assets under management for this group decreased by 1.5% as of
the end of Q4/19 compared to Q4/18. In local currency, AUM increased by 2.6% to £25.4 billion at the end of March 31, 2019.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
32 Management’s Discussion and Analysis
The movement in revenue in the Corporate and Other segment was mainly due to foreign exchange gains or losses resulting from
fluctuations in the Canadian dollar.
Fourth quarter 2019 performance
Revenue for the fourth quarter was $284.8 million, a decrease of $37.3 million or 11.6% compared to the same period in the
previous year. Our global wealth management operations generated an increase in revenue of $0.8 million compared to Q4/18,
largely driven by an increase in revenue of $2.2 million in our North American wealth management operations, partially offset by a
decline of $1.4 million in our UK & Europe wealth management operations.
Our Canaccord Genuity Capital Markets segment recorded a decrease of $40.6 million or 20.3% in revenue compared to Q4/18,
with decreases recorded in each of the principal operations except for our US operations. Our US operations recorded an increase
of $5.3 million or 7.8% compared to Q4/18, driven mainly by higher advisory fees revenue, partially as a result of the acquisition
of Petsky Prunier completed in February 2019. The decrease in revenue recorded in our Canadian capital markets operations was
largely driven by decreases in investment banking and advisory fees compared to the record quarter in Q4/18. In Australia,
revenue decreased by $16.8 million or 83.7% over Q4/18, primarily due to reduced investment banking revenue from lower
financing activity as well as a reduction in gains in certain inventory and warrant positions earned in respect of investment banking
activity during the same period in the prior year. A decrease of $5.9 million or 17.0% in our UK operations resulted from a decline
in financing activity in that region.
On a consolidated basis, commissions and fees revenue increased by $2.4 million or 1.8% to $137.6 million compared to the
same period in the previous year, predominantly attributable to our North American wealth management operations as discussed
above. Investment banking revenue decreased by $35.2 million or 36.9% to $60.3 million in Q4/19 across all our principal
operating regions as financing activity slowed down compared to the same period in the prior year.
Advisory fees revenue decreased by $8.7 million or 21.3% to $32.2 million in Q4/19 compared to the same period in the prior
year due to lower revenue recorded in our Canadian and UK capital markets operations, partially offset by higher advisory fees
recorded in the US. As discussed above, the completion of the acquisition of Petsky Prunier in Q4/19 in our US operations
contributed to the increase in advisory fees revenue recorded in that region.
Principal trading revenue decreased by $0.9 million during the three months ended March 31, 2019 compared to the same period
last year, mostly due to lower trading revenue generated in our US operations. Interest revenue for Q4/19 was $13.7 million, an
increase of $3.7 million over Q4/18, mainly attributable to our Canadian wealth management operations arising from increased
margin loan and stock loan activity. Other revenue was $5.8 million, an increase of $1.4 million or 31.1% compared to Q4/18, as
a result of an increase in revenue in our Pinnacle Correspondent Services business.
Expenses were $279.3 million, down $45.1 million or 13.9% from Q4/18, largely due to the acceleration of long-term incentive
plan (LTIP) expense recorded in Q4/18 as described in the Management’s Discussion and Analysis and audited consolidated
financial statements for the year ended March 31, 2018. Total expenses excluding significant items(1) were $262.6 million, a
decrease of $7.3 million or 2.7% from the same period last year.
Incentive compensation expense decreased by $16.5 million or 10.3% compared to the same period in the prior year, in line with
the decrease in incentive-based revenue. Salaries and benefits expense was $2.7 million or 9.5% higher compared to
Q4/18, largely due to higher headcount. Total compensation expense (incentive compensation expense plus salaries and benefits)
as a percentage of revenue increased by 2.8 percentage points to 61.5% in Q4/19 compared to Q4/18 as a result of higher fixed
staff costs exacerbated by the decrease in revenue.
Excluding significant items(1), non-compensation overhead expenses as a percentage of revenue increased by 5.6 percentage
points in Q4/19 compared to Q4/18, reflecting the decrease in revenue and the fixed nature of certain expenses. The largest
increases in overhead expenses compared to the same period in the prior year were general and administrative expense and
communication and technology expense. Offsetting these increases was a decrease in trading costs of $2.4 million as a result of
a change in international trading activity.
General and administrative costs, which increased by $5.0 million, were mainly driven by higher costs in our North American
wealth management operations to support the growth in this region. Communication and technology expense increased by
$3.2 million due to the higher headcount across the different regions, with the largest increase recorded in our Canadian capital
markets operations.
During Q2/19, there was an accounting loss of $13.5 million related to the extinguishment of the $60.0 million convertible
unsecured subordinated debentures issued in October 2016. This loss was adjusted to reflect directly in shareholders’ equity
$4.9 million of the loss that was related to the conversion feature of the extinguished debentures. The adjustment had no impact
on the calculation of the basic or diluted earnings per share.
There were restructuring costs of $11.8 million, consisting of termination benefits and real estate costs related to the
restructuring in our UK capital markets operations announced in Q4/19. Acquisition-related expenses of $1.7 million were
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 33
recorded in Q4/19 in connection with the acquisitions of McCarthy Taylor and Petsky Prunier completed prior to March 31, 2019,
as well as costs related to the acquisition of Thomas Miller announced in May 2019.
Income tax expense was $3.1 million in Q4/19 compared to income tax expense of $7.4 million for the three months ended
March 31, 2018. Excluding significant items(1), the effective tax rate for Q4/19 was 25.3% compared to 28.5% in Q4/18.
Net income for the fourth quarter of fiscal 2019 was $2.5 million compared to a net loss of $9.7 million in Q4/18. Net income
attributable to common shareholders was $0.3 million for Q4/19 compared to a net loss attributable to common shareholders of
$14.0 million in Q4/18. Diluted income per common share in the current quarter was $0.00, compared to a diluted loss per
common share of $0.15 in Q4/18. Excluding significant items(1), net income for Q4/19 was $16.6 million compared to
$37.3 million in Q4/18, a decrease of $20.7 million or 55.5%, primarily due to the decrease in revenue compared to the same
period in the prior year. Net income attributable to common shareholders excluding significant items(1) was $14.5 million
compared to $33.0 million in the same period of the prior year. Diluted EPS excluding significant items(1) was $0.12 in Q4/19
compared to $0.28 in Q4/18.
Business Segment Results(1)(2)
(C$ thousands,
except number of employees)
Canaccord
Genuity
Capital
Markets
Canaccord
Genuity
Wealth
Management
Corporate
and Other
For the years ended March 31
2019
Total
Canaccord
Genuity
Capital
Markets
Canaccord
Genuity
Wealth
Management
Corporate
and Other
2018
Total
Revenue
Canada
UK & Europe
US
Australia
Other Foreign Locations
Total revenue
Expenses
Intersegment allocations
Income (loss) before income
$260,665
$204,420
$ 24,430
$ 489,515
$ 216,106
$ 165,891
$ 15,056
$ 397,053
108,789
303,587
31,366
(81)
704,326
622,760
18,689
254,985
2,406
—
—
461,811
388,741
14,467
—
—
—
—
363,774
305,993
31,366
128,458
235,942
57,022
(81)
28
201,383
2,991
—
—
—
—
—
—
329,841
238,933
57,022
28
24,430
1,190,567
86,410
1,097,911
(33,156)
—
637,556
607,906
16,524
370,265
320,737
15,056
58,488
1,022,877
987,131
15,529
(32,053)
—
taxes (recovery)
$ 62,877
$ 58,603
$(28,824) $
92,656
$ 13,126
$ 33,999
$ (11,379) $
35,746
Excluding significant items(3)
Revenue
Expenses
Intersegment allocations
Income (loss) before income
704,326
605,218
18,689
461,811
371,961
14,467
24,430
1,190,567
77,802
1,054,981
(33,156)
—
637,556
558,486
16,524
370,265
297,194
15,056
56,590
1,022,877
912,270
15,529
(32,053)
—
taxes (recovery)
$ 80,419
$ 75,383
$(20,216) $ 135,586
$ 62,546
$ 57,542
$
(9,481) $ 110,607
Number of employees
832
995
308
2,135
730
938
288
1,956
(1) Data is in accordance with IFRS except for figures excluding significant items and number of employees. See Non-IFRS Measures on page 14. Detailed financial results for the business segments
are shown in Note 23 of the audited consolidated financial statements on page 110.
(2) The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
(3) See the Selected Financial Information Excluding Significant Items table on page 24.
Canaccord Genuity Group’s operations are divided into three segments: Canaccord Genuity Capital Markets and Canaccord
Genuity Wealth Management are the main operating segments while Corporate and Other is mainly an administrative segment.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
34 Management’s Discussion and Analysis
CANACCORD GENUITY CAPITAL MARKETS
Overview
Canaccord Genuity Capital Markets provides investment banking, advisory, equity research, and sales and trading services to
corporate, institutional and government clients as well as conducting principal trading activities in Canada, the US, the UK &
Europe and the Asia-Pacific region. Canaccord Genuity Capital Markets has offices in 21 cities in 9 countries worldwide.
Our operating results demonstrate the strength of our global business and the success of our efforts to diversify our revenue
streams and improve alignment across our businesses and regions. For fiscal 2019, 63.0% of total Canaccord Genuity Capital
Markets revenue was earned outside of Canada.
Canaccord Genuity Capital Markets’ global alignment efforts are helping to firmly position the Company as a leading global
independent investment bank focused on the mid-market.
During fiscal 2019, Canaccord Genuity Capital Markets participated in 344 transactions to raise gross proceeds of
$31.1 billion(1). Of these, Canaccord Genuity Capital Markets led or co-led 176 transactions globally, raising total proceeds of
$7.0 billion.
Outlook
Canaccord Genuity Capital Markets continues to be very well positioned in many of the Company’s key markets. In the fiscal year
ahead, management intends to focus on capturing operating efficiencies and improving profitability through further integration of
its global capital markets platform and encouraging further cross-border coordination among our global offices.
We believe Canaccord Genuity Capital Markets’ integrated global platform provides a competitive advantage for our business
compared to many of the domestically focused firms we compete with. Smaller regional or local investment dealers are
increasingly under pressure to diversify, and larger international competitors dedicate limited resources to servicing growth
companies. We believe this competitive landscape provides a significant opportunity for Canaccord Genuity Capital Markets in the
global mid-market, as this space is currently relatively underserviced by other global investment banks. Canaccord Genuity Capital
Markets’ mid-market strategy and focus on key growth sectors differentiate the firm from its competition.
Canaccord Genuity Capital Markets remains committed to operating as efficiently as possible in order to sustain its global
platform during periods of slower capital markets activity. A culture of cost containment continues to be reinforced throughout the
Company, and strategies to lower operating costs over the long term continue to be explored.
While we are optimistic about our prospects for the future, the Company has made the prudent decision to balance investments in
growth with our ability to generate profit in the current market environment. The dynamic nature of our operating environment
requires us to maintain a level of agility in our business mix that allows us to stay competitive and meet the evolving needs of our
clients. For this reason, the Company will continue to make disciplined investments with the addition of small teams in specific
sector verticals or key service offerings to further strengthen our operations in areas where we believe we can capture additional
market share.
The management team believes the investments that the Company has made to improve Canaccord Genuity Capital Markets’
global presence and refine its service offering have positioned the business very well for the future.
Operating results of Jitneytrade and Petsky Prunier are included since the closing dates of June 6, 2018 and February 13, 2019,
respectively.
(1) Transactions over C$1.5 million
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 35
FINANCIAL PERFORMANCE(1)(2)
For the years ended March 31
2019
(C$ thousands, except
number of employees)
Revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses
Acceleration of long-term
incentive plan expense
Development costs
Acquisition-related costs
Restructuring costs
Total expenses
Intersegment allocations(3)
Income (loss) before income
taxes (recovery)(3)
Excluding significant items(4)
Total revenue
Total expenses
Intersegment allocations(3)
Income (loss) before income
taxes (recovery)(3)
Number of employees
Canada
UK(5)
US
Australia
$260,665 $108,789 $303,587 $31,366 $
Australia
(81) $704,326 $216,106 $128,458 $235,942 $57,022
Canada
Total
US
UK(5)
Other
Foreign
Locations
128,206
6,356
53,052
73,028 160,215
10,403
38,333 101,533
5,250
—
72
1,173
—
96
—
— 13,070
—
284
803
—
188,859 129,777 273,238
3,037
12,458
2,908
18,017
1,964
9,407
—
—
—
—
29,388
286
248 379,714
560
24,533
690 203,015
—
452
—
—
1,976
— 13,070
1,498 622,760
— 18,689
112,655
5,381
45,875
11,657
—
—
2,366
177,934
10,159
80,023 128,023
11,890
87,565
5,672
40,621
12,870
—
—
448
17,872
—
—
1,890
139,634 247,240
3,113
2,969
30,754
1,881
9,195
—
—
—
—
41,830
283
2018
Other
Foreign
Locations
$
Total
28 $637,556
3 351,458
688
25,512
577 183,833
— 42,399
—
—
—
—
4,704
—
1,268 607,906
— 16,524
$ 59,348 $ (23,896) $ 27,312 $ 1,692 $(1,579) $ 62,877 $ 28,013 $ (14,145) $ (14,411) $14,909
$(1,240)$ 13,126
260,665 108,789 303,587
185,194 116,707 272,431
3,037
12,458
2,908
31,366
29,388
286
(81) 704,326
1,498 605,218
— 18,689
216,106
161,599
10,159
128,458 235,942
126,316 227,473
3,113
2,969
57,022
41,830
283
28 637,556
1,268 558,486
— 16,524
$ 63,013 $ (10,826) $ 28,119 $ 1,692 $(1,579) $ 80,419 $ 44,348 $
255
197
308
68
4
832
189
(827) $
214
5,356 $14,909
68
256
$(1,240)$ 62,546
730
3
(1) Data is in accordance with IFRS except for figures excluding significant items and number of employees. See Non-IFRS Measures on page 14.
(2) The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
Income (loss) before income taxes includes intersegment allocations. See the Intersegment Allocated Costs section on page 43.
(3)
(4) Refer to the Selected Financial Information Excluding Significant Items table on page 24.
(5)
Includes our Dubai based operations.
REVENUE
REVENUE BY GEOGRAPHY AS A PERCENTAGE OF CANACCORD GENUITY CAPITAL MARKETS REVENUE
Revenue generated in:
Canada
UK & Europe(1)
US
Australia
Other Foreign Locations
p.p.: percentage points
(1) Includes our Dubai based operations
For the years ended March 31
2019
2018
2019/2018
change
37.0%
15.4%
43.1%
4.5%
0.0%
100%
33.9%
20.2%
37.0%
8.9%
0.0%
100.0%
3.1 p.p.
(4.8) p.p.
6.1 p.p.
(4.4) p.p.
(0.0) p.p.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
36 Management’s Discussion and Analysis
Canaccord Genuity Capital Markets generated revenue of $704.3 million, an increase of 10.5% or $66.8 million compared to
fiscal 2018 as a result of higher financing and advisory activity during the year. Revenue increased most notably in the US, which
increased by $67.6 million or 28.7% compared to the prior year. The increase in revenue in our US capital markets operations was
driven largely by higher investment banking revenue and advisory fees. In Canada, revenue increased by $44.6 million or 20.6%
compared to fiscal 2018, partially as a result of our active involvement with numerous transactions in the cannabis sector.
Revenue in our UK operations decreased by $19.7 million or 15.3% to $108.8 million in fiscal 2019 due to reduced financing
revenue resulting from the market uncertainty in that operating region. Our Australian operations generated revenue of
$31.4 million, which represents a decrease of $25.7 million or 45.0% from fiscal 2018, impacted by a slowdown in financing
activity in the second half of fiscal 2019 as well as lower gains recorded in certain of our inventory and warrant positions earned
and received as fees in respect of investment banking activity in the current and prior periods.
Investment banking activity
The company’s focus sector mix in fiscal 2019 showed continued diversity. While capital raising contributions from the Health Care
and Life Sciences sector includes revenues from cannabis-related businesses, we note that our US investment banking practice
was a significant contributor to revenue growth from the Healthcare and Healthcare IT segments. Revenue from Technology &
Industrials sectors was led by our US and Canadian capital markets businesses and reflects our continued growth in the
US technology segment.
Canaccord Genuity Capital Markets’ transactions and revenue by focus sectors are detailed below.
CANACCORD GENUITY CAPITAL MARKETS − OVERALL
Investment banking transactions and revenue by sector
For the year ended March 31, 2019
as a % of
investment
banking
transactions
24.6%
12.1%
4.3%
9.0%
15.6%
16.4%
6.7%
5.4%
5.2%
0.7%
as a % of
investment
banking
revenue
47.9%
15.6%
7.6%
7.6%
6.4%
3.8%
3.8%
3.8%
2.1%
1.4%
100.0%
100.0%
Sectors
Life Sciences
Technology & Industrials
Industrials
Financials
Metals & Mining
Others
Diversified
Consumer & Retail
Real Estate
Sustainability
Total
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 37
CANACCORD GENUITY CAPITAL MARKETS − BY GEOGRAPHY
Investment banking transactions by sector (as a % of the number of investment banking transactions for each geographic region)
Sectors
Life Sciences
Technology & Industrials
Industrials
Consumer & Retail
Financials
Diversified
Metals & Mining
Others
Real Estate
Sustainability
Total
For the year ended March 31, 2019
Canada
23.1%
7.4%
0.3%
3.5%
7.1%
11.9%
17.6%
21.2%
7.7%
0.2%
UK
10.0%
4.3%
8.6%
5.7%
35.7%
0.0%
2.9%
21.4%
7.1%
4.3%
US
45.6%
32.5%
14.9%
6.1%
0.9%
0.0%
0.0%
0.0%
0.0%
0.0%
Australia
10.0%
6.7%
0.0%
13.3%
3.3%
0.0%
50.0%
16.7%
0.0%
0.0%
100.0%
100.0%
100.0%
100.0%
Investment banking revenue by sector (as a % of investment banking revenue for each geographic region)
Sectors
Life Sciences
Technology & Industrials
Industrials
Financials
Metals & Mining
Others
Diversified
Consumer & Retail
Real Estate
Sustainability
Total
For the year ended March 31, 2019
Canada
70.2%
6.1%
0.0%
1.3%
6.8%
3.4%
8.1%
1.1%
2.6%
0.4%
UK
4.2%
0.6%
15.1%
44.5%
1.3%
11.6%
0.0%
9.5%
5.8%
7.4%
US
42.1%
38.1%
16.9%
0.0%
0.0%
0.0%
0.0%
2.9%
0.0%
0.0%
Australia
18.6%
12.1%
0.0%
0.6%
48.7%
6.1%
0.5%
13.4%
0.0%
0.0%
100.0%
100.0%
100.0%
100.0%
Note for reference in the tables above: transactions with companies in the cannabis sector in Canada are included under the Healthcare & Life Sciences sector.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
38 Management’s Discussion and Analysis
EXPENSES
Expenses for fiscal 2019 were $622.8 million, an increase of 2.4% or $14.9 million compared to the prior year. Excluding
significant items(1), total expenses for fiscal 2019 were $605.2 million, an increase of 8.4% or $46.7 million compared to fiscal
2018. As a percentage of revenue, total expenses decreased by 6.9 percentage points compared to the year ended March 31,
2018.
Incentive compensation and salaries and benefits
Incentive compensation expense for fiscal 2019 increased by $28.3 million or 8.0% compared to fiscal 2018. Incentive
compensation expense as a percentage of revenue was 53.9%, a decrease of 1.2 percentage points from fiscal 2018. Salaries
and benefits expense for fiscal 2019 decreased by $1.0 million or 3.8% compared to fiscal 2018. Total compensation expense
(incentive compensation expense plus salaries and benefits) as a percentage of revenue was 1.7 percentage points lower than
fiscal 2018, at 57.4% for the year ended March 31, 2019.
In Canada, total compensation as a percentage of revenue decreased by 3.0 percentage points compared to fiscal 2018 due to
an increase in revenue relative to fixed staff costs. Our US operations recorded a compensation ratio of 56.2% in fiscal 2019, a
decrease of 3.1 percentage points compared to the prior year, as a result of a reduction in salaries and benefits expense. In our
UK operations, total compensation expense as a percentage of revenue increased by 5.3 percentage points compared to fiscal
2018 as a result of the decline in revenue relative to fixed staff costs. Total compensation expense as a percentage of revenue in
our Australian operations was 63.7%, an increase of 6.5 percentage points due to the decrease in revenue and the non-variable
nature of certain staff costs.
Canaccord Genuity Capital Markets total compensation expense (incentive compensation plus salaries and benefits) as
a percentage of revenue by geography
Canada
UK & Europe
US
Australia
Other Foreign Locations
Canaccord Genuity Capital Markets (total)
p.p.: percentage points
n.m.: not meaningful
Other overhead expenses
For the years ended March 31
2019
51.6%
72.0%
56.2%
63.7%
n.m.
57.4%
2018
54.6%
66.7%
59.3%
57.2%
n.m.
59.1%
2019/2018
change
(3.0) p.p.
5.3 p.p.
(3.1) p.p.
6.5 p.p.
n.m.
(1.7) p.p.
Other overhead expenses were $203.0 million for fiscal 2019 compared to $183.8 million in fiscal 2018, an increase of
$19.2 million or 10.4%. The most significant increases in overhead costs compared to the prior year include trading costs,
communication and technology expense and general and administrative expense, offset by decreases in amortization expense.
The increase in trading costs was mainly due to higher execution and settlement charges in connection with our US operations as
well as the addition of Jitneytrade in Canada during Q1/19.
General and administrative expense increased by $4.9 million or 10.0% compared to fiscal 2018, resulting from higher
professional fees, promotion and travel expenses, and other office expenses to support the growth in our business.
Amortization expense decreased by $2.3 million to $7.2 million compared to the prior year due to a decrease in amortization in
our UK operations related to certain internally developed software.
Communication and technology expense increased by $1.9 million to $38.3 million for the year ended March 31, 2019, primarily
attributable to increases in our Canadian and US operations due to higher headcount.
During the year ended March 31, 2019, there were restructuring costs incurred of $13.1 million related to termination benefits
and real estate costs in connection with the restructuring in our UK operations during both Q1/19 and Q4/19. The restructuring
costs of $4.7 million recorded in fiscal 2018 related to staff reductions in our US and Canadian capital markets operations, as
well as costs related to certain trading operations in Dublin.
There were acquisition-related costs of $2.0 million recorded during the year ended March 31, 2019 related to the acquisitions of
Jitneytrade and Petsky Prunier.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 39
INCOME BEFORE INCOME TAXES
Income before income taxes in fiscal 2019 was $62.9 million, an increase of $49.8 million compared to fiscal 2018. Excluding
significant items(1), income before income taxes, including allocated overhead expenses, increased from $62.5 million to income
before income taxes of $80.4 million in fiscal 2019. The increase in income before income taxes excluding significant items(1)
was attributable to higher revenue generated in our Canadian and US operating segments combined with a reduction in overhead
expenses.
CANACCORD GENUITY WEALTH MANAGEMENT
Overview
Canaccord Genuity Group’s wealth management division provides a range of comprehensive financial services and investment
products to individual investors (private clients), institutions and intermediaries, and charities. Revenue from wealth management
operations is generated through traditional commission-based brokerage services; the sale of fee-based products and services;
client-related interest; and fees and commissions earned by Investment Advisors (IAs) in Canada from investment banking and
venture capital transactions. The Company has wealth management operations in Canada, the UK & Europe, and Australia. In
addition to the acquisition of Hargreave Hale in Q2/18, the Company acquired McCarthy Taylor in Q4/19, further expanding its
wealth management operations in the UK & Europe.
In the UK & Europe, Canaccord Genuity Wealth Management has 12 offices in the UK, Guernsey, Jersey and the Isle of Man.
Revenue earned by this business is largely generated through fee-based accounts and portfolio management activities. The
business offers services to both domestic (UK) and international and European clients and provides clients with investing options
from both third party and proprietary financial products, including investment funds managed by Canaccord Genuity Wealth
Management portfolio managers.
At March 31, 2019, Canaccord Genuity Wealth Management had 12 offices located across Canada, including three Independent
Wealth Management (IWM) locations. The Company is focused on actively recruiting established Advisory Teams to accelerate
growth in this business.
Outlook
Our strategic shift to strengthening contributions from our global wealth management performance will continue to be a main
focus for the Company. Management’s priorities for Canaccord Genuity Wealth Management will be focused on growing assets
under administration and management, and increasing the proportion of fee-based revenue as a percentage of total revenue. By
increasing recurring revenue streams, we expect to meaningfully reduce our reliance on transaction-based revenue over the
coming years, making our business less sensitive to changes in market conditions and trading activity.
With 72.6% of the division’s revenue derived from recurring, fee-based activities, the revenue stream generated through Canaccord
Genuity Wealth Management’s UK & Europe wealth management business helps to improve the stability of its overall performance.
Client holdings in our in-house investment management products exceed $1 billion and are attracting growing interest from both
domestic and international intermediaries. The Company will continue to pursue strategic opportunities to increase the scale of its
UK wealth management business.
In Canada, the Company continues to focus on enhancing margins, managing costs, and growing the business through targeted
recruitment and training. While the recruiting environment remains competitive, we expect the benefits of our independent global
platform to help drive continued recruiting success in select markets. The Company also intends to invest further in training
programs for new and existing Investment Advisors to continue developing and broadening the skills of our Advisory Teams and to
support the growth of fee-based services offered through the Canadian business. We maintain a strong focus on attracting and
retaining high quality advisors, investing in training programs and building a comprehensive suite of premium products targeted at
attracting high net worth investors and helping advisors grow their businesses.
In Australia, the Company still has a relatively small wealth management operation; however, expansion is expected to occur
through targeted recruiting, and through the build-out of wealth management services and products in this market.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
40 Management’s Discussion and Analysis
FINANCIAL PERFORMANCE − NORTH AMERICA(1)(2)
(C$ thousands, except AUM and AUA (in C$ millions),
number of employees, Advisory Teams and % amounts)
Revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses
Acceleration of long-term incentive plan expense
Total expenses
Intersegment allocations(3)
Income before income taxes(3)
AUM − Canada (discretionary)(4)
AUA − Canada(5)
Number of Advisory Teams − Canada
Number of employees
Excluding significant items(6)
Total expenses
Intersegment allocations(3)
Income before income taxes(3)
For the years ended March 31
2019
2018
2019/2018
change
$
206,826
$
168,882
$
37,944
22.5%
104,768
14,092
47,968
—
166,828
13,152
$
26,846
$
4,221
20,674
155
430
86,382
11,315
36,795
668
135,160
14,200
19,522
2,815
15,567
142
379
$
166,828
$
134,492
$
32,336
13,152
26,846
14,200
20,190
(1,048)
6,656
18,386
2,777
11,173
21.3%
24.5%
30.4%
(668)
(100.0)%
31,668
(1,048)
7,324
1,406
5,107
13
51
23.4%
(7.4)%
37.5%
49.9%
32.8%
9.2%
13.5%
24.0%
(7.4)%
33.0%
(1) Data is in accordance with IFRS except for figures excluding significant items, AUA, AUM, number of Advisory Teams and number of employees. See Non-IFRS Measures on page 14.
(2)
(3)
(4) AUM represents assets managed on a discretionary basis under our programs generally described as or known as the Complete Canaccord Investment Counselling Program and the Complete
Includes Canaccord Genuity Wealth Management operations in Canada and the US.
Income before income taxes includes intersegment allocations. See the Intersegment Allocated Costs section on page 43.
Canaccord Private Investment Management Program.
(5) AUA is the market value of client assets administered by the Company, for which the Company earns commissions or fees. AUA includes AUM.
(6) Refer to the Selected Financial Information Excluding Significant Items table on page 24.
n.m.: not meaningful
Revenue from Canaccord Genuity Wealth Management North America was $206.8 million, an increase of $37.9 million or 22.5%
from fiscal 2018, driven by higher commissions and fees revenue as well as higher interest on stock loan activity and margin
accounts.
AUA in Canada increased by 32.8% to $20.7 billion at March 31, 2019 from $15.6 billion at March 31, 2018, reflecting our
development initiatives in this sector as well as higher market values over the year. There were 155 Advisory Teams in Canada, an
increase of thirteen from a year ago. The fee-based revenue in our North American operations was 1.4 percentage points higher
than in the prior year and accounted for 34.9% of the wealth management revenue earned in Canada during the year ended
March 31, 2019.
Expenses for fiscal 2019 were $166.8 million, an increase of $31.7 million or 23.4% from fiscal 2018. Total expenses as
a percentage of revenue increased slightly by 0.6 percentage points compared to last year.
Incentive compensation expense increased by $18.4 million or 21.3% compared to the prior year, consistent with the increase in
incentive-based revenue. Salaries and benefits expense increased by $2.8 million compared to the year ended March 31, 2018 as
a result of higher headcount. Total compensation expense (incentive compensation expense plus salaries and benefits) as
a percentage of revenue decreased by 0.4 percentage points compared to last year to 57.5% in fiscal 2019.
Other overhead expenses as a percentage of revenue increased slightly by 1.0% compared to fiscal 2018. Trading costs increased
by $0.8 million as a result of an increase in commission and fees revenue. Communication and technology expense increased by
$1.2 million or 27.8% compared to the prior year as a result of higher headcount. General and administrative expense increased
by $6.0 million or 71.9% due to higher conference costs, as well as transfer fees associated with new accounts and provisions for
legal costs and settlements. Development costs increased by $3.9 million as a result of additional hiring incentives recorded in
the current fiscal year compared to fiscal 2018. Partially offsetting these increases in overhead expenses was a decrease of
$1.1 million in premises and equipment expense.
Income before income taxes increased by $7.3 million in fiscal 2019 to $26.8 million as a result of the net increase in revenue
after variable costs.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
FINANCIAL PERFORMANCE − UK & EUROPE(1)(5)
(C$ thousands, except AUM (in C$ millions), number of employees,
investment professionals and fund managers, and % amounts)
Revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses
Acceleration of long-term incentive plan expense
Restructuring costs
Acquisition-related costs
Total expenses
Intersegment allocations(2)
Income before income taxes(2)
AUM − UK & Europe(3)
Number of investment professionals and fund managers − UK & Europe
Number of employees
Excluding significant items(4)
Total expenses
Intersegment allocations(2)
Income before income taxes(2)
$
$
Management’s Discussion and Analysis 41
For the years ended March 31
2019
2018
2019/2018
change
$
254,985
$
201,383
$53,602
26.6%
96,005
48,822
75,998
—
—
1,088
221,913
1,315
31,757
44,195
200
565
205,133
1,315
48,537
$
$
77,303
36,214
58,999
3,390
2,939
6,732
185,577
1,329
14,477
44,877
188
559
162,702
1,329
37,352
18,702
12,608
16,999
(3,390)
(2,939)
(5,644)
36,336
(14)
$17,280
(682)
12
6
$42,431
(14)
11,185
24.2%
34.8%
28.8%
(100.0)%
(100.0)%
(83.8)%
19.6%
(1.1)%
119.4%
(1.5)%
6.4%
1.1%
26.1%
(1.1)%
29.9%
(1) Data is in accordance with IFRS except for figures excluding significant items, AUM, number of investment professionals and fund managers, and number of employees. See Non-IFRS Measures on
page 14.
Income before income taxes includes intersegment allocations. See the Intersegment Allocated Costs section on page 43.
(2)
(3) AUM in the UK & Europe is the market value of client assets managed and administered by the Company, for which the Company earns commissions or fees. This measure includes both
discretionary and non-discretionary accounts.
(4) Refer to the Selected Financial Information Excluding Significant Items table on page 24.
(5)
Includes the operating results of Hargreave Hale since the closing date of September 18, 2017.
Operating results of Hargreave Hale and McCarthy Taylor are included under Canaccord Genuity Wealth Management (UK &
Europe) since the closing dates of September 18, 2017 and January 29, 2019, respectively.
Revenue generated by our UK & Europe operations is largely produced through fee-based accounts and portfolio management
activities, and, as such, is less sensitive to changes in market conditions. Revenue for fiscal 2019 was $255.0 million, an
increase of 26.6% compared to fiscal 2018. Measured in local currency (GBP), revenue was £148.1 million during fiscal 2019, an
increase of £30.1 million or 25.5% compared to the previous year.
AUM in the UK & Europe as of March 31, 2019 was $44.2 billion, a decrease of 1.5% compared to $44.9 billion as of March 31,
2018. Measured in local currency (GBP), AUM increased by 2.6% compared to March 31, 2018. The fee-related revenue in our
UK & European wealth management operations accounted for 72.6% of total revenue in this geography in fiscal 2019, an increase
of 4.1 percentage points compared to last year.
Incentive compensation expense was $96.0 million, an $18.7 million increase from $77.3 million in fiscal 2018, in line with the
increase in incentive-based commissions and fees revenue. Salaries and benefits expense increased by $12.6 million compared
to fiscal 2018 to $48.8 million, primarily as a result of the full inclusion of the annual expense for Hargreave Hale which was
acquired at the end of Q2/18, as well as a larger infrastructure team required to support the growth in the existing UK & Europe
wealth management business. Total compensation expense (incentive compensation expense plus salaries and benefits) as
a percentage of revenue increased slightly by 0.4 percentage points from 56.4% in fiscal 2018 to 56.8% in fiscal 2019.
Other overhead expenses for the year ended March 31, 2019 increased by $17.0 million or 28.8% compared to the prior year.
The increase in headcount and the inclusion in the current fiscal year of a full year of operating results for Hargreave Hale, which
was acquired at the end of Q2/18, led to an increase in most of our overhead expenses in this region, particularly in
communication and technology expense, general and administrative expense, amortization expense as well as development costs.
Communication and technology expense increased by $4.6 million or 41.8% compared to fiscal 2018, mainly as a result of higher
headcount in the current fiscal year. General and administrative expense increased by $1.9 million or 11.3% largely as a result of
additional reserves recorded in respect of certain ongoing legal matters. The increase in amortization expense of $3.6 million or
31.2% compared to fiscal 2018 was attributable to the inclusion of the full year of amortization of intangible assets acquired
through the acquisition of Hargreave Hale. Development costs increased by $4.2 million compared to the prior year as a result of
incentive-based costs related to the Hargreave Hale acquisition.
There were no restructuring costs recorded in fiscal 2019. There were $2.9 million of restructuring costs recorded in fiscal 2018
related to the rationalization of office space due to the acquisition of Hargreave Hale.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
42 Management’s Discussion and Analysis
The Company also recorded $1.1 million of acquisition-related costs in relation to the acquisition of McCarthy Taylor in Q4/19 and
also the acquisition of Thomas Miller announced in May 2019. The acquisition-related costs included professional and consulting
fees incurred during the year. The $6.7 million of acquisition-related costs recorded in fiscal 2018 related to the acquisition of
Hargreave Hale.
Income before income taxes was $31.8 million compared to $14.5 million in the prior year mainly as a result of higher revenue
and a full year of operating results for Hargreave Hale. Excluding significant items(1), income before income taxes was
$48.5 million, an increase of $11.2 million or 29.9% from the prior year, reflecting the net contribution from our expanded
operations.
CORPORATE AND OTHER SEGMENT
Overview
The Corporate and Other segment includes Pinnacle Correspondent Services, interest, foreign exchange revenue, and expenses
not specifically allocable to Canaccord Genuity Capital Markets or Canaccord Genuity Wealth Management.
Pinnacle Correspondent Services provides trade execution, clearing, settlement, custody, and other middle- and back-office
services to other introducing brokerage firms, portfolio managers and other financial intermediaries. This business unit was
developed as an extension and application of the Company’s substantial investment in its information technology and operating
infrastructure.
Also included in this segment are the Company’s administrative, operational and support services departments, which are
responsible for front- and back-office information technology systems, compliance and risk management, operations, legal,
finance, and other administrative functions. The Company has 308 employees in the Corporate and Other segment. Most of the
Company’s corporate support functions are based in Vancouver and Toronto, Canada.
Our operations group is responsible for processing securities transactions, including the clearing and settlement of securities
transactions, account administration and custody of client securities. The finance department is responsible for internal financial
accounting and controls, and external financial and regulatory reporting, while the compliance department is responsible for client
credit and account monitoring in relation to certain legal and financial regulatory requirements. The Company’s risk management
and compliance activities include procedures to identify, control, measure and monitor the Company’s risk exposure at all times.
FINANCIAL PERFORMANCE(1)
(C$ thousands, except number of employees and % amounts)
2019
2018
2019/2018 change
For the years ended March 31
$
24,430
$
15,056
$ 9,374
62.3%
Revenue
Expenses
Incentive compensation
Salaries and benefits
Other overhead expenses
Acceleration of long-term incentive plan expense
Loss on convertible debentures
Share of loss of an associate
Total expenses
Intersegment allocations(2)
Loss before income tax recovery(2)
Number of employees
Excluding significant items(3)
Total expenses
Intersegment allocations(2)
Loss before income taxes (recovery)(2)
19,380
29,311
28,807
—
8,608
304
86,410
(33,156)
(28,824)
308
11,471
26,198
18,623
1,898
—
298
58,488
(32,053)
(11,379)
288
7,909
3,113
10,184
(1,898)
8,608
6
27,922
(1,103)
(17,445)
20
$
77,802
$
56,590
$ 21,212
68.9%
11.9%
54.7%
n.m.
n.m.
2.0%
47.7%
(3.4)%
n.m.
6.9%
37.5%
(3.4)%
(33,156)
(20,216)
(32,053)
(1,103)
(9,481)
(10,735)
(113.2)%
(1) Data is in accordance with IFRS except for figures excluding significant items and number of employees. See Non-IFRS Measures on page 14.
(2) Loss before income tax recovery includes intersegment allocations. See the Intersegment Allocated Costs section on page 43.
(3) Refer to the Selected Financial Information Excluding Significant Items table on page 24.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 43
Revenue for fiscal 2019 was $24.4 million, an increase of $9.4 million or 62.3% from fiscal 2018 resulting from an increase in
interest revenue from higher cash balances held during the year and higher interest rates, foreign exchange gains as well as
higher revenue from our Pinnacle Correspondence Services business.
Total expenses were $86.4 million for the year ended March 31, 2019, an increase of $27.9 million or 47.7% compared to the
prior year. Incentive compensation expense increased by $7.9 million or 68.9% compared to the prior year, driven by higher
profitability of the Company. Salaries and benefits expense increased by $3.1 million compared to fiscal 2018, attributable to the
higher headcount to support the growth in our capital markets and wealth management business in Canada.
Other overhead expenses increased by $10.2 million or 54.7% compared to the prior year. The most significant increases were
general and administrative expense, interest, as well as premises and equipment expense. Interest expense grew by $4.8 million
or 77.5% in fiscal 2019 due to higher interest expense in connection with the unsecured senior subordinated convertible
debentures issued in Q2/19 and the acceleration of interest charges recognized in connection with the redemption of the
previously outstanding convertible debentures issued in October 2016. As a result of the redemption of the $60.0 million
unsecured subordinated convertible debentures issued in October 2016, during the year ended March 31, 2019, there was a loss
of $8.6 million recognized on the extinguishment of the Debentures for accounting purposes.
Loss before income taxes was $28.8 million for fiscal 2019 compared to a loss before income taxes of $11.4 million for the prior
year. Excluding significant items(1), loss before income taxes was $20.2 million for the year ended March 31, 2019 compared to a
loss before income taxes of $9.5 million last year as a result of an increase in overhead expenses to support the growth in our
capital markets and wealth management operations.
INTERSEGMENT ALLOCATED COSTS
Included in the Corporate and Other segment are certain support services, research and other expenses that have been incurred
to support the activities within the Canaccord Genuity Capital Markets and Canaccord Genuity Wealth Management segments in
Canada. Certain trading, clearing and settlement charges are included as a trading cost in the applicable business units and as a
trading cost recovery in Corporate and Other. In addition, certain overhead costs are charged by Canaccord Genuity Capital
Markets UK & Europe to Canaccord Genuity Wealth Management UK & Europe and included in intersegment allocated costs for
these business units.
Overview of Preceding Years – Fiscal 2018 vs. 2017
Total revenue for the year ended March 31, 2018 was $1.0 billion, an increase of $143.3 million or 16.3% compared to the year
ended March 31, 2017. The increase in revenue was mainly related to an increase of $86.1 million in investment banking revenue
as well as an increase of $65.2 million in commissions and fees revenue. As a result of an improvement in capital raising activity
in our core focus areas, particularly during the second half of fiscal 2018, revenue in our Canaccord Genuity Capital Markets
segment increased by $39.2 million or 6.5% compared to fiscal 2017. Also, as part of our strategic focus to expand our wealth
management operations and the completion of the Hargreave Hale acquisition at the end of Q2/18, revenue from the global
wealth management group increased by $103.2 million or 38.6%.
Canaccord Genuity Group recorded net income of $17.1 million during fiscal 2018, compared to a net income of $43.2 million in
fiscal 2017, largely due to an acceleration of LTIP expense related to the change in the LTIP plan as discussed in the
Management’s Discussions and Analysis and the audited consolidated financial statements for the year ended March 31, 2018.
Excluding significant items(1), net income for fiscal 2018 was $81.7 million, compared to $49.2 million in fiscal 2017, largely
attributable to the increase in revenue.
(1) Figures excluding significant items are non-IFRS measures. See Non-IFRS Measures on page 14.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
44 Management’s Discussion and Analysis
Financial Condition
Below are selected balance sheet items for the past five years:
(C$ thousands)
Assets
Cash and cash equivalents
Securities owned
Accounts receivable
Income taxes recoverable
Deferred tax assets
Investments
Equipment and leasehold improvements
Goodwill and other intangible assets
Total assets
Liabilities and shareholders’ equity
Bank indebtedness
Securities sold short
Balance sheet summary as at March 31
2019
2018
2017
2016
2015
$
820,739
$ 862,838
$ 677,769
$ 428,329
$
322,324
690,499
469,217
784,230
564,746
848,128
2,656,664
2,215,837
3,395,736
2,041,150
2,491,488
2,502
22,117
6,224
25,792
1,170
19,941
2,035
30,967
1,085
15,323
2,829
31,479
12,537
11,221
5,578
37,049
5,295
10,148
8,693
43,373
524,757
418,731
295,065
323,936
640,456
$ 4,749,294
$ 4,020,736
$ 5,203,516
$ 3,424,546
$ 4,369,905
$
9,639
$
— $
25,280
$
14,910
$
20,264
373,419
301,006
645,742
427,435
654,639
Accounts payable and accrued liabilities
3,123,765
2,638,954
3,669,883
2,185,047
2,527,636
Provisions
Income taxes payable
Current portion of bank loan
Deferred consideration
Contingent consideration
Promissory note
Other long-term liability
Bank loan
Deferred tax liabilities
Liability portion of Convertible Debenture
Subordinated debt
Shareholders’ equity
Non-controlling interests
18,212
5,415
9,294
22,225
108,319
5,832
1,741
50,370
7,978
127,225
7,500
876,363
1,997
8,428
7,851
9,679
9,997
49,844
—
—
61,758
13,715
57,081
7,500
841,352
13,571
11,793
10,093
18,811
4,242
14,320
8,172
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
140
56,442
7,500
764,785
11,858
450
—
15,000
749,929
8,722
2,057
—
15,000
1,117,542
10,275
Total liabilities and shareholders’ equity
$ 4,749,294
$ 4,020,736
$ 5,203,516
$ 3,424,546
$ 4,369,905
ASSETS
Cash and cash equivalents were $820.7 million at March 31, 2019 compared to $862.8 million at March 31, 2018. Refer to the
Liquidity and Capital Resources section for more details.
Securities owned were $690.5 million at March 31, 2019 compared to $469.2 million at March 31, 2018 mainly due to an
increase in corporate and government debt owned.
Accounts receivable were $2.7 billion at March 31, 2019 compared to $2.2 billion at March 31, 2018, mainly due to an increase
in receivables from brokers and investment dealers.
Goodwill was $370.2 million and intangible assets were $154.5 million at March 31, 2019. At March 31, 2018, goodwill was
$258.0 million and intangible assets were $160.8 million. These amounts represent the goodwill and intangible assets acquired
through the purchases of Genuity Capital Markets, Collins Stewart Hawkpoint plc (CSHP), Eden Financial Ltd., Hargreave Hale,
Jitneytrade, McCarthy Taylor and Petsky Prunier.
Other assets, consisting of income taxes receivable, deferred tax assets, equipment and leasehold improvements, and
investments were $56.6 million at March 31, 2019 compared to $54.1 million at March 31, 2018, mainly due to an increase in
income taxes receivable and investments.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 45
LIABILITIES AND SHAREHOLDERS’ EQUITY
Bank overdrafts and call loan facilities utilized by the Company may vary significantly on a day-to-day basis and depend on
securities trading activity. On March 31, 2019, Canaccord Genuity Group had available credit facilities with banks in Canada and
the UK & Europe in the aggregate amount of $743.6 million [March 31, 2018 − $669.2 million]. These credit facilities are utilized
by the Company to facilitate settlement activities and consist of call loans, letters of credit and daylight overdraft facilities, and are
collateralized by unpaid client securities and/or securities owned by the Company. On March 31, 2019, there was bank
indebtedness of $9.6 million, compared to $nil on March 31, 2018.
Securities sold short were $373.4 million at March 31, 2019 compared to $301.0 million at March 31, 2018, mostly due to an
increase in short positions in corporate and government debt.
Accounts payable and accrued liabilities, including provisions, were $3.1 billion, an increase from $2.6 billion on March 31, 2018,
mainly due to an increase in payables to clients and brokers and investment dealers.
Other liabilities, including subordinated debt, income taxes payable, other long-term liability and deferred tax liabilities, were
$22.6 million at March 31, 2019 compared to $29.1 million in the prior year. The decrease was mostly due to a decrease in
income tax payable.
In connection with our acquisition of Hargreave Hale through a subsidiary of the Company, that subsidiary obtained a £40.0 million
bank loan to finance a portion of the cash consideration. During the year ended March 31, 2019, the Company made a repayment
of £5.3 million ($9.3 million). The balance outstanding as of March 31, 2019, net of unamortized financing fees, was
£34.3 million ($59.7 million) [£39.4 million (C$71.4 million) as of March 31, 2018]. The loan is repayable in instalments of
principal and interest over the period ending in September 2021. The interest rate on this loan is LIBOR plus 2.125% per annum
at March 31, 2019 [March 31, 2018 − LIBOR plus 3.375% per annum].
There were deferred and contingent considerations of $22.2 million and $108.3 million, respectively, recorded at March 31, 2019
in connection with the acquisitions of Hargreave Hale, Jitneytrade, McCarthy Taylor as well as Petsky Prunier. There was also a
promissory note of $5.8 million related to the purchase of an additional 30% interest in Canaccord Genuity (Australia) Limited
during the year ended March 31, 2019. Refer to Notes 7, 8 and 12 of the audited consolidated financial statements for the year
ended March 31, 2019 for further information.
Non-controlling interests were $2.0 million at March 31, 2019 compared to $13.6 million at March 31, 2018, which represents
15% [March 31, 2018 − 42%] of the net assets of our operations in Australia.
Off-Balance Sheet Arrangements
A subsidiary of the Company has entered into secured irrevocable standby letters of credit from a financial institution totaling
$2.8 million (US$2.1 million) [March 31, 2018 − $2.7 million (US$2.0 million)] as rent guarantees for its leased premises in
New York.
Bank Indebtedness and Other Credit Facilities
The Company enters into call loans or overdraft positions primarily to facilitate the securities settlement process for both client and
Company securities transactions. The bank indebtedness is collateralized by unpaid client securities and/or securities owned by the
Company. As of March 31, 2019, the Company had $9.6 million of bank indebtedness outstanding [March 31, 2018 − $nil million].
As discussed above, excluding the bank loan of £34.3 million outstanding in connection with the acquisition of Hargreave Hale,
subsidiaries of the Company also have other credit facilities, such as call loans, letters of credit and overdraft facilities, with banks
in Canada and the UK. The aggregate amount of other credit facilities available to the Company was $714.0 million as of
March 31, 2019 [March 31, 2018 − $669.2 million]. As of March 31, 2019, there were no balances outstanding under these
other credit facilities.
In the normal course of business, the Company enters into contracts that give rise to commitments of future minimum payments
that affect its liquidity.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
46 Management’s Discussion and Analysis
The following table summarizes Canaccord Genuity Group’s long-term contractual obligations on March 31, 2019:
(C$ thousands)
Premises and equipment operating leases
Bank loan(1)
Convertible debenture(2)
Total contractual obligations
Total
Fiscal 2020
Fiscal 2021 −
Fiscal 2022
Fiscal 2023 −
Fiscal 2024
Thereafter
158,850
63,833
174,200
396,883
33,399
10,945
8,295
52,639
61,440
52,888
16,590
130,918
40,600
23,411
—
149,315
189,915
—
—
23,411
(1) Bank loan consists of £40,000,000 credit facility obtained to finance a portion of the cash consideration for the acquisition of Hargreave Hale. The bank loan bears interest at LIBOR plus 3.375%
per annum and is repayable in instalments of principal and interest over four years and matures in September of 2021. The current balance outstanding is £34.3 million.
(2) Convertible debentures consist of the unsecured senior subordinated convertible debentures (the Debentures) issued in Q2/19. The Debentures bear interest at a rate of 6.25% per annum and
mature on December 31, 2023. The Company, under certain circumstances, may redeem the Debentures on or after December 31, 2021.
Liquidity and Capital Resources
The Company has a capital structure comprised of the equity portion of the convertible debentures, preferred shares, common
shares, contributed surplus, warrants, retained deficit and accumulated other comprehensive income. On March 31, 2019, cash
and cash equivalents were $820.7 million, a decrease of $42.1 million from $862.8 million as of March 31, 2018. During the
year ended March 31, 2019, financing activities used cash in the amount of $0.3 million, mainly due to purchases of common
shares for the LTIP ($32.1 million) and cash dividends paid on the preferred and common shares ($25.9 million), partially offset
by proceeds from the issuance of convertible debentures ($56.7 million) and an increase in bank indebtedness ($9.6 million).
Investing activities used cash in the amount of $76.3 million mainly for the acquisitions of Jitneytrade, McCarthy Taylor and Petsky
Prunier during the year, as well as the purchase of the non-controlling interest in our Australian operations. Operating activities
generated cash of $42.1 million, which was largely due to changes in non-cash working capital. A decrease in cash of $7.7 million
was attributable to the effect of foreign exchange translation on cash balances.
The Company’s business requires capital for operating and regulatory purposes. The majority of current assets reflected on the
Company’s audited consolidated statements of financial position are highly liquid. The majority of the positions held as securities
owned are readily marketable, and all are recorded at their fair value. Securities sold short are highly liquid securities. The fair
value of these securities fluctuates daily as factors such as changes in market conditions, economic conditions and investor
outlook affect market prices. Client receivables are secured by readily marketable securities and are reviewed daily for impairment
in value and collectability. Receivables and payables from brokers and dealers represent the following: current open transactions
that generally settle within the normal two-day settlement cycle; collateralized securities borrowed and/or loaned in transactions
that can be closed within a few days on demand; and balances on behalf of introducing brokers representing net balances in
connection with their client accounts.
Preferred Shares
SERIES A PREFERRED SHARES
In fiscal 2012, the Company issued 4,540,000 Cumulative 5-Year Rate Reset First Preferred Shares, Series A (Series A Preferred
Shares) at a purchase price of $25.00 per share for gross proceeds of $113.5 million. The aggregate net amount recognized after
deducting issue costs, net of deferred taxes of $1.0 million, was $110.8 million.
Quarterly cumulative cash dividends, as declared, were paid at an annual rate of 5.5% for the initial five-year period ended on
September 30, 2016. Commencing October 1, 2016 and ending on and including September 30, 2021, quarterly cumulative
dividends, if declared, will be paid at an annual rate of 3.885%. Thereafter, the dividend rate will be reset every five years at a rate
equal to the five-year Government of Canada bond yield plus 3.21%.
Holders of Series A Preferred Shares had the option to convert any or all of their shares into an equal number of Cumulative
Floating Rate First Preferred Shares, Series B (Series B Preferred Shares), subject to certain conditions, on September 30, 2016
and have the option on September 30 every five years thereafter. The number of shares tendered for conversion by the conversion
deadline of September 15, 2016 was below the minimum required to proceed with the conversion and, accordingly, no Series B
Preferred Shares were issued. Series B Preferred Shares would entitle any holders thereof to receive floating rate, cumulative,
preferential dividends payable quarterly, if declared, at a rate equal to the three-month Government of Canada Treasury Bill yield
plus 3.21%.
The Company had the option to redeem the Series A Preferred Shares on September 30, 2016, and has the option to redeem on
September 30 every five years thereafter, in whole or in part, at $25.00 per share together with all declared and unpaid dividends.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 47
SERIES C PREFERRED SHARES
In fiscal 2013, the Company issued 4,000,000 Cumulative 5-Year Rate Reset First Preferred Shares, Series C (Series C Preferred
Shares) at a purchase price of $25.00 per share for gross proceeds of $100.0 million. The aggregate net amount recognized after
deducting issue costs, net of deferred taxes of $1.0 million, was $97.5 million.
Quarterly cumulative cash dividends, as declared, were paid at an annual rate of 5.75% for the initial five-year period ending on
June 30, 2017. Commencing July 1, 2017 and ending on and including June 30, 2022, quarterly cumulative dividends, if declared,
will be paid at an annual rate of 4.993%. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year
Government of Canada bond yield plus 4.03%.
Holders of Series C Preferred Shares had the option to convert any or all of their shares into an equal number of Cumulative
Floating Rate First Preferred Shares, Series D (Series D Preferred Shares), subject to certain conditions, on June 30, 2017 and
have the option on June 30 every five years thereafter. The number of shares tendered for conversion by the conversion deadline
of June 30, 2017 was below the minimum required to proceed with the conversion and, accordingly, no Series D Preferred Shares
were issued. Series D Preferred Shares would entitle any holders thereof to receive floating rate, cumulative, preferential dividends
payable quarterly, if declared, at a rate equal to the three-month Government of Canada Treasury Bill yield plus 4.03%.
The Company had the option to redeem the Series C Preferred Shares on June 30, 2017 and has the option to redeem on
June 30 every five years thereafter, in whole or in part, at $25.00 per share together with all declared and unpaid dividends.
CONVERTIBLE DEBENTURES
On August 22, 2018, the Company completed its bought deal offering of convertible unsecured senior subordinated debentures
for gross proceeds of $59,225,000 (the Offered Debentures). The Company had also closed the concurrent non-brokered private
placement with a large Canadian asset manager for gross proceeds of $73,500,000, which together with the gross proceeds from
the Offered Debentures, represent an aggregate principal amount of $132,725,000 (together with the Offered Debentures, the
‘‘Convertible Debentures’’). The proceeds of the non-brokered private placement were used to repay the convertible debentures
issued in October 2016 in the principal amount of $60,000,000 and a premium of $13,500,000 for a total of $73,500,000. The
remainder of the proceeds will be used by the Company to finance growth in its wealth management business in Canada and the
UK & Europe, and elsewhere as opportunities arise.
The Convertible Debentures bear interest at a rate of 6.25% per annum, payable semi-annually on the last day of December and
June each year commencing December 31, 2018. The Convertible Debentures are convertible at the holder’s option into common
shares of the Company, at a conversion price of $10.00 per common share. The Convertible Debentures mature on December 31,
2023 and may be redeemed by the Company in certain circumstances, on or after December 31, 2021.
Outstanding Share Data
Preferred shares
Series A − issued shares outstanding
Series C − issued shares outstanding
Common shares
Issued shares excluding unvested shares(1)
Issued shares outstanding(2)
Issued shares outstanding − diluted(3)
Average shares outstanding − basic
Average shares outstanding − diluted(4)
Average shares outstanding − diluted, excluding significant items(4)(5)
Outstanding shares as of March 31
2019
2018
4,540,000
4,000,000
4,540,000
4,000,000
97,580,334
115,616,744
140,241,098
96,259,582
130,943,743
130,943,743
93,053,875
113,522,629
124,294,132
92,587,216
110,862,087
120,092,856
Includes 346 unvested shares related to share purchase loans for recruitment and 18,036,064 unvested shares purchased by the employee benefit trusts for the LTIP.
Includes 24,624,354 of share issuance commitments net of forfeitures.
(1) Excludes 346 outstanding unvested shares related to share purchase loans for recruitment and 18,036,064 unvested shares purchased by the employee benefit trusts for the LTIP.
(2)
(3)
(4) This is the diluted share number used to calculate diluted EPS.
(5) See Non-IFRS Measures on page 14. This is the diluted share number used to calculate diluted EPS on an excluding significant items basis.
On August 10, 2018, the Company filed a notice to renew the normal course issuer bid (NCIB) to provide the Company with the
choice to purchase up to a maximum of 5,677,589 of its common shares during the period from August 15, 2018 to August 14,
2019 through the facilities of the TSX and on alternative trading systems in accordance with the requirements of the TSX.
The purpose of the purchase of common shares under the NCIB is to enable the Company to acquire shares for cancellation.
The maximum number of shares that may be purchased under the current NCIB represents 5.0% of the Company’s outstanding
common shares at the time of the notice. During the year ended March 31, 2019, there were 152,200 shares purchased
and cancelled under the NCIB which commenced August 15, 2017 and ended on August 14, 2018. There were also
1,226,800 common shares that were purchased and cancelled during the current NCIB during the year ended March 31, 2019.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
48 Management’s Discussion and Analysis
The Company has entered into a predefined plan with a designated broker to allow for the repurchase of its common shares under
this NCIB. The Company’s broker may repurchase the common shares under the plan on any trading day during the NCIB, including
at any time during the Company’s internal trading blackout periods. The plan has been reviewed by the TSX and will terminate on
the earlier of the termination of the plan by the Company in accordance with its terms and the expiry of the NCIB.
The ability to make purchases under the current NCIB commenced on August 15, 2018 and will continue for one year (to
August 14, 2019) at the discretion of the Company. The maximum consideration will be the market price of the securities at the
time of acquisition. In order to comply with the trading rules of the TSX, the daily purchases are limited to 60,212 common shares
of the Company (which is 25% of the average daily trading volume of common shares of the Company on the TSX (ADTV) in the six
calendar months from February 2018 to July 2018 [25% of the ADTV of 240,851]).
During the year ended March 31, 2019, the Company issued 2,331,132 shares with a value of $16.8 million (AUD$17.5 million)
as part of the purchase consideration for the acquisition of an additional 30% of the shares in its Australian capital markets and
wealth management business, Canaccord Genuity (Australia) Limited. In addition, during the year ended March 31, 2019, as part
of the purchase consideration for the acquisition of Petsky Prunier, the Company issued 1,105,275 common shares for a total
value of $6.6 million (US$5.0 million).
As of May 31, 2019, the Company has 115,616,744 common shares issued and outstanding.
ISSUANCE AND CANCELLATION OF COMMON SHARE CAPITAL
Balance, March 31, 2018
Shares issued in connection with share-based payment plans
Shares issued in connection with purchase of non-controlling interest
Shares issued in connection with acquisition of Petsky Prunier
Shares cancelled
Balance, March 31, 2019
Share-Based Payment Plans
LONG-TERM INCENTIVE PLAN
113,522,629
36,708
2,331,132
1,105,275
(1,379,000)
115,616,744
Under the long-term incentive plan (LTIP), eligible participants are awarded restricted share units (RSUs), which generally vest over
three years. For employees in Canada, the United States, Channel Islands, Australia and the United Kingdom, employee benefit
trusts (the Trusts) have been established. The Company or certain of its subsidiaries, as the case may be, fund the Trusts with
cash which is used by the trustees to purchase common shares on the open market that will be held in the Trusts until the RSUs
vest.
FORGIVABLE COMMON SHARE PURCHASE LOANS
The Company provides loans to certain employees (other than directors or executive officers) for the purpose of partially funding
the purchase of shares of the Company and increasing share ownership by the employees. The Company has provided such loans
to executive officers in the past but has now adopted a policy not to make any further such loans to directors or executive officers.
When made, these loans are forgiven over a vesting period. No interest is charged related to the share purchase loans.
REPLACEMENT PLANS
As a result of the acquisition of Collins Steward Hawkpoint plc (CSHP), the Company introduced the Replacement Annual Bonus
Equity Deferral (ABED) plan, which replaced the ABED plans that existed at CSHP as of the acquisition date. Eligible employees
who participated in the CSHP ABED plan were granted awards under the Replacement ABED plan. In addition, the Company
introduced the Replacement Long-Term Incentive Plan, which replaced the existing LTIPs at CSHP as of the acquisition date for
eligible employees.
DEFERRED SHARE UNITS
Beginning April 1, 2011, the Company adopted a deferred share unit (DSU) plan for its independent directors. The independent
directors can elect to have fees payable to them paid in the form of DSUs or in cash. Directors must elect annually as to how they
wish their directors’ fees to be paid and can specify the allocation of their directors’ fees between DSUs and cash. When a
director leaves the Board of Directors, outstanding DSUs are paid out in cash, with the amount equal to the number of DSUs
granted multiplied by the closing share price as of the end of the fiscal quarter immediately following such terminations. Under the
plan, the directors are not entitled to receive any common shares in the Company, and under no circumstances will DSUs confer
on any participant any of the rights or privileges of a holder of common shares.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 49
PERFORMANCE SHARE UNITS
Beginning March 31, 2018, the Company adopted a performance share unit (PSU) plan for certain senior executives. The PSUs
are a notional equity-based instrument linked to the value of the Company’s common shares. At the end of a three-year vesting
period, the number of PSUs which vest is determined upon performance against certain pre-determined metrics. The PSUs cliff
vest on the third anniversary of the date of the grant. The PSUs are settled in cash, based on the share price of the Company’s
shares at the time of vesting.
PERFORMANCE STOCK OPTIONS
On June 6, 2018, the Company created a performance share option (‘‘PSO’’) plan that was approved at the Company’s Annual
General Meeting held on August 2, 2018. On June 14, 2018, the Company granted 5,620,000 options under the PSO plan. The
options have an exercise price of $6.73 per share. In addition, the Company granted 600,000 options on August 16, 2018
with an exercise price of $7.067. The PSOs have a term of five years and will time-vest ratably over four years (with one third
vesting on each of the second, third and fourth anniversaries of the date of the grant). The PSOs will also be subject to market
(stock price) performance vesting conditions, as well as have a four times exercise price cap on payout value (i.e., the gain on the
exercise of the options is limited to three times the exercise price). The PSOs will expire on June 14, 2023.
OTHER SHARE-BASED PAYMENT PLAN
During the year ended March 31, 2019, the company granted a share-based award to a senior executive. The award vests on
March 31, 2021, or at the holder’s option, can be extended to March 31, 2022.
OTHER RETENTION AND INCENTIVE PLANS
There were other retention and incentive plans, including the employee stock purchase plan, with individual employees, for which
the amount incurred was not significant in the aggregate.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
50 Management’s Discussion and Analysis
Related Party Transactions
The Company’s related parties include the following persons and/or entities: (a) entities that are controlled or significantly
influenced by the Company, and (b) key management personnel, who are comprised of the directors of the Company, as well as
executives involved in strategic decision-making for the Company.
The Company’s trading subsidiaries and intermediate holding companies are listed in the following table:
% equity interest
Country of
incorporation
March 31,
2019
March 31,
2018
Canaccord Genuity Corp.
CG Investments Inc.
CG Investments III Inc.
Jitneytrade Inc.
Finlogik Inc.
Finlogik Inc. Tunisia
Canaccord Genuity SAS
Canaccord Genuity Wealth (International) Limited
Canaccord Genuity Financial Planning Limited
Canaccord Genuity Wealth Limited
Canaccord Genuity Wealth Group Limited
Canaccord Genuity Wealth (International) Holdings Limited
Hargreave Hale Limited
McCarthy Taylor Ltd.
Canaccord Genuity Limited
Canaccord Genuity Wealth Group Holdings Ltd.
Canaccord Genuity LLC
Canaccord Genuity Wealth Management (USA) Inc.
Canaccord Genuity Wealth & Estate Planning Services Ltd.
Canaccord Genuity Petsky Prunier LLC
Canaccord Asset Management Inc.
Canaccord Adams Financial Group Inc.
Collins Stewart Inc.
Canaccord Adams BC ULC
Canaccord Genuity Finance Corp.
Canaccord Adams Finance Company ULC
Canaccord Adams Finance Company LLC
Canaccord Adams (Delaware) Inc.
Canaccord Genuity Securities LLC
Stockwave Equities Ltd.
CLD Financial Opportunities Limited
Canaccord Genuity (Hong Kong) Limited
Canaccord Financial Group (Australia) Pty Ltd*
Canaccord Genuity (Australia) Limited*
Canaccord Genuity Asia (Beijing) Limited
The Balloch Group Limited
Canaccord Genuity Asia (Hong Kong) Limited
Canaccord Genuity (Dubai) Ltd.
Canaccord Genuity SG Pte
Canaccord Genuity Wealth Group Holdings (Jersey) Limited
Canaccord Genuity Hawkpoint Limited
Canaccord Genuity Management Company Limited
Canada
Canada
Canada
Canada
Canada
Tunisia
France
Guernsey
United Kingdom
United Kingdom
United Kingdom
Guernsey
United Kingdom
United Kingdom
United Kingdom
Canada
United States
United States
Canada
United States
Canada
United States
United States
Canada
Canada
Canada
United States
United States
United States
Canada
Canada
China (Hong Kong SAR)
Australia
Australia
China
British Virgin Islands
China (Hong Kong SAR)
United Arab Emirates
Singapore
Jersey
United Kingdom
Ireland
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
80%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a
n/a
n/a
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a
100%
100%
100%
100%
n/a
n/a
n/a
100%
100%
100%
100%
100%
50%
50%
100%
100%
100%
100%
100%
100%
100%
100%
*
The Company owns 80% of the issued shares of Canaccord Financial Group (Australia) Pty Ltd and Canaccord Genuity (Australia) Limited, but for accounting purposes, as of March 31, 2019 the
Company is considered to have an 85% interest because of the shares held in a trust controlled by Canaccord Financial Group (Australia) Pty Ltd [March 31, 2018 − 58%].
Security trades executed for employees, officers and directors of Canaccord Genuity Group Inc. are transacted in accordance with
terms and conditions applicable to all clients. Commission income on such transactions in the aggregate is not material in
relation to the overall operations of Canaccord Genuity Group Inc.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 51
The Company offers various share-based payment plans to its key management personnel, including common share purchase
loans, a long-term incentive plan, a PSU plan and a PSO plan. Independent directors have also been granted DSUs.
Disclosed in the table below are the amounts recognized as expenses related to individuals who are key management personnel
as at March 31, 2019 and March 31, 2018.
(in thousands)
Short term employee benefits
Share-based payments
Total compensation paid to key management personnel
March 31,
2019
10,167
2,656
12,823
$
$
Accounts payable and accrued liabilities include the following balances with key management personnel:
(in thousands)
Accounts receivable
Accounts payable and accrued liabilities
Critical Accounting Policies and Estimates
March 31,
2019
837
942
$
$
March 31,
2018
10,515
4,933
15,448
March 31,
2018
969
1,527
$
$
$
$
The following is a summary of Canaccord Genuity Group’s critical accounting estimates. The Company’s significant accounting
policies are in accordance with IFRS and are described in Note 5 to the audited consolidated financial statements for the year
ended March 31, 2019. The Company’s consolidated financial statements for the years ended March 31, 2019 and 2018 were
also prepared in accordance with IFRS.
The preparation of the March 31, 2019 audited consolidated financial statements in conformity with IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements. Therefore, actual results may differ from those estimates and
assumptions. The significant judgments, estimates and assumptions include consolidation, revenue recognition, share-based
payments, income taxes and valuation of deferred tax assets, impairment of goodwill, intangible assets and other long-lived
assets, allowance for credit losses, fair value of financial instruments, capitalization of intangible assets related to software costs,
and provisions. Amendments may be made to estimates relating to net assets acquired in an acquisition as well as the allocation
of identifiable intangible assets between indefinite life and finite lives. Judgments, estimates and assumptions were also utilized
in connection with the valuation of goodwill and intangible assets acquired in connection with the acquisitions of McCarthy Taylor
and Petsky Prunier.
Significant accounting policies used and policies requiring management’s judgment and estimates are disclosed in Notes 2 and 5
of the audited consolidated financial statements for the year ended March 31, 2019.
CONSOLIDATION
The Company owns 80% of the voting shares of Canaccord Genuity (Australia) Limited (CGAL) as at March 31, 2019. The Company
also completed an evaluation of its contractual arrangements with the other shareholders of CGAL and the control it has over the
financial and operating policies of CGAL and determined it should consolidate under IFRS 10, ‘‘Consolidated Financial
Statements’’ (IFRS 10), as at March 31, 2019 and 2018. Therefore, the financial position, financial performance and cash flows of
CGAL have been consolidated. Although the Company owns 80% of the issued shares of CGAL as at March 31, 2019, for
accounting purposes, the Company is considered to have an 85% interest because of the shares held in a trust controlled by
Canaccord Financial Group (Australia) Pty Ltd. Accordingly, the Company has consolidated the entity and recognized a 15%
non-controlling interest [prior to closing date of August 10, 2018 and year ended March 31, 2018 − 42%] since the closing date of
August 10, 2018 of the Company’s acquisition of an additional 30% interest, which represents the portion of CGAL’s net
identifiable assets not owned by the Company. Net income and each component of other comprehensive income are attributed to
the non-controlling interest and to the owners of the parent.
The Company has established employee benefit trusts, which are considered special purpose entities (SPEs), to fulfill obligations
to employees arising from the Company’s share-based payment plans. The employee benefit trusts have been consolidated in
accordance with IFRS 10 since their activities are conducted on behalf of the Company, and the Company retains the majority of
the benefits and risks of the employee benefit trusts.
INTANGIBLE ASSETS
Identifiable intangible assets acquired separately are measured on initial recognition at cost. The cost of identifiable intangible
assets acquired in a business combination is equal to their fair value as at the date of acquisition. Following initial recognition,
identifiable intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
52 Management’s Discussion and Analysis
The useful lives of identifiable intangible assets are assessed to be either finite or indefinite. Identifiable intangible assets with
finite lives are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the
identifiable intangible asset may be impaired. The amortization period and the amortization method for an identifiable intangible
asset are reviewed at least annually, at each financial year end. Identifiable intangible assets with indefinite useful lives are not
amortized but are tested for impairment annually.
Technology development expenditures on an individual project are recognized as an intangible asset when the Company can
demonstrate that the technical feasibility of the asset for use has been established. The asset is carried at cost less any
accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete,
and the asset is available for use. It is amortized over the period of expected future benefit.
IMPAIRMENT OF NON-FINANCIAL ASSETS
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs to sell and its
value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount, and the impairment is
recognized in the consolidated statements of operations.
In assessing fair value less costs to sell, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The
Company bases its impairment calculation on annual budget calculations, which are prepared separately for each of the
Company’s CGUs to which the individual assets are allocated. These budget calculations generally cover a period of five years. For
longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses are recognized in the consolidated statements of operations in expense categories consistent with the function
of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the
asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is
limited so that the carrying amount of the asset does not exceed its recoverable amount or exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in the consolidated statement of operations unless the asset is carried at a revalued amount, in which case the
reversal is treated as a revaluation increase.
The following assets have specific characteristics for impairment testing:
Goodwill
Goodwill is tested for impairment at least annually as at March 31 and when circumstances indicate that the carrying value may
be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment
losses relating to goodwill cannot be reversed in future periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as at March 31 at the CGU level and when
circumstances indicate that the carrying value may be impaired.
REVENUE RECOGNITION
Revenue is recognized either at a point in time when a single performance obligation is satisfied at once or over the period of time
when a performance obligation is received and utilized by the customer over that period. The Company assesses its revenue
arrangements in order to determine if it is acting as principal or agent. The main types of revenue contracts are as follows:
Commissions and fees revenue consist of revenue generated through commission-based brokerage services, recognized on a
trade date basis, and the sale of fee-based products and services, recognized on an accrual basis. Realized and unrealized gains
and losses on securities purchased for client-related transactions are reported as net facilitation losses and recorded net of
commission revenues. Facilitation losses for the year ended March 31, 2019 were $6.4 million [2018 – $8.4 million].
Commissions are recognized at a point in time (trade date) as the performance obligation is satisfied.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 53
Investment banking revenue consists of underwriting fees and commissions earned on corporate finance activities. The act of
underwriting the securities is the sole performance obligation and revenue is recognized at the point in time when the underwriting
transaction is complete.
Advisory fees consist of ongoing management and advisory fees that are recognized over the period of time that this performance
obligation is delivered. Also included in advisory fees is revenue from mergers and acquisitions activities, which is recognized at
the point in time when the underlying transaction is substantially completed under the engagement terms and it is probable that a
significant revenue reversal will not occur.
Principal trading revenue consists of income earned in connection with principal trading operations and is outside the scope of
IFRS 15.
Interest revenue consists of interest earned on client margin accounts, interest earned on the Company’s cash, interest earned on
cash delivered in support of securities borrowing activity, and dividends earned on securities owned. Interest and dividend revenue
is outside the scope of IFRS 15.
Other revenue includes foreign exchange gains or losses, revenue earned from correspondent brokerage services and
administrative fee revenue.
INCOME TAXES
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively
enacted, at the reporting date, in the countries where the Company operates and generates taxable income.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations
are subject to interpretation and establishes provisions where appropriate.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of
operations.
Deferred tax
Deferred taxes are accounted for using the liability method. This method requires that deferred taxes reflect the expected deferred
tax effect of temporary differences at the reporting date between the carrying amounts of assets and liabilities for financial
statement purposes and their tax bases.
Deferred tax liabilities are recognized for all taxable temporary differences, except for taxable temporary differences associated
with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and carryforward of
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences and the carryforward of unused tax credits and unused tax losses can be utilized. The carrying amounts of deferred
tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are assessed at
each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
the reporting period. Deferred tax is charged or credited in the statements of operations except where it relates to items that may
be credited directly to equity, in which case the deferred tax is recognized directly against equity.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax, except where the amount of sales tax incurred is
not recoverable from the tax authority. In these circumstances, sales tax is recognized as part of the cost of acquisition of the
asset or as part of an item of the expense. The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of accounts receivable or accounts payable in the consolidated statements of financial position.
SHARE-BASED PAYMENTS
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions,
whereby employees render services as consideration for equity instruments (equity-settled transactions). The participating
employees are eligible to receive shares that generally vest over three years (the RSUs). This program is referred to as the LTIP (or
the Plan).
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
54 Management’s Discussion and Analysis
Independent directors also receive deferred share units (DSUs) as part of their remuneration, which can only be settled in cash.
For the year ended March 31, 2018, certain senior executives receive performance share units (PSUs) as part of their
remuneration, which can only be settled in cash (cash-settled transactions). In addition, certain employees receive performance
stock options (PSOs) which will time-vest ratably over four years and also be subject to market (stock price) performance vesting
conditions.
The dilutive effect, if any, of outstanding options and share-based payments is reflected as additional share dilution in the
computation of diluted earnings (loss) per common share.
Equity-settled transactions
For equity-settled transactions, the Company measures the fair value of share-based awards as of the grant date.
Effective as of March 31, 2018 the Plan was changed so that the vesting of certain RSUs was no longer necessarily contingent
upon continued employment. With the change, RSUs will continue to vest after termination of employment so long as the
employee does not violate certain post-termination restrictions and is not engaged in certain competitive or soliciting activities as
provided in the Plan. Because of this change, the Company determined that the awards do not meet the criteria for an
in-substance service condition, as defined by IFRS 2. Accordingly, RSUs granted as part of the normal course incentive
compensation payment cycle are expensed in the period in which those awards are deemed to be earned with a corresponding
increase in contributed surplus, which is generally the fiscal period in which the awards are either made or the immediately
preceding fiscal year for those awards made after the end of such fiscal year but were determined and earned in respect of that
fiscal year.
For certain awards, typically new hire awards or retention awards, vesting is subject to continued employment and therefore these
awards are subject to a continuing service requirement. Accordingly, the Company recognizes the cost as an expense on a graded
basis over the applicable vesting period with a corresponding increase in contributed surplus. The Company estimates the number
of equity instruments that will ultimately vest when calculating the expense attributable to equity-settled transactions. No expense
is recognized for awards that do not ultimately vest.
When share-based awards vest, contributed surplus is reduced by the applicable amount and share capital is increased by the
same amount.
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value at the grant date. The fair values of DSUs and PSUs are
expensed upon grant, as there are no vesting conditions. The liability is remeasured to fair value at each reporting date up to and
including the settlement date, with changes in fair value recognized through the statements of operations.
TRANSLATION OF FOREIGN CURRENCY TRANSACTIONS AND FOREIGN SUBSIDIARIES
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional
currency. Each subsidiary of the Company determines its own functional currency, and items included in the financial statements
of each subsidiary are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Company and its subsidiaries at their respective functional
currencies using exchange rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated by the Company and its subsidiaries into their
respective functional currencies at the exchange rate in effect at the reporting date. All differences upon translation are
recognized in the consolidated statements of operations.
Non-monetary assets and liabilities denominated in foreign currencies are translated by the Company and its subsidiaries into
their respective functional currencies at historical rates. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates in effect at the date when the fair value is determined.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 55
Translation of foreign subsidiaries
Assets and liabilities of foreign subsidiaries with a functional currency other than the Canadian dollar are translated into Canadian
dollars at rates prevailing at the reporting date, and income and expenses are translated at average exchange rates prevailing
during the period. Unrealized gains or losses arising as a result of the translation of the foreign subsidiaries are recorded in
accumulated other comprehensive income (loss). On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognized in the consolidated statements of operations.
The Company also has monetary assets and liabilities that are receivable or payable from a foreign operation. If settlement of the
receivable or payable is neither planned nor likely to occur in the foreseeable future, the differences upon translation are
recognized in accumulated other comprehensive income (loss) as these receivables and payables form part of the net investment
in the foreign operation.
PROVISIONS
Provisions are recognized when the Company has a present obligation as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. The expense relating to any provision is presented in the statements of operations net of any
reimbursement. If the effect of the time value of money is significant, provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as an interest expense.
Financial Instruments
A significant portion of the Company’s assets and liabilities are composed of financial instruments. The Company uses financial
instruments for both trading and non-trading activities. The Company engages in trading activities which include the purchase and
sale of securities in the course of facilitating client trades and taking principal trading positions with the objective of earning a
profit.
The use of financial instruments may either introduce or mitigate exposures to market, credit and/or liquidity risks. See Risk
Management in this MD&A for details on how these risks are managed. For significant assumptions made in determining the
valuation of financial and other instruments, refer to Critical Accounting Policies and Estimates in this MD&A. For additional
information regarding the Company’s financial instruments, refer to Note 7 of the audited consolidated financial statements for the
year ended March 31, 2019.
FOREIGN EXCHANGE
The Company manages its foreign exchange risk by periodically hedging pending settlements in foreign currencies. Realized and
unrealized gains and losses related to these transactions are recognized in income during the period. On March 31, 2019, forward
contracts outstanding to sell US dollars had a notional amount of US$0.2 million, a decrease of US$17.5 million compared to
March 31, 2018. Forward contracts outstanding to buy US dollars had a notional amount of US$5.7 million, an increase of
US$3.6 million from March 31, 2018. The fair value of these contracts was nominal. Some of the Company’s operations in the
US, the UK & Europe, Australia, Hong Kong and China are conducted in the local currency; however, any foreign exchange risk in
respect of these transactions is generally limited as pending settlements on both sides of the transaction are typically in the local
currency.
These contracts were entered into in an attempt to mitigate foreign exchange risk on pending security settlements in foreign
currencies. The fair value of these contracts is nominal due to their short term to maturity.
The Company’s Canaccord Genuity Wealth Management segment in the UK & Europe trades foreign exchange forward contracts on
behalf of its clients and establishes matching contracts with the counterparties. The Company has no significant net exposure,
assuming no counterparty default.
FUTURES
The Company’s Canadian operations are involved in trading various futures contracts, in an attempt to mitigate market risk,
interest rate risk, yield curve risk and liquidity risk. Futures contracts are agreements to buy or sell a standardized amount of an
underlying asset, at a predetermined future date and price, in accordance with terms specified by a regulated futures exchange,
and are subject to daily cash margining. The Company’s Canadian operations have traditionally engaged in the trading of Canadian
and US government bond futures contracts to mitigate its risk. At March 31, 2019, the notional amount of the bond futures
contracts outstanding was long $0.1 million [March 31, 2018 − long $0.1 million].
The Company’s Canadian operations are also involved in trading US Treasury futures in an attempt to mitigate interest rate risk,
yield curve risk and liquidity risk. There were no outstanding US Treasury futures contracts outstanding as at March 31, 2019 and
March 31, 2018.
The fair value of all of the above futures contracts is nominal due to their short term to maturity. Realized and unrealized gains
and losses related to these contracts are recognized in net income (loss) during the reporting period.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
56 Management’s Discussion and Analysis
Adoption of New and Revised Standards
IFRS 9, ‘‘FINANCIAL INSTRUMENTS’’
On April 1, 2018, the Company adopted IFRS 9, ‘‘Financial Instruments’’ (IFRS 9), which replaces IAS 39 − ‘‘Financial Instruments:
Recognition and Measurement’’ (IAS 39). The Company adopted the standard using the modified retrospective approach. The
adoption of IFRS 9 did not have a significant effect on the Company’s measurement of financial assets and liabilities.
The following summarizes the impact of IFRS 9 on the audited consolidated financial statements for the year ended March 31,
2019:
Classification − financial assets and liabilities
IFRS 9 sets out requirements for recognizing and measuring financial assets and financial liabilities. IFRS 9 contains a new
classification and measurement approach for financial assets that reflects the business model in which assets are managed and
their cash flow characteristics.
On initial recognition, financial assets are classified as instruments measured at amortized cost, fair value through other
comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). The classification is based on two criteria: the
Company’s business approach for managing the financial assets; and whether the instruments’ contractual cash flows result in
cash flows that are solely payments of principal and interest on the principal amount outstanding (the SPPI criterion). The
business approach considers whether the Company’s objective is to receive cash flows from holding the financial assets, from
selling the assets or a combination of both.
(cid:129) Amortized costs − A financial asset is measured at amortized cost if it is held within a business model that has an objective
to hold financial assets to collect contractual cash flows and the contractual terms of the financial asset result in cash flows
that meet the SPPI criteria. Items included in this category include cash and cash equivalents and accounts receivable.
(cid:129) FVOCI − A financial asset is classified as FVOCI if it is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset result in cash
flows that are SPPI. Included in the FVOCI category is our investment in Euroclear, which was previously classified as
available for sale under IAS 39. There are no other financial assets classified as FVOCI.
(cid:129) All other financial assets are measured at FVTPL and consist of marketable securities owned and sold short.
The Company reclassifies financial assets only when its business approach for managing those assets changes.
Impairment − financial assets
The adoption of IFRS 9 changed the Company’s accounting for impairment loss for financial assets by replacing IAS 39’s incurred
loss approach with a forward-looking expected credit loss (ECL) approach. Under the ECL model, the Company has to record an
allowance for ECL either based on a 12-month ECL or on a lifetime ECL. ECLs are recognized on the following basis:
(cid:129) A maximum 12-month allowance for ECL is recognized from initial recognition, reflecting the portion of lifetime cash shortfalls
that would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default occurring.
(cid:129) A lifetime ECL allowance is recognized if a significant increase in credit risk is detected subsequent to the instruments’ initial
recognition, reflecting lifetime cash shortfalls that would result over the expected life of a financial instrument.
(cid:129) A lifetime ECL allowance is recognized for credit-impaired financial instruments.
IFRS 9 also provides a simplified approach to ECLs for trade receivables that is based on the adoption of a valuation policy which
utilizes an entity’s historic loss experience by age banding, adjusted for forward-looking estimates and other considerations as
applicable.
The Company’s accounts receivables are classified as financial assets measured at amortized cost and are subject to the new
ECL model. Accounts receivable includes trade receivables from clients and brokers and dealers. All our corporate finance and
client receivables have a maturity of less than 12 months from initial recognition, therefore the allowance is limited to 12-month
ECLs. The Company established a valuation policy that is based on its historical credit loss experience adjusted for
forward-looking factors or other considerations as appropriate. The impact of the provision is not considered to have a significant
impact on our consolidated financial statements for the year ended March 31, 2019.
Hedge accounting
IFRS 9 offers greater flexibility to the types of transactions eligible for hedge accounting. As the Company currently does not have
any material position that qualifies for hedge accounting under IAS 39 and IFRS 9, the adoption of IFRS 9 does not have any
material impact on our consolidated financial statements for the year ended March 31, 2019.
IFRS 15, ‘‘REVENUE FROM CONTRACTS WITH CUSTOMERS’’
On April 1, 2018, the Company adopted IFRS 15, ‘‘Revenue from Contracts with Customers’’ (IFRS 15), using the modified
retrospective approach. IFRS 15 replaces IAS 18, ‘‘Revenue’’ (IAS 18), and establishes a single five-step model framework for
determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 57
Under IFRS 15, the initial steps in revenue recognition are to identify the appropriate contracts with customers and define the
performance obligations in the contracts. Revenue is recognized when the performance obligations are satisfied, which is when
control of goods or services transfers to the customers. IFRS 15 also requires the transaction price to be allocated to each
separate performance obligation in proportion to stand-alone selling prices. In addition, variable consideration should only be
recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will
not occur.
The impact on adoption of IFRS 15 on the Company’s standard revenue contracts are as follows:
(cid:129) Commissions and fees − Commission and fees revenue consists of revenue generated through commission-based brokerage
services and the sale of fee-based products and services. As discussed above, IFRS 15 requires entities to recognize
revenue when control of goods or services transfers to the customers whereas IAS 18 required entities to recognize revenue
when the risk and rewards of the goods or services are transferred to the customers. The performance obligation for the
recognition of commission and fees revenue is satisfied through the settlement of trades for clients. There is no material
change in the amount or timing of revenue recognized under IFRS 15 compared to IAS 18 as the point of transfer of risk and
reward for services and transfer of control occur at the same time. Also included within commission and fees is revenue
earned in relation to the supply of the Company’s research, which is recognized over time in line with the satisfaction of the
performance obligation.
(cid:129) Investment banking − Investment banking revenue consists of underwriting fees and commissions earned on corporate
finance activities. There is no material impact on the recognition of investment banking revenue under IFRS 15 compared to
IAS 18. Under IAS 18, revenue was recognized upon closing of the underwriting mandate, which also represents completion
of the performance obligation under IFRS 15.
(cid:129) Advisory fees − Advisory fees consist of management and advisory fees, including fees from mergers and acquisition
activities. The performance obligation for the recognition of advisory fees revenue is met when the underlying transaction is
substantially completed under the engagement terms and the related revenue is reasonably determinable. In certain cases,
some fees are collected based on progress and do not correspond to the satisfaction of any discrete performance obligation.
Under IFRS 15, such payments may need to be deferred or recognized on an amortized basis until the performance
obligation is satisfied. The impact of this change on the opening retained earnings as of April 1, 2018 and for the year ended
March 31, 2019 is insignificant.
(cid:129) The following revenue types are excluded from the scope of IFRS 15: Principal trading revenue which consists of revenue
earned in connection with principal trading operations, interest revenue, as well as other revenue consisting of foreign
exchange gains or losses and revenue earned from our correspondent brokerage services.
Future Changes in Accounting Policies and Estimates
The Company monitors the potential changes proposed by the International Accounting Standards Board on an ongoing basis and
analyzes the effect that changes in the standards may have on the Company’s operations.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
Standards issued, which may be reasonably expected to impact upon the Company’s financial statements, but which are not yet
effective are listed below.
IFRS 16, ‘‘LEASES’’
In January 2016, the IASB issued IFRS 16, ‘‘Leases’’ (IFRS 16), which replaces IAS 17, “Leases” (IAS 17), with the key change
being that lessee accounting will eliminate the IAS 17 distinction between operating leases and finance leases, treating most
leases in the same manner as finance leases under IAS 17. The new standard requires lessees to recognize assets and liabilities
for most leases, other than leases eligible for low-value (less than USD $5,000) or short-term (12 months or less) exemption.
Where an arrangement meets the IFRS 16 definition of a lease, at the commencement a loan obligation for future lease payables
will be recognized together with an equal value non-current asset representing the right to use the underlying asset during the
lease term. In place of the lease rental expense in the consolidated statement of operations, lease costs will be recognized in the
form of depreciation of the right-of-use asset and interest on the lease liability. IFRS 16 also has the effect of skewing expenses
towards the earlier years of a lease (when the outstanding lease liability, and thus interest expense, is higher), although both the
total expense and cash flows during the life of a lease are identical under IFRS 16 and IAS 17.
The Company will implement IFRS 16 for its fiscal year ending March 31, 2020 and has elected to adopt IFRS 16 using the
modified retrospective method with no restatement of prior year comparatives. Upon adoption of IFRS 16 on April 1, 2019, the
Company is required to recognize both a right of use (ROU) asset and a corresponding lease liability for each lease (subject to the
low-value and short-term exemptions noted above). Lease liabilities will initially be calculated at the present value of expected
lease payments and a transition option allows for the recognition of a ROU asset at the same value. The Company is in the
process of finalizing its calculation of the right of use asset and corresponding lease liabilities to be recognized in the
consolidated statement of financial position upon adoption of IFRS 16.
Please see Note 4 of the audited consolidated financial statements for the year ended March 31, 2019 for further information.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
58 Management’s Discussion and Analysis
Disclosure Controls and Procedures and Internal Control over Financial Reporting
DISCLOSURE CONTROLS AND PROCEDURES
As of March 31, 2019, an evaluation was carried out, under the supervision of and with the participation of management,
including the President & CEO and the Executive Vice President, Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures as defined under National Instrument 52-109. Based on that evaluation, the President & CEO and the
Executive Vice President, Chief Financial Officer concluded that the design and operation of these disclosure controls and
procedures were effective as of and during the fiscal year ended March 31, 2019.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management, including the President & CEO and the Executive Vice President, Chief Financial Officer, has designed internal
control over financial reporting as defined under National Instrument 52-109 to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Based
on that evaluation, the President & CEO and the Executive Vice President, Chief Financial Officer concluded that the Company’s
internal control over financial reporting was designed and operating effectively as of and during the year ended March 31, 2019
and that there were no material weaknesses in our internal control over financial reporting.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in internal control over financial reporting that occurred during the year ended March 31, 2019 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Risk Management
OVERVIEW
Uncertainty and risk are inherent when conducting operations within financial markets. As an active participant in the Canadian
and international capital markets, the Company is exposed to risks that could result in financial losses. The Company has
identified its principal risks as: market risk, credit risk, operational risk and other risks. Accordingly, risk management and control
of the balance between risk and return are critical elements in maintaining the Company’s financial stability and profitability.
Therefore, an effective risk management framework is integral to the success of Canaccord Genuity Group Inc.
RISK MANAGEMENT STRUCTURE AND GOVERNANCE
The Company’s disciplined risk management process encompasses a number of functional areas and requires frequent
communication, judgment and knowledge of the business, products and markets. The Company’s senior management is actively
involved in the risk management process and has developed policies, procedures and reports that enable the Company to assess
and control its risks. These policies and procedures are subject to ongoing review and modification as activities, markets and
circumstances change.
As part of the Company’s risk philosophy, the first line of responsibility for managing risk lies with branch managers, department
heads and trading desk managers (within prescribed limits). The monitoring and control of the Company’s risk exposure is
conducted through a variety of separate, but complementary, financial, credit, operational, compliance and legal reporting systems.
The Company’s governance structure includes the following elements:
Audit
Committee
Board of
Directors
Canaccord
Genuity Group Inc.
Corporate Governance &
Compensation Committee
Risk Management
Committee
Cyber Security
Committee
Canaccord Genuity Global
Operating Committee
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 59
The Board of Directors (the Board) has oversight of the company-wide risk management framework. These responsibilities are
delegated to the Audit and Risk Management Committees. See the company’s current Annual Information Form (AIF) for details of
the Audit Committee’s mandate as it relates to risk management.
The Audit Committee assists the Board in fulfilling its oversight responsibility by monitoring the effectiveness of internal controls
and the control environment. It also receives and reviews various quarterly and annual updates, and reports on key risk metrics as
well as the overall risk management program.
The Risk Management Committee assists the Board in fulfilling its responsibilities for monitoring risk exposures against the
defined risk appetite and for general oversight of the risk management process. The Risk Management Committee is led by the
firm’s Chief Risk Officer and committee members include the CEO, the CFO and senior management representation from the key
revenue-producing businesses and functional areas of the Company. The Risk Management Committee identifies, measures and
monitors the principal risks facing the business through review and approval of the Company’s risk appetite, policies, procedures
and limits/thresholds.
The segregation of duties and management oversight are important aspects of the Company’s risk management framework. The
Company has a number of functions that are independent of the revenue-producing businesses that perform risk management
activities, including the monitoring, evaluating and analyzing of risk. These functions include Enterprise Risk Management,
Compliance, Operations, Internal Audit, Treasury, Finance, Information Technology and Legal.
The Company’s global Cybersecurity Committee exists to help identify, monitor and manage risks specific to the company’s
information networks, data and internal systems. This committee is chaired by the firm’s Chief Risk Officer and committee
members include senior IT management from across the firm, as well as representation from Legal, Compliance, Internal Audit
and Operations. The Cybersecurity Committee is focused on issues such as cybersecurity risk assessment, IT safeguards and
controls, risks related to third-party service provides, employee training and awareness and incident response planning.
MARKET RISK
Market risk is the risk that a change in market prices and/or any of the underlying market factors will result in losses. Each
business area is responsible for ensuring that their market risk exposure is prudent within a set of risk limits set by the Risk
Management Committee and approved by the Audit Committee. In addition, the Company has established procedures to ensure
that risks are measured, closely monitored, controlled and visible to senior levels of management.
The Company is exposed to equity price risk, liquidity risk and volatility risk as a result of its principal trading activities in listed
options and equity securities. The Company is also exposed to specific interest rate risk, credit spread risk and liquidity risk in
respect of its principal trading in fixed income securities. In addition to active supervision and review of trading activities by senior
management, Canaccord Genuity Group mitigates its risk exposure through a variety of limits to control concentration, capital
allocation and usage, as well as through trading policies and guidelines. The Company manages and monitors its risks in this area
using both qualitative and quantitative measures, on a company-wide basis, as well as by trading desk. Canaccord Genuity Group
utilizes scenario analysis and a Value-at-Risk (VaR) risk measurement system for its equity and fixed income and derivative
inventories. Management also regularly reviews and monitors inventory levels and positions, trading results, liquidity profile,
position aging and concentration levels. Consequently, the Company can ensure that it is adequately diversified with respect to
market risk factors and that trading activity is within the risk tolerance levels established by senior management.
CREDIT RISK
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The primary source for
credit risk to Canaccord Genuity Group is in connection with trading activity by clients in the recently acquired Jitneytrade and
Canaccord Genuity Wealth Management business segments, including client margin accounts. In order to minimize financial
exposure in this area, the Company applies certain credit standards and conducts financial reviews with respect to clients and
new accounts.
The Company provides financing to clients by way of margin lending. In margin-based lending, the Company extends credit for a
portion of the market value of the securities in a client’s account, up to certain limits. The margin loans are collateralized by those
securities in the client’s account. In connection with this lending activity, the Company faces a risk of financial loss in the event
that a client fails to meet a margin call if market prices for securities held as collateral decline and if the Company is unable to
recover sufficient value from the collateral held. For margin lending purposes, the Company has established risk-based limits that
are generally more restrictive than those required by applicable regulatory policies. In addition, the Company has established
limits to how much it will lend against an individual security or group of securities in a single sector so as to limit credit
concentration risk.
The extension of credit via margin lending is overseen by the firm’s Credit Committee. The Committee meets regularly to review
and discuss the firm’s credit risks, including large individual loans, collateral quality, loan coverage ratios and concentration risk.
The Committee will also meet, as required, to discuss any new loan arrangements proposed by senior management.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
60 Management’s Discussion and Analysis
The Company also faces a risk of financial loss with respect to trading activity by clients if such trading results in overdue or
unpaid amounts in under-secured cash accounts. The Company has developed a number of controls within its automated trade
order management system to ensure that trading by individual account and advisor is done in accordance with customized limits
and risk parameters.
The Company is engaged in various trading and brokerage activities whose counterparties primarily include broker dealers, banks,
clearing agents, exchanges, financial intermediaries and other financial institutions. These activities include agency and principal
trading, securities borrowing and lending, and entering into repurchase agreements and reverse repurchase agreements. In the
event that counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the
creditworthiness of the counterparty and/or the issuer of the instrument. The Company manages this risk by imposing and
monitoring individual and aggregate trading and position limits within each business segment, for each counterparty, conducting
regular credit reviews of financial counterparties, reviewing security and loan concentrations, holding and marking to market
collateral on certain transactions, and conducting business through clearing organizations that guarantee performance.
The Company records a provision for bad debts in general and administrative expense. Any actual losses arising from or
associated with client trading activity as described above are charged to this provision. Historically, this provision has been
sufficient to cover actual losses.
OPERATIONAL RISK
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external
events such as the occurrence of disasters or security threats. Operational risk exists in all of the Company’s activities, including
processes, systems and controls used to manage other risks. Failure to manage operational risk can result in financial loss,
reputational damage, regulatory fines and failure to manage market, credit or other risks.
The Company operates in different markets and relies on its employees and systems to process a high number of transactions. In
order to mitigate this risk, the Company has developed a system of internal controls and checks and balances at appropriate
levels, which includes overnight trade reconciliation, control procedures related to clearing and settlement, transaction and daily
value limits within all trading applications, cash controls, physical security, independent review procedures, documentation
standards, billing and collection procedures, and authorization and processing controls for transactions and accounts. In addition,
the Company has implemented an operational risk program that helps Canaccord Genuity Group measure, manage, report and
monitor operational risk issues (see RCSA below). The Company also has disaster recovery procedures, business continuity plans
and built-in redundancies in place in the event of a systems or technological failure. In addition, the Company utilizes third party
service agreements and security audits where appropriate.
Risk and Control Self-Assessment (RCSA)
The purpose of RCSAs is to:
(cid:129) Identify and assess key risks inherent to the business and categorize them based on severity and frequency of occurrence
(cid:129) Rate the effectiveness of the control environment associated with the key risks
(cid:129) Mitigate the risks through the identification of action plans to improve the control environment where appropriate
(cid:129) Provide management with a consistent approach to articulate and communicate the risk profiles of their areas of
responsibility
(cid:129) Meet regulatory requirements and industry standards
The Company has established a process to determine what the strategic objectives of each group/unit/department are and
identify, assess and quantify operational risks that hinder the Company’s ability to achieve those objectives. The RCSA results are
specifically used to calculate the operational risk regulatory capital requirements for operations in the UK and operational risk
exposure in all geographies. The RCSAs are periodically updated and results are reported to the Risk Management and Audit
Committees.
OTHER RISKS
Other risks encompass those risks that can have an adverse material impact on the business but do not belong to market, credit
or operational risk categories.
Regulatory and legal risk
Regulatory risk results from non-compliance with regulatory requirements, which could lead to fines and/or sanctions. The
Company has established procedures to ensure compliance with all applicable statutory and regulatory requirements in each
jurisdiction in which it operates. These procedures address issues such as regulatory capital requirements, disclosure
requirements, internal controls over financial reporting, sales and trading practices, use of and safekeeping of client funds, use of
and safekeeping of client data, credit granting, collection activity, anti-money laundering, insider trading, employee misconduct,
conflicts of interest and recordkeeping.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Management’s Discussion and Analysis 61
Legal risk results from potential criminal, civil or regulatory litigation against the Company that could materially affect the
Company’s business, operations or financial condition. The Company has in-house legal counsel, as well as access to external
legal counsel, to assist the Company in addressing legal matters related to operations and to defend the Company’s interests in
various legal actions.
Losses or costs associated with routine regulatory and legal matters are included in general and administrative expense in the
Company’s audited consolidated financial statements.
The Company and its affiliates provide financial advisory, underwriting and other services to, and trade the securities of issuers
that are involved with, new and emerging industries, including the US cannabis industry. Activities within such industries, including
the US cannabis industry, typically have not had the benefit of a history of successful operating results. In addition to the
economic uncertainties associated with new industries, new activities and new issuers, the laws applicable to such industries or
activities, particularly the US cannabis industry and the activities of issuers in that industry, and the effect or enforcement of such
laws are undetermined, conflicting and uncertain. With respect to the US cannabis industry, cannabis continues to be a controlled
substance under the United States Controlled Substances Act and as such, there is a risk that certain issuers, while in
compliance with applicable state law, may be prosecuted under federal law. Accordingly, the Company has adopted policies and
procedures reasonably designed to ensure compliance with the United States Currency and Foreign Transactions Reporting Act of
1970 (the Bank Secrecy Act) and the guidance issued by the United States Department of the Treasury Financial Crimes
Enforcement Network, FIN-2014-G001 (the FinCEN Guidance) relating to providing financial services to marijuana related
businesses in the United States (as that term is used in the FinCEN Guidance). While the Company takes steps to identify the
risks associated with emerging industries, including the US cannabis industry, and only provides services to those issuers where it
determines that there is no material risk to the Company or where any risk is unlikely to result in a material adverse consequence
to the Company, there is a risk that the Company could be the subject of third party proceedings which may have a material
adverse effect on the Company business, revenues, operating results and financial condition as well as the Company’s reputation,
even if such proceedings were concluded successfully in favour of the Company. The Company has determined that any such
proceedings are unlikely and, accordingly, has not recorded a provision in respect of such matters.
Cybersecurity risk
Cybersecurity risk is the risk that the Company’s information networks, data or internal systems will be damaged, disrupted,
misappropriated, stolen, accessed without permission or otherwise attacked. This risk exists due to the interconnected nature of
the Company’s business with its clients, suppliers, vendors, partners and the public via the internet and other networks. As a
result of this interconnectivity, third parties with which the Company does business with or that facilitate the Company’s business
may also be a source of cybersecurity risk to the firm. The Company devotes considerable effort and resources to defend against
and mitigate cybersecurity risk, including increasing awareness throughout the organization by implementing a firm-wide
cybersecurity training program for all employees. The Company’s management of cybersecurity risk, as well as any reported
incidents, is regularly presented to both senior management via the Cybersecurity Committee and the Audit Committee of the
Board of Directors
Reputational risk
Reputational risk is the risk that an activity undertaken, or alleged to have been undertaken, by an organization or its
representatives will impair its image in the community or lower public confidence in it, resulting in a loss of revenue, legal action or
increased regulatory oversight. Possible sources of reputational risk could come from operational failures, non-compliance with
laws and regulations, disparaging traditional or online media coverage, or leading an unsuccessful financing. The Company could
face reputational risk through its association with past or present corporate finance clients who are the subject of regulatory
and/or legal scrutiny. Reputational risk can also be reflected within customer satisfaction and external ratings, such as equity
analyst reports. In addition to its various risk management policies, controls and procedures, the Company has a formal Code of
Business Conduct and Ethics and an integrated program of marketing, branding, communications and investor relations to help
manage and support the Company’s reputation.
Control Risk
As of March 31, 2019, senior officers and directors of the Company collectively owned approximately 10.4% of the issued and
outstanding (16.3% fully diluted) common shares of Canaccord Genuity Group Inc. If a sufficient number of these shareholders act
or vote together, they will have the power to exercise significant influence over all matters requiring shareholder approval, including
the election of the Company’s directors, amendments to its articles, amalgamations and plans of arrangement under Canadian law
and mergers or sales of substantially all of its assets. This could prevent Canaccord Genuity Group from entering into transactions
that could be beneficial to the Company or its other shareholders. Also, third parties could be discouraged from making a tender
offer or takeover bid to acquire any or all of the outstanding common shares of the Company.
Any significant change in these shareholdings through sale or other disposition, or significant acquisitions by others of the
common shares in the public market or by way of private transactions, could result in a change of control and changes in business
focus or practices that could affect the profitability of the Company’s business.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
62 Management’s Discussion and Analysis
Restrictions on ownership and transfer of common shares
Restrictions on ownership and transfer of common shares in the articles of Canaccord Genuity Group Inc. to prevent unauthorized
change in control without regulatory approval could, in certain cases, affect the marketability and liquidity of the common shares.
Risk factors
For a detailed list of the risk factors that are relevant to the Company’s business and the industry in which it operates, see the
Risk Factors section in the Company’s current AIF. Risks include, but are not necessarily limited to, those listed in the AIF.
Investors should carefully consider the information about risks, together with the other information in this document, before
making investment decisions. It should be noted that this list is not exhaustive, but contains risks that the Company considers to
be of particular relevance. Other risk factors may apply.
Further discussion regarding risks can be found in our Annual Information Form.
Dividend Policy
Although dividends are expected to be declared and paid quarterly, the Board of Directors, in its sole discretion, will determine the
amount and timing of any dividends. All dividend payments will depend on general business conditions, the Company’s financial
condition, results of operations, capital requirements and such other factors as the Board determines to be relevant.
Dividend Declaration
On June 5, 2019, the Board of Directors approved a dividend of $0.17 per common share, payable on July 2, 2019, with a record
date of June 21, 2019. This dividend is comprised of a $0.01 base quarterly dividend and a $0.16 supplemental dividend as
outlined below.
The Company’s fiscal 2019 dividend policy which was first adopted for the fiscal year ended March 31, 2017, was to pay a
quarterly dividend of $0.01 per common share, and following the end of each fiscal year, pay a supplemental dividend.
Supplemental dividends, if declared, would be variable from year to year. In accordance with this policy, a supplemental dividend
for fiscal 2019 was declared as described above.
On June 5, 2019, with the increasing stability in the Company’s wealth management business and its expected growth profile, the
Board of Directors implemented a new dividend policy pursuant to which the Company intends to pay a quarterly dividend of at
least $0.05 per share subject to the conditions described below. This new dividend policy will take effect for the first quarter of
fiscal 2020. With this new policy, the Company will no longer pay a supplemental dividend at the end of each fiscal year but
instead will adjust the regular quarterly dividend as appropriate in accordance with the factors described under ‘‘Dividend Policy’’
above and with a strategy that the Company expects will lead to growth in the quarterly dividend amount.
On June 5, 2019, the Board of Directors approved the following cash dividends: $0.24281 per Series A Preferred Share payable
on July 2, 2019 with a record date of June 21, 2019; and $0.31206 per Series C Preferred Share payable on July 2, 2019 with a
record date of June 21, 2019.
Additional Information
Additional information relating to Canaccord Genuity Group Inc., including our Annual Information Form, is available on our website
at www.canaccordgenuitygroup.com/EN/IR/FinReports/Pages/default.aspx and on SEDAR at www.sedar.com.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
63
Independent Auditors’ Report
To the Shareholders of
Canaccord Genuity Group Inc.
Opinion
We have audited the consolidated financial statements of Canaccord Genuity Group Inc. and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at March 31, 2019 and 2018, and the consolidated statements of
operations, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated
statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of Canaccord Genuity Group Inc. as at March 31, 2019 and 2018, and its consolidated financial performance
and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of
our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. The other information comprises:
(cid:129) Management’s Discussion and Analysis
(cid:129) The information, other than the consolidated financial statements and our auditor’s report thereon, in the Annual Report
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
We obtained Management’s Discussion & Analysis prior to the date of this auditor’s report. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this
auditor’s report. We have nothing to report in this regard.
The Annual Report is expected to be made available to us after the date of the auditor’s report. If based on the work we will
perform on this other information, we conclude there is a material misstatement of other information, we are required to report
that fact to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
64
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally
accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
(cid:129) Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
(cid:129) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
(cid:129) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
(cid:129) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern.
(cid:129) Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
(cid:129) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Andre de Haan.
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
June 5, 2019
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Consolidated Statements of Financial Position
As at (in thousands of Canadian dollars)
ASSETS
Current
Cash and cash equivalents
Securities owned
Accounts receivable
Income taxes receivable
Total current assets
Deferred tax assets
Investments
Equipment and leasehold improvements
Intangible assets
Goodwill
Total assets
LIABILITIES AND EQUITY
Current
Bank indebtedness
Securities sold short
Accounts payable and accrued liabilities
Provisions
Income taxes payable
Subordinated debt
Current portion of bank loan
Total current liabilities
Deferred tax liabilities
Convertible debentures
Deferred consideration
Contingent consideration
Promissory note
Other long-term liability
Bank loan
Total liabilities
Equity
Preferred shares
Common shares
Equity portion of convertible debentures
Warrants
Contributed surplus
Retained deficit
Accumulated other comprehensive income
Total shareholders’ equity
Non-controlling interests
Total equity
65
Notes
March 31,
2019
March 31,
2018
6, 7
9, 22
14
10
11
13
13
$
820,739
$
690,499
2,656,664
2,502
862,838
469,217
2,215,837
1,170
4,170,404
3,549,062
22,117
6,224
25,792
154,521
370,236
19,941
2,035
30,967
160,757
257,974
$
4,749,294
$
4,020,736
7
$
9,639
$
—
6, 7
9, 22
26
15
16
14
17
7, 12
7, 12
7, 8
21
16
18
19
17
19
8
373,419
3,123,765
18,212
5,415
7,500
9,294
301,006
2,638,954
8,428
7,851
7,500
9,679
3,547,244
2,973,418
7,978
127,225
22,225
108,319
5,832
1,741
50,370
3,870,934
205,641
672,896
5,156
1,975
124,710
(237,770)
103,755
876,363
1,997
878,360
13,715
57,081
9,997
49,844
—
—
61,758
3,165,813
205,641
649,846
2,604
1,975
145,426
(277,472)
113,332
841,352
13,571
854,923
Total liabilities and shareholders’ equity
$
4,749,294
$
4,020,736
See accompanying notes
On behalf of the Board:
‘‘Daniel Daviau’’
DANIEL DAVIAU
Director
‘‘Terrence A. Lyons’’
TERRENCE A. LYONS
Director
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
66
Consolidated Statements of Operations
For the years ended (in thousands of Canadian dollars, except per share amounts)
Notes
REVENUE
Commissions and fees
Investment banking
Advisory fees
Principal trading
Interest
Other
EXPENSES
Incentive compensation
Salaries and benefits
Trading costs
Premises and equipment
Communication and technology
Interest
General and administrative
Amortization
Development costs
Restructuring costs
Acquisition-related costs
Loss on extinguishment of convertible debentures
Share of loss of an associate
Income before income taxes
Income tax expense (recovery)
Current
Deferred
Net income for the year
Net income attributable to:
CGGI shareholders
Non-controlling interests
Weighted average number of common shares outstanding (thousands)
Basic
Diluted
Income per common share
Basic
Diluted
Dividend per Series A Preferred Share
Dividend per Series C Preferred Share
Dividend per common share
See accompanying notes
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
March 31,
2019
$
556,475
$
294,241
142,228
125,830
51,008
20,785
March 31,
2018
461,937
282,195
122,372
113,921
27,875
14,577
1,190,567
1,022,877
599,867
116,758
83,577
41,719
64,930
25,453
100,768
24,280
15,513
13,070
3,064
8,608
304
$
1,097,911
$
92,656
31,611
(10,537)
21,074
71,582
70,530
1,052
96,260
130,944
0.58
0.48
0.97
1.25
0.20
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
11, 13
26
17
14
8
19
19
19
19
20
20
20
574,969
99,239
68,209
39,605
56,346
18,437
83,982
24,007
7,664
7,643
6,732
—
298
987,131
35,746
20,620
(1,951)
18,669
17,077
13,024
4,053
92,587
110,862
0.04
0.03
0.97
1.25
0.15
Consolidated Statements of Comprehensive Income
For the years ended (in thousands of Canadian dollars)
Net income for the year
Other comprehensive income
Net change in valuation of available for sale investments, net of tax
Net change in unrealized (losses) gains on translation of foreign operations, net of tax
Comprehensive income for the year
Comprehensive income attributable to:
CGGI shareholders
Non-controlling interests
See accompanying notes
67
March 31,
2019
71,582
$
March 31,
2018
17,077
443
(9,448)
62,577
60,953
1,624
$
$
$
2,993
15,671
35,741
31,086
4,655
$
$
$
$
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
Notes
March 31,
2019
18
$
205,641
$
8
12
19
20
20
17
649,846
331
(32,073)
39,322
16,807
6,631
(9,419)
1,451
672,896
1,975
2,604
2,552
5,156
145,426
7,306
827
(27,315)
(1,058)
(476)
124,710
(277,472)
70,530
(16,534)
(9,402)
(4,892)
(237,770)
113,332
(9,577)
103,755
876,363
13,571
(777)
1,624
(9,697)
(2,724)
1,997
March 31,
2018
205,641
641,449
101
(28,093)
32,121
—
—
—
4,268
649,846
1,975
2,604
—
2,604
85,405
60,460
—
—
(1,427)
988
145,426
(267,559)
13,024
(13,344)
(9,593)
—
(277,472)
95,270
18,062
113,332
841,352
11,858
503
4,655
—
(3,445)
13,571
$
878,360
$
854,923
68
Consolidated Statements of Changes in Equity
As at and for the years ended (in thousands of Canadian dollars)
Preferred shares, opening and closing
Common shares, opening
Shares issued in connection with share-based payments
Acquisition of common shares for long-term incentive plan (LTIP)
Release of vested common shares from employee benefit trusts
Shares issued in connection with purchase of non-controlling interests
Shares issued in connection with acquisition of Petsky Prunier
Shares cancelled
Net unvested share purchase loans
Common shares, closing
Warrants, opening and closing
Convertible debentures − equity, opening
Equity portion of convertible debentures issued during the period, net of tax
Convertible debentures − equity, closing
Contributed surplus, opening
Share-based payments, net
Shares cancelled
Purchase of non-controlling interests
Unvested share purchase loans
Change in deferred tax asset relating to share-based payments
Contributed surplus, closing
Retained deficit, opening
Net income attributable to CGGI shareholders
Common share dividends
Preferred share dividends
Equity portion of loss on extinguishment of convertible debentures
Retained deficit, closing
Accumulated other comprehensive income, opening
Other comprehensive (loss) income attributable to CGGI shareholders
Accumulated other comprehensive income, closing
Total shareholders’ equity
Non-controlling interests, opening
Foreign exchange on non-controlling interests
Comprehensive income attributable to non-controlling interests
Purchase of non-controlling interests
Dividends paid to non-controlling interests
Non-controlling interests, closing
Total equity
See accompanying notes
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Consolidated Statements of Cash Flows
For the years ended (in thousands of Canadian dollars)
OPERATING ACTIVITIES
Net income for the year
Items not affecting cash
Amortization
Deferred income tax recovery
Share-based compensation expense
Loss on extinguishment of convertible debentures
Share of loss of associate
Changes in non-cash working capital
(Increase) decrease in securities owned
(Increase) decrease in accounts receivable
(Increase) decrease in income taxes receivable, net
Increase (decrease) in securities sold short
Increase (decrease) in accounts payable, accrued liabilities and provisions
Cash provided by operating activities
FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness
Purchase of shares for cancellation
Acquisition of common shares for long-term incentive plan
Proceeds from convertible debentures
Proceeds from bank loan
Cash dividends paid on common shares
Cash dividends paid on preferred shares
Cash used in financing activities
INVESTING ACTIVITIES
Purchase of equipment and leasehold improvements
Acquisition of Hargreave Hale Limited, net of cash acquired
Investment in associate
Acquisition of Jitneytrade Inc. and Finlogik Inc., net of cash acquired
Purchase of non-controlling interests
Purchase of investments
Acquisition of McCarthy Taylor Limited, net of cash acquired
Acquisition of Petsky Prunier LLC, net of cash acquired
Purchase of intangible assets
Cash used in investing activities
Effect of foreign exchange on cash balances
(Decrease) increase in cash position
Cash position, beginning of year
Cash position, end of year
Supplemental cash flow information
Interest received
Interest paid
Income taxes paid
See accompanying notes
69
Notes
March 31,
2019
March 31,
2018
$
71,582
$
17,077
11, 13
21
17
24,280
10,537
49,500
8,608
304
(221,282)
(446,453)
(10,227)
72,413
482,886
42,148
9,639
(8,592)
(32,073)
56,699
—
(16,534)
(9,402)
(263)
(4,382)
—
(2,500)
(7,545)
(14,431)
(4,063)
(3,611)
(39,783)
—
(76,315)
(7,669)
(42,099)
862,838
820,739
$
$
$
51,429
23,396
38,464
$
$
$
24,007
(1,951)
95,357
—
298
314,871
1,185,922
8,582
(344,736)
(1,055,366)
244,061
(25,280)
—
(28,093)
—
66,016
(13,345)
(9,592)
(10,294)
(6,311)
(54,051)
(2,500)
—
—
—
—
—
(795)
(63,657)
14,959
185,069
677,769
862,838
27,900
17,470
24,023
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
70
Notes to Consolidated Financial Statements
As at March 31, 2019 and March 31, 2018
and for the years ended March 31, 2019 and 2018
(in thousands of Canadian dollars, except per share amounts)
NOTE 01
Corporate Information
Through its principal subsidiaries, Canaccord Genuity Group Inc. (the Company or CGGI) is a leading independent, full-service
investment dealer with capital markets operations in Canada, the United Kingdom (UK) & Europe, the United States of America
(US), Australia, China and Dubai. The Company also has wealth management operations in Canada, the UK & Europe, and
Australia. The Company has operations in each of the two principal segments of the securities industry: capital markets and
wealth management. Together, these operations offer a wide range of complementary investment products, brokerage services
and investment banking services to the Company’s private, institutional and corporate clients.
Canaccord Genuity Group Inc. was incorporated on February 14, 1997 by the filing of a memorandum and articles with the
Registrar of Companies for British Columbia under the Company Act (British Columbia) and continues in existence under the
Business Corporations Act (British Columbia). The Company’s head office is located at Suite 2200 − 609 Granville Street,
Vancouver, British Columbia, V7Y 1H2. The Company’s registered office is located at Suite 400 − 725 Granville Street, Vancouver,
British Columbia, V7Y 1G5.
The Company’s common shares are publicly traded under the symbol CF on the Toronto Stock Exchange (TSX). The Company’s
Series A Preferred Shares are listed on the TSX under the symbol CF.PR.A. The Company’s Series C Preferred Shares are listed on
the TSX under the symbol CF.PR.C. The Company’s 6.25% Convertible Unsecured Senior Subordinated Debentures are listed on
the TSX under the symbol CF.DA.A.
The Company’s business experiences considerable variations in revenue and income from quarter to quarter and year to year due
to factors beyond the Company’s control. The Company’s business is affected by the overall condition of the worldwide equity and
debt markets.
NOTE 02
Basis of Preparation
STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
These audited consolidated financial statements have been prepared on a historical cost basis except for investments, securities
owned, securities sold short, deferred and contingent consideration, and certain impaired non-current assets, which have been
measured at fair value as set out in the relevant accounting policies.
These audited consolidated financial statements are presented in Canadian dollars and all values are in thousands of dollars,
except when otherwise indicated.
These audited consolidated financial statements were authorized for issuance by the Company’s Board of Directors on June 5,
2019.
PRINCIPLES OF CONSOLIDATION
These consolidated financial statements include the financial statements of the Company, its subsidiaries and controlled special
purpose entities (SPEs).
The financial results of a subsidiary or controlled SPE are consolidated if the Company acquires control. Control is achieved when
an entity has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are included in the statements of operations from the effective
date of the acquisition or up to the effective date of the disposal, as appropriate.
All inter-company transactions and balances have been eliminated. In cases where an accounting policy of a subsidiary differs
from the Company’s accounting policies, the Company has made the appropriate adjustments to ensure conformity for purposes of
the preparation of these consolidated financial statements. The financial statements of the subsidiaries are prepared for the
same reporting period as the parent company.
USE OF JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, accompanying note disclosures, and the disclosure
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 71
of contingent liabilities at the reporting date. Therefore, actual results may differ from those estimates and assumptions. The
significant judgments, estimates and assumptions include consolidation, revenue recognition, share-based payments, income
taxes and valuation of deferred tax assets, impairment of goodwill, intangible assets and other long-lived assets, allowance for
credit losses, fair value of financial instruments, capitalization of intangible assets related to software costs, and provisions.
Amendments may be made to estimates relating to net assets acquired in an acquisition as well as the allocation of identifiable
intangible assets between indefinite life and finite lives. Judgments, estimates and assumptions were also utilized in connection
with the valuation of goodwill and intangible assets acquired in connection with the acquisitions of Jitneytrade Inc. and Finlogik
Inc., McCarthy Taylor Ltd. (McCarthy Taylor) and Petsky Prunier LLC (Petsky Prunier) (Note 12).
Consolidation
The Company owns 80% of the voting shares of Canaccord Genuity (Australia) Limited (CGAL) as at March 31, 2019. The Company
also completed an evaluation of its contractual arrangements with the other shareholders of CGAL and the control it has over the
financial and operating policies of CGAL and determined it should consolidate under IFRS 10, ‘‘Consolidated Financial
Statements’’ (IFRS 10), as at March 31, 2019 and 2018. Therefore, the financial position, financial performance and cash flows of
CGAL have been consolidated. Although the Company owns 80% of the issued shares of CGAL as at March 31, 2019, for
accounting purposes, the Company is considered to have an 85% interest because of the shares held in a trust controlled by
Canaccord Financial Group (Australia) Pty Ltd. Accordingly, the Company has consolidated the entity and recognized a 15%
non-controlling interest (prior to closing date of August 10, 2018 and year ended March 31, 2018 − 42%) since the closing date of
August 10, 2018 of the Company’s acquisition of an additional 30% interest, which represents the portion of CGAL’s net
identifiable assets not owned by the Company. Net income and each component of other comprehensive income are attributed to
the non-controlling interest and to the owners of the parent.
The Company has employee benefit trusts, which are considered SPEs (Note 21), to fulfill obligations to employees arising from
the Company’s share-based payment plans. The employee benefit trusts have been consolidated in accordance with IFRS 10 since
their activities are conducted on behalf of the Company, and the Company retains the majority of the benefits and risks of the
employee benefit trusts.
Revenue recognition
Revenue is recognized to the extent that it is probable that the Company has an enforceable right to payment for performance
completed to date and that a transaction price can be reliably measured. Estimation may be required to determine the amount of
revenue that can be recognized and also the timing of the substantial completion of the performance obligations of the underlying
investment banking or advisory transactions.
Share-based payments
The Company measures the cost of equity-settled and cash-settled transactions with employees and directors based on the fair
value of the awards granted. The fair value is determined based on the observable share prices or by using an appropriate
valuation model. The use of option pricing models to determine the fair value requires the input of highly subjective assumptions
including the expected price volatility, expected forfeitures, expected life of the award and dividend yield. Changes in the subjective
assumptions can materially affect the fair value estimates. The assumptions and models used for estimating the fair value of
share-based payments, if and as applicable, are disclosed in Note 21.
Income taxes and valuation of deferred taxes
Accruals for income tax liabilities require management to make estimates and judgments with respect to the ultimate outcome of
tax filings and assessments. Actual results could vary from these estimates. The Company operates within different tax
jurisdictions and is subject to individual assessments by these jurisdictions. Tax filings can involve complex issues, which may
require an extended period of time to resolve in the event of a dispute or re-assessment by tax authorities. Deferred taxes are
recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses
can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be
recognized based upon the likely timing and the level of future taxable profit.
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of
future taxable income. The Company establishes tax provisions, based on reasonable estimates, for possible consequences of
audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various
factors, such as the Company’s experience of previous tax audits.
Impairment of goodwill and indefinite life intangible assets
Goodwill and indefinite life intangible assets are tested for impairment at least annually, or whenever an event or change in
circumstance may indicate potential impairment, to ensure that the recoverable amount of the cash-generating unit (CGU) to which
goodwill and indefinite life intangible assets are attributed is greater than or equal to their carrying values.
In determining the recoverable amount, which is the higher of fair value less costs to sell (FVLCS) and value-in-use, management
uses valuation models that consider such factors as projected earnings, price-to-earnings multiples, relief of royalties related to
brand names and discount rates. Management must apply judgment in the selection of the approach to determining the
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
72 Notes to Consolidated Financial Statements
recoverable amount and in making any necessary assumptions. These judgments may affect the recoverable amount and any
resulting impairment write-down. The key assumptions used to determine recoverable amounts for the different
cash-generating units are disclosed in Note 13.
Impairment of other long-lived assets
The Company assesses its amortizable long-lived assets at each reporting date to determine whether there is an indication that
an asset may be impaired. If any indication exists, the Company estimates the recoverable amount of the asset or the CGU
containing the asset using management’s best estimates and available information.
Allowance for credit losses
The Company records allowances for credit losses associated with clients’ receivables, loans, advances and other receivables
based on a forward-looking, expected credit loss approach (ECL). The Company establishes an allowance for credit losses in
accordance with management’s valuation policy based on its historical credit loss experience adjusted for forward-looking factors
or other considerations as appropriate. Judgment is required as to the timing of establishing an allowance for credit losses and
the amount of the required specific allowance, taking into consideration counterparty creditworthiness, current economic trends
and past experience. Clients’ receivable balances are generally collateralized by securities; therefore, any provision is generally
measured after considering the market value of the collateral, if any.
Fair value of financial instruments
The Company measures a number of its financial instruments at fair value as discussed in Note 7. Fair value is determined based
on market prices from independent sources, if available. If there is no available market price, then the fair value is determined by
using valuation models. The inputs to these models, such as expected volatility and liquidity discounts, are derived from
observable market data where possible; but where observable data is not available, judgment is required to select or determine
inputs to a fair value model.
There is inherent uncertainty and imprecision in estimating the factors that can affect fair value, and in estimating fair values
generally, when observable data is not available. Changes in assumptions and inputs used in valuing financial instruments could
affect the reported fair values.
Provisions
The Company records provisions related to pending or outstanding legal matters and regulatory investigations. Provisions in
connection with legal matters are determined on the basis of management’s judgment in consultation with legal counsel,
considering such factors as the amount of the claim, the possibility of wrongdoing by an employee of the Company and
precedents. Contingent litigation loss provisions are recorded by the Company when it is probable that the Company will incur a
loss as a result of a past event and the amount of the loss can be reliably estimated. The Company also records provisions
related to restructuring costs when the recognition criteria for provisions as they apply to restructuring costs are fulfilled.
NOTE 03
Adoption of New and Revised Standards
IFRS 9, ‘‘Financial Instruments’’
On April 1, 2018, the Company adopted IFRS 9, ‘‘Financial Instruments’’ (IFRS 9), which replaces IAS 39 ‘‘Financial Instruments:
Recognition and Measurement’’ (IAS 39). The Company adopted the standard using the modified retrospective approach. The
adoption of IFRS 9 did not have a significant effect on the Company’s measurement of financial assets and liabilities.
The following summarizes the impact of IFRS 9 on the consolidated financial statements for the year ended March 31, 2019:
Classification − financial assets and liabilities
IFRS 9 sets out requirements for recognizing and measuring financial assets and financial liabilities. IFRS 9 contains a new
classification and measurement approach for financial assets that reflects the business model in which assets are managed and
their cash flow characteristics.
On initial recognition, financial assets are classified as instruments measured at amortized cost, fair value through other
comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). The classification is based on two criteria: the
Company’s business approach for managing the financial assets; and whether the instruments’ contractual cash flows result in
cash flows that are solely payments of principal and interest on the principal amount outstanding (the SPPI criterion). The
business approach considers whether the Company’s objective is to receive cash flows from holding the financial assets, from
selling the assets or a combination of both.
(cid:129) Amortized costs − A financial asset is measured at amortized cost if it is held within a business model that has an objective
to hold financial assets to collect contractual cash flows; and the contractual terms of the financial asset result in cash
flows that meet the SPPI criteria. Items included in this category include cash and cash equivalents and accounts receivable.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 73
(cid:129) FVOCI − A financial asset is classified as FVOCI if it is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset result in cash
flows that are SPPI. Included in the FVOCI category is our investment in Euroclear, which was previously classified as
available for sale under IAS 39. There are no other financial assets classified as FVOCI.
(cid:129) All other financial assets are measured at FVTPL and consist of marketable securities owned and sold short.
The Company reclassifies financial assets only when its business approach for managing those assets changes.
Impairment − financial assets
The adoption of IFRS 9 changed the Company’s accounting for impairment loss for financial assets by replacing IAS 39’s incurred
loss approach with a forward-looking expected credit loss (ECL) approach. Under the ECL model, the Company has to record an
allowance for ECL either based on a 12-month ECL or on a lifetime ECL. ECLs are recognized on the following basis:
(cid:129) A maximum 12 month allowance for ECL is recognized from initial recognition, reflecting the portion of lifetime cash
shortfalls that would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default
occurring.
(cid:129) A lifetime ECL allowance is recognized if a significant increase in credit risk is detected subsequent to the instruments’ initial
recognition, reflecting lifetime cash shortfalls that would result over the expected life of a financial instrument.
(cid:129) A lifetime ECL allowance is recognized for credit-impaired financial instruments.
IFRS 9 also provides a simplified approach to ECLs for trade receivables that is based on the adoption of a valuation policy which
utilizes an entity’s historic loss experience by age banding, adjusted for forward-looking estimates and other considerations as
applicable.
The Company’s accounts receivables are classified as financial assets measured at amortized costs and are subject to the new
ECL model. Accounts receivable includes trade receivables from clients and brokers and dealers. All our corporate finance and
client receivables have a maturity of less than 12 months from initial recognition, therefore the allowance is limited to 12-month
ECLs. The Company established a valuation policy that is based on its historical credit loss experience adjusted for
forward-looking factors or other considerations as appropriate. The impact of the provision is not considered to have a significant
impact to our consolidated financial statements for the year ended March 31, 2019.
Hedge accounting
IFRS 9 offers greater flexibility to the types of transactions eligible for hedge accounting. As the Company currently does not have
any material position that qualifies for hedge accounting under IAS 39 and IFRS 9, the adoption of IFRS 9 does not have any
material impact on our consolidated financial statements for the year ended March 31, 2019.
IFRS 15, ‘‘Revenue from Contracts with Customers’’
On April 1, 2018, the Company adopted IFRS 15, ‘‘Revenue from Contracts with Customers’’ (IFRS 15), using the modified
retrospective approach. IFRS 15 replaces IAS 18, ‘‘Revenue’’ (IAS 18), and establishes a single five-step model framework for
determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer.
Under IFRS 15, the initial steps in revenue recognition are to identify the appropriate contracts with customers and define the
performance obligations in the contracts. Revenue is recognized when the performance obligations are satisfied, which is when
control of goods or services transfers to the customers. IFRS 15 also requires the transaction price to be allocated to each
separate performance obligation in proportion to stand-alone selling prices. In addition, variable consideration should only be
recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will
not occur.
The impact on adoption of IFRS 15 on the Company’s standard revenue contracts are as follows:
(cid:129) Commissions and fees − Commission and fees revenue consists of revenue generated through commission-based brokerage
services and the sale of fee-based products and services. As discussed above, IFRS 15 requires entities to recognize
revenue when control of goods or services transfers to the customers whereas IAS 18 required entities to recognize revenue
when the risk and rewards of the goods or services are transferred to the customers. The performance obligation for the
recognition of commission and fees revenue is satisfied through the settlement of trades for clients. There is no material
change in the amount or timing of revenue recognized under IFRS 15 compared to IAS 18 as the point of transfer of risk and
reward for services and transfer of control occur at the same time. Also included within commission and fees is revenue
earned in relation to the supply of the Company’s research, which is recognized over time in line with the satisfaction of the
performance obligation.
(cid:129) Investment banking − Investment banking revenue consists of underwriting fees and commissions earned on corporate
finance activities. There is no material impact on the recognition of investment banking revenue under IFRS 15 compared to
IAS 18. Under IAS 18, revenue was recognized upon closing of the underwriting mandate, which also represents completion
of the performance obligation under IFRS 15.
(cid:129) Advisory fees − Advisory fees consist of management and advisory fees, including fees from mergers and acquisition
activities. The performance obligation for the recognition of advisory fees revenue is met when the underlying transaction is
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
74 Notes to Consolidated Financial Statements
substantially completed under the engagement terms and the related revenue is reasonably determinable. In certain cases,
some fees are collected based on progress and do not correspond to the satisfaction of any discrete performance obligation.
Under IFRS 15, such payments may need to be deferred or recognized on an amortized basis until the performance
obligation is satisfied. The impact of this change on the opening retained earnings as of April 1, 2018 and for the year ended
March 31, 2019 is insignificant.
(cid:129) The following revenue types are excluded from the scope of IFRS 15: Principal trading revenue which consists of revenue
earned in connection with principal trading operations, interest revenue, as well as other revenue consisting of foreign
exchange gains or losses and revenue earned from our correspondent brokerage services.
NOTE 04
Future Changes in Accounting Policies
Standards issued but not yet effective
Standards issued, which may be reasonably expected to impact upon the Company’s financial statements, but which are not yet
effective are listed below.
IFRS 16, ‘‘Leases’’
In January 2016, the IASB issued IFRS 16, ‘‘Leases’’ (IFRS 16), which replaces IAS 17, ‘‘Leases’’ (IAS 17), with the key change
being that lessee accounting will eliminate the IAS 17 distinction between operating leases and finance leases, treating most
leases in the same manner as finance leases under IAS 17. The new standard requires lessees to recognize assets and liabilities
for most leases, other than leases eligible for low-value (less than USD $5,000) or short-term (12 months or less) exemption.
Where an arrangement meets the IFRS 16 definition of a lease, at the commencement a loan obligation for future lease payables
will be recognized together with an equal value non-current asset representing the right to use the underlying asset during the
lease term. In place of the lease rental expense in the consolidated statement of operations, lease costs will be recognized in the
form of depreciation of the right-of-use asset and interest on the lease liability. IFRS 16 also has the effect of skewing expenses
towards the earlier years of a lease (when the outstanding lease liability, and thus interest expense, is higher), although both the
total expense and cash flows during the life of a lease are identical under IFRS 16 and IAS 17.
The Company will implement IFRS 16 for its fiscal year ending March 31, 2020 and has elected to adopt IFRS 16 using the
modified retrospective method with no restatement of prior year comparatives. Upon adoption of IFRS 16 on April 1, 2019, the
Company is required to recognize both a right of use (ROU) asset and a corresponding lease liability for each lease (subject to the
low-value and short-term exemptions noted above). Lease liabilities will initially be calculated at the present value of expected
lease payments and a transition option allows for the recognition of a ROU asset at the same value. The Company is in the
process of finalizing its calculation of the right of use asset and corresponding lease liabilities to be recognized in the
consolidated statement of financial position upon adoption of IFRS 16.
NOTE 05
Summary of Significant Accounting Policies
TRANSLATION OF FOREIGN CURRENCY TRANSACTIONS AND FOREIGN SUBSIDIARIES
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional
currency. Each subsidiary of the Company determines its own functional currency, and items included in the financial statements
of each subsidiary are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Company and its subsidiaries at their respective functional
currencies using exchange rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated by the Company and its subsidiaries into their
respective functional currencies at the exchange rate in effect at the reporting date. All differences upon translation are
recognized in the consolidated statements of operations.
Non-monetary assets and liabilities denominated in foreign currencies are translated by the Company and its subsidiaries into
their respective functional currencies at historical rates. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates in effect at the date when the fair value is determined.
Translation of foreign subsidiaries
Assets and liabilities of foreign subsidiaries with a functional currency other than the Canadian dollar are translated into Canadian
dollars at rates prevailing at the reporting date, and income and expenses are translated at average exchange rates prevailing
during the period. Unrealized gains or losses arising as a result of the translation of the foreign subsidiaries are recorded in
accumulated other comprehensive income (loss). On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognized in the consolidated statements of operations.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 75
The Company also has monetary assets and liabilities that are receivable or payable from a foreign operation. If settlement of the
receivable or payable is neither planned nor likely to occur in the foreseeable future, the differences upon translation are
recognized in accumulated other comprehensive income (loss) as these receivables and payables form part of the net investment
in the foreign operation.
INTANGIBLE ASSETS
Identifiable intangible assets acquired separately are measured on initial recognition at cost. The cost of identifiable intangible
assets acquired in a business combination is equal to their fair value as at the date of acquisition. Following initial recognition,
identifiable intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The
amortization of intangible assets is recognized in the consolidated statements of operations as part of amortization expense.
The useful lives of identifiable intangible assets are assessed to be either finite or indefinite. Identifiable intangible assets with
finite lives are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the
identifiable intangible asset may be impaired. The amortization period and the amortization method for an identifiable intangible
asset are reviewed at least annually, at each financial year end.
Identifiable intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually.
Identifiable intangible assets purchased through the acquisitions of Genuity Capital Markets (Genuity), the 80% interest in
Canaccord Genuity (Australia) Limited (Canaccord Genuity Australia), Collins Stewart Hawkpoint plc (CSHP), Eden Financial,
Hargreave Hale, McCarthy Taylor and Petsky Prunier are customer relationships, non-competition agreements, trading licenses,
fund management contract and technology, which have finite lives and are amortized on a straight-line basis over their estimated
useful lives. Branding acquired through the acquisition of Genuity is considered to have an indefinite life, as it will provide benefit
to the Company over a continuous period. Software under development or acquired is amortized over its useful life once the asset
is available for use. The estimated amortization periods of the amortizable intangible assets are as follows:
Brand names
Customer relationships
Non-competition agreements
Technology
Fund management contract
Contract book
Favourable lease
Genuity
indefinite
11 years
5 years
n/a
n/a
n/a
n/a
Canaccord Genuity
Australia
Acquired in business combinations
Hargreave
Eden
Hale
Financial
CSHP
McCarthy
Taylor
Internally
developed or acquired
Petsky
Prunier
Software
n/a
n/a
n/a
n/a
11.5 to
n/a
3 years
5 years
8 to 24 years
8 years
12.5 years 12.8 years
4.5 years
n/a
n/a
n/a
n/a
n/a
3 years
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a 10.5 years
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0.9 years
2.5 years
n/a
n/a
n/a
10 years
n/a
n/a
n/a
Internally developed or acquired software
Expenditures towards the development or acquisition of projects are recognized as intangible assets when the Company can
demonstrate that the technical feasibility of the assets for use has been established. The assets are carried at cost less any
accumulated amortization and accumulated impairment losses in accordance with IAS 38, ‘‘Intangible Assets’’. Capitalized costs
are expenditures directly attributable to the software development, such as employment, consulting or professional fees.
Amortization of the assets begins when development is complete, and the assets are available for use. The assets are amortized
over the period of expected future benefit.
IMPAIRMENT OF NON-FINANCIAL ASSETS
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of the FVLCS and the value-in-use of a particular asset or CGU. The recoverable amount
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount, and the impairment is recognized in the consolidated
statements of operations.
In assessing FVLCS, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. The Company bases its
impairment calculation on annual budget calculations, which are prepared separately for each of the Company’s CGUs to which the
individual assets are allocated. These budget calculations generally cover a period of five years. A long-term growth rate is then
calculated and applied to project future cash flows after the fifth year.
Impairment losses are recognized in the consolidated statements of operations.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
76 Notes to Consolidated Financial Statements
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognized impairment losses no longer exist or have decreased. If such an indication exists, the Company estimates
the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in
the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal
is limited so that the carrying amount of the asset does not exceed its recoverable amount, or exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such
reversal is recognized in the consolidated statements of operations.
The following assets have specific characteristics for impairment testing:
Goodwill
Goodwill is tested for impairment annually as at March 31 and when circumstances indicate that the carrying value may be
impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment
losses relating to goodwill cannot be reversed in future periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as at March 31 at the CGU level and when
circumstances indicate that the carrying value may be impaired.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on deposit, commercial paper and bankers’ acceptances with a term to maturity of
less than three months from the date of purchase, which are subject to an insignificant risk of changes in value.
FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
[i] Financial assets
Initial recognition and measurement
On initial recognition, financial assets are classified as instruments measured at amortized cost, fair value through other
comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). The classification is based on two criteria: the
Company’s business approach for managing the financial assets; and whether the instruments’ contractual cash flows result in
cash flows that are solely payments of principal and interest on the principal amount outstanding (the SPPI criterion).
The business approach considers whether the Company’s objective is to receive cash flows from holding the financial assets, from
selling the assets or a combination of both.
Classification and subsequent measurement
Financial assets classified as fair value through profit and loss (FVTPL)
Financial assets are classified as FVTPL when they either fail the contractual cash flow test or are held in a business model in
which the aim is to realize the asset’s value through a short-term sale. Financial assets at FVTPL are stated at fair value, with any
resulting gain or loss recognized in the statement of operations. The net gain or loss recognized in the statement of operations
includes any dividend or interest earned on the financial asset. Financial assets measured at FVTPL consist of marketable
securities owned and sold short.
The Company periodically evaluates the classification of its financial assets classified as FVTPL based on whether the intent to
sell the financial assets in the near term is still appropriate. If the Company is unable to trade these financial assets due to
inactive markets or if management’s intent to sell them in the foreseeable future significantly changes, the Company may elect to
reclassify these financial assets in rare circumstances.
Financial assets classified as fair value through other comprehensive income (FVOCI)
A financial asset is classified as FVOCI if it is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the contractual terms of the financial asset result in cash flows that meet
the SPPI criteria. Included in the FVOCI category is our investment in Euroclear, which was previously classified as available for
sale under IAS 39. There are no other financial assets classified as FVOCI.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 77
Financial assets classified as amortized costs
A financial asset is measured at amortized cost if it is held within a business model that has an objective to hold financial assets
to collect contractual cash flows and the contractual terms of the financial asset result in cash flows that meet the SPPI criteria.
Items included in this category include cash and cash equivalents and accounts receivable.
Under IAS 39, the Company classified its financial instruments as fair value through profit or loss, available for sale, held to
maturity and loans and receivables. Financial assets classified as fair value through profit or loss included financial assets held
for trading and financial assets designated upon initial recognition as fair value through profit or loss with unrealized gains
(losses) recognized in the consolidated statements of operations. Available for sale assets were measured at fair value, with
subsequent changes in fair value recorded in other comprehensive income, net of tax, until the assets are sold or impaired, at
which time the difference is recognized in net income for the year. Financial assets classified as loans and receivables and held to
maturity were measured at amortized cost using the effective interest rate (EIR) method, less impairment. The Company did not
have any held to maturity investments during the year ended March 31, 2018.
The Company reclassifies financial assets only when its business approach for managing those assets changes.
Impairment of financial assets
The Company’s accounts receivables are classified as financial assets measured at amortized cost and are subject to the ECL
model. Accounts receivable includes trade receivables from clients and brokers and dealers. All our corporate finance and client
receivables have a maturity of less than 12 months from initial recognition, therefore the allowance is limited to 12-month ECLs.
The Company established a valuation policy that is based on its historical credit loss experience adjusted for forward-looking
factors or other considerations as appropriate. The impact of the provision is not considered to have a significant impact to our
audited consolidated financial statements for the year ended March 31, 2019. Under IAS 39, Company assessed at each
reporting date whether there is objective evidence that financial assets classified as available for sale or as loans and receivables
were impaired. A financial asset or group of financial assets was deemed to be impaired if there was objective evidence of
impairment as a result of one or more events that occurred since the initial recognition of the asset.
Derecognition
A financial asset is derecognized primarily when the rights to receive cash flows from the asset have expired, or the Company has
transferred its right to receive cash flows from the asset.
[ii] Financial liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value and classified as either FVTPL or other financial liabilities.
Classification and subsequent measurement
Financial liabilities classified as fair value through profit or loss
Financial liabilities classified as fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as fair value through profit or loss. Financial liabilities are classified as held for trading if they
are acquired for the purpose of selling in the near term. Gains or losses on liabilities held for trading are recognized in the
statements of operations. The Company has not designated any financial liabilities as fair value through profit or loss that would
not otherwise meet the definition of fair value through profit or loss upon initial recognition. Bank indebtedness, securities sold
short, including derivative financial instruments, contingent and deferred considerations are classified as held for trading and
recognized at fair value.
Financial liabilities classified as amortized costs
After initial recognition, financial liabilities classified as other financial liabilities are subsequently measured at amortized cost
using the effective interest rate method. Gains and losses are recognized in the statements of operations. Financial liabilities
classified as amortized costs include accounts payable and accrued liabilities, bank loan and subordinated debt. The carrying
value of other financial liabilities approximates their fair value.
[iii] Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial
position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to
settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
[iv] Derivative financial instruments
Derivative financial instruments are financial contracts, the value of which is derived from the value of the underlying assets,
interest rates, indices or currency exchange rates.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
78 Notes to Consolidated Financial Statements
The Company uses derivative financial instruments to manage foreign exchange risk on pending security settlements in foreign
currencies. The fair value of these contracts is nominal due to their short term to maturity.
Realized and unrealized gains and losses related to these contracts are recognized in the consolidated statements of operations
during the reporting period.
The Company trades in futures contracts, which are agreements to buy or sell standardized amounts of a financial instrument at a
predetermined future date and price, in accordance with terms specified by a regulated futures exchange, and subject to daily
cash margining. The Company trades in futures in an attempt to mitigate interest rate risk, yield curve risk and liquidity risk.
The Company also trades in forward contracts, which are non-standardized contracts to buy or sell a financial instrument at a
specified price on a future date. The Company trades in forward contracts in an attempt to mitigate foreign exchange risk on
pending security settlements in foreign currencies.
FAIR VALUE MEASUREMENT
The Company measures financial instruments at fair value at each reporting period. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The
fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place
either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for
the asset or liability.
When available, quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions),
without any deduction for transaction costs, are used to determine fair value. For financial instruments not traded in an active
market, the fair value is determined using appropriate and reliable valuation techniques. Such techniques may include recent
arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same;
discounted cash flow analysis or other valuation models. Valuation techniques may require the use of estimates or management
assumptions if observable market data is not available. When the fair value cannot be reliably measured using a valuation
technique, then the financial instrument is measured at cost.
The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used
by the Company’s valuation techniques. A level is assigned to each fair value measured based on the lowest level input significant
to the fair value measurement in its entirety [Note 7]. For assets and liabilities that are recognized in the consolidated financial
statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the
end of each reporting period.
The convertible unsecured senior subordinated debentures are classified as compound financial instruments. On initial
recognition, the fair value of the liability was calculated based on the present value of future cash flows under the instruments,
discounted at 7%, [March 31, 2018 − 8%] being equal to the rate of interest applied by the market at the time of issue to
instruments of comparable credit status and future cash flows, without the conversion feature. The residual amount is recorded
as a component of shareholders’ equity.
SECURITIES OWNED AND SOLD SHORT
Securities owned and sold short are recorded at fair value based on quoted market prices in an active market or a valuation
model if no market prices are available. Unrealized gains and losses are reflected in income. Certain securities owned have been
pledged as collateral for securities borrowing transactions. Securities owned and sold short are classified as held for trading
financial instruments.
SECURITIES LENDING AND BORROWING
The Company employs securities lending and borrowing activities primarily to facilitate the securities settlement process. These
arrangements are typically short term in nature, with interest being received when cash is delivered, and interest being paid when
cash is received. The value of collaterals for securities borrowed, and securities loaned are carried at the amounts of cash
collateral delivered and received in connection with the transactions.
Securities borrowed transactions require the Company to deposit cash, letters of credit or other collateral with the lender. For
securities loaned, the Company receives collateral in the form of cash or other collateral in an amount generally in excess of the
market value of the securities loaned. The Company monitors the fair value of the securities loaned and borrowed against the
cash collateral on a daily basis and, when appropriate, the Company may require counterparties to deposit additional collateral or
it may return collateral pledged to ensure such transactions are adequately collateralized.
Securities purchased under agreements to resell and securities sold under agreements to repurchase represent collateralized
financing transactions. The Company receives securities purchased under agreements to resell, makes delivery of securities sold
under agreements to repurchase, monitors the market value of these securities on a daily basis and delivers or obtains additional
collateral as appropriate.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 79
The Company manages its credit exposure by establishing and monitoring aggregate limits by customer for these transactions.
Interest earned on cash collateral is based on a floating rate.
SECURITIES PURCHASED UNDER REVERSE REPURCHASE AGREEMENTS AND OBLIGATIONS RELATED TO SECURITIES SOLD
UNDER REPURCHASE AGREEMENTS
The Company recognizes these transactions on the trade date at amortized cost using the effective interest rate method.
Securities sold and purchased under repurchase agreements remain on the consolidated statement of financial position. Reverse
repurchase agreements and repurchase agreements are treated as collateralized lending and borrowing transactions.
REVENUE RECOGNITION
Revenue is recognized either at a point in time when a single performance obligation is satisfied at once or over the period of time
when a performance obligation is received and utilized by the customer over that period. The Company assesses its revenue
arrangements in order to determine if it is acting as principal or agent. The main types of revenue contracts are as follows:
Commissions and fees revenue consists of revenue generated through commission-based brokerage services, recognized on a
trade date basis, and the sale of fee-based products and services, recognized on an accrual basis. Realized and unrealized gains
and losses on securities purchased for client-related transactions are reported as net facilitation losses and recorded net of
commission revenue. Facilitation losses for the year ended March 31, 2019 were $6.4 million [2018 − $8.4 million].
Commissions are recognized at a point in time (trade date) as the performance obligation is satisfied.
Investment banking revenue consists of underwriting fees and commissions earned on corporate finance activities. The act of
underwriting the securities is the sole performance obligation and revenue is recognized at the point in time when the underwriting
transaction is complete.
Advisory fees consist of ongoing management and advisory fees that are recognized over the period of time that this performance
obligation is delivered. Also included in advisory fees is revenue from mergers and acquisitions activities, which is recognized at
the point in time when the underlying transaction is substantially completed under the engagement terms and it is probable that a
significant revenue reversal will not occur.
Principal trading revenue consists of income earned in connection with principal trading operations and is outside the scope of
IFRS 15.
Interest revenue consists of interest earned on client margin accounts, interest earned on the Company’s cash, interest earned on
cash delivered in support of securities borrowing activity, and dividends earned on securities owned. Interest and dividend revenue
is outside the scope of IFRS 15.
Other revenue includes foreign exchange gains or losses, revenue earned from correspondent brokerage services and
administrative fee revenue.
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Computer equipment, furniture and equipment, and leasehold improvements are recorded at cost less accumulated amortization.
Amortization is being recorded as follows:
Computer equipment
Furniture and equipment
Leasehold improvements
Straight-line over useful life
Straight-line over useful life
Straight-line over the shorter of useful life and respective term of the leases
An item of property, plant and equipment, and any specific part initially recognized, is derecognized upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
consolidated statements of operations when the asset is derecognized.
The assets’ residual values, useful lives and methods of amortization are reviewed at each financial year end, and are adjusted
prospectively where appropriate.
INCOME TAXES
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively
enacted, at the reporting date, in the countries where the Company operates and generates taxable income.
Management periodically evaluates positions taken in the Company’s tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
80 Notes to Consolidated Financial Statements
Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of
operations.
Deferred tax
Deferred taxes are accounted for using the liability method. This method requires that deferred taxes reflect the expected deferred
tax effect of temporary differences at the reporting date between the carrying amounts of assets and liabilities for financial
statement purposes and their tax bases.
Deferred tax liabilities are recognized for all taxable temporary differences, except for taxable temporary differences associated
with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and carryforward of
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carryforward of unused tax credits and unused tax losses, can be utilized. The carrying amounts of deferred
tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are assessed at
each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
No deferred tax liability has been recognized for taxable temporary differences associated with investments in subsidiaries from
undistributed profits and foreign exchange translation differences as the Company is able to control the timing of the reversal of
these temporary differences. The Company has no plans or intention to perform any actions that will cause the temporary
differences to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is
realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
the reporting period. Deferred tax is charged or credited in the statements of operations except where it relates to items that may
be credited directly to equity, in which case the deferred tax is recognized directly against equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation
authority on the same taxable entity.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax, except where the amount of sales tax incurred is
not recoverable from the tax authority. In these circumstances, sales tax is recognized as part of the cost of acquisition of the
asset or as part of an item of the expense. The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of accounts receivable or accounts payable in the consolidated statements of financial position.
TREASURY SHARES
The Company’s own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. This
includes shares held in the employee benefits trusts and unvested share purchase loans and preferred shares held in treasury.
No gain or loss is recognized in the statements of operations on the purchase, sale, issue or cancellation of the Company’s own
equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in contributed
surplus. Voting rights related to treasury shares are nullified for the Company and no dividends are allocated to them.
EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share is computed by dividing the net income (loss) attributable to common shareholders for
the period by the weighted average number of common shares outstanding. Diluted earnings per common share reflects the
dilutive effect in connection with the LTIP, warrants, other share-based payment plans as well as the convertible debentures based
on the treasury stock method. The treasury stock method determines the number of incremental common shares by assuming
that the number of shares the Company has granted to employees has been issued.
SHARE-BASED PAYMENTS
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions,
whereby employees render services as consideration for equity instruments (equity-settled transactions). The participating
employees are eligible to receive shares that generally vest over three years (the ‘‘RSUs’’). This program is referred to as the
Long-Term Incentive Plan (the ‘‘LTIP’’ or the ‘‘Plan’’).
Independent directors also receive deferred share units (DSUs) as part of their remuneration, which can only be settled in cash
(cash-settled transactions). Certain executives may also receive performance stock options (PSOs) as part of their remuneration.
Beginning for the year ended March 31, 2018, certain senior executives receive performance share units (PSUs) as part of their
remuneration, which can only be settled in cash (cash-settled transactions).
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 81
The dilutive effect, if any, of outstanding options and share-based payments is reflected as additional share dilution in the
computation of diluted earnings per common share.
Equity-settled transactions
For equity-settled transactions, the Company measures the fair value of share-based awards as of the grant date.
Effective as of March 31, 2018, the Plan was changed to remove certain employment-related conditions for the vesting of RSU
awards made as part of the normal course incentive compensation payment cycle. With the change, RSUs will continue to vest
after termination of employment so long as the employee does not violate certain post-termination restrictions and is not engaged
in certain competitive or soliciting activities as provided in the Plan. Because of this change, the Company determined that the
awards do not meet the criteria for an in-substance service condition, as defined by IFRS 2. Accordingly, RSUs granted as part of
the normal course incentive compensation payment cycle are expensed in the period in which those awards are deemed to be
earned with a corresponding increase in contributed surplus, which is generally the fiscal period in which the awards are either
made or the immediately preceding fiscal year for those awards made after the end of such fiscal year but determined and earned
in respect of that fiscal year.
For certain awards, typically new hire awards or retention awards, vesting is subject to continued employment and therefore these
awards are subject to a continuing service requirement. Accordingly, the Company recognizes the cost of such awards as an
expense on a graded basis over the applicable vesting period with a corresponding increase in contributed surplus.
The Company estimates the number of equity instruments that will ultimately vest when calculating the expense attributable to
equity-settled transactions. No expense is recognized for awards that do not ultimately vest.
When share-based awards vest, contributed surplus is reduced by the applicable amount and share capital is increased by the
same amount.
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value at the grant date. The fair values of DSUs and PSUs are
expensed upon grant, as there are no vesting conditions (Note 21). The liability is remeasured to fair value at each reporting date
up to and including the settlement date, with changes in fair value recognized through the statements of operations.
PROVISIONS
Provisions are recognized when the Company has a present obligation as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. The expense relating to any provision is presented in the statements of operations net of any
reimbursement. If the effect of the time value of money is significant, provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as an interest expense.
Legal provisions
Legal provisions are recognized when it is probable that the Company will be liable for the future obligation as a result of a past
event related to legal matters and when they can be reasonably estimated.
Restructuring provisions
Restructuring provisions are only recognized when the recognition criteria for provisions are fulfilled. In order for the recognition
criteria to be met, the Company needs to have in place a detailed formal plan about the business or part of the business
concerned, the location and number of employees affected, a detailed estimate of associated costs and an appropriate timeline.
In addition, either the personnel affected must have a valid expectation that the restructuring is being carried out or the
implementation must have been initiated. The restructuring provision recognized includes staff restructuring costs, reorganization
expenses, onerous lease provisions and impairment of equipment and leasehold improvements.
LEASES
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the
inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement
conveys a right to use the asset, even if that right is not explicitly specified in an arrangement. The Company has assessed its
lease arrangements and concluded that the Company only has leases that have the characteristics of an operating lease. An
operating lease is a lease that does not transfer substantially all of the risks and benefits and ownership of an asset to the
lessee. Operating lease payments are recognized as an expense in the statements of operations on a straight-line basis over the
lease term.
CLIENT MONEY
The Company’s UK & Europe operations hold money on behalf of their clients in accordance with the client money rules of the
Financial Conduct Authority in the United Kingdom. Such money and the corresponding liabilities to clients are not included in the
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
82 Notes to Consolidated Financial Statements
consolidated statements of financial position as the Company is not beneficially entitled thereto. The amounts held on behalf of
clients at the reporting date are included in Note 25.
SEGMENT REPORTING
The Company’s segment reporting is based on the following operating segments: Canaccord Genuity Capital Markets, Canaccord
Genuity Wealth Management and Corporate and Other. The Company’s business operations are grouped into the following
geographic regions: Canada, UK, Europe and Dubai, Australia, the US, and Other Foreign Locations which is comprised of our Asian
operations.
NOTE 06
Securities Owned and Securities Sold Short
Corporate and government debt
Equities and convertible debentures
Securities
owned
364,546
325,953
690,499
$
$
March 31, 2019
Securities sold
short
$
$
262,720
110,699
373,419
$
$
Securities
owned
254,671
214,546
469,217
March 31, 2018
Securities sold
short
$
$
220,792
80,214
301,006
As at March 31, 2019, corporate and government debt maturities range from 2019 to 2098 [March 31, 2018 − 2018 to 2098]
and bear interest ranging from 0.00% to 14.00% [March 31, 2018 − 0.00% to 14.00%].
NOTE 07
Financial Instruments
CATEGORIES OF FINANCIAL INSTRUMENTS
The categories of financial instruments, other than cash and cash equivalents and bank indebtedness, as well as investment
accounted for under the equity method, held by the Company at March 31, 2019 and 2018 are as follows:
Fair value through
profit and loss
Fair value through
other
comprehensive
income
Amortized
costs
Total
March 31,
2019
March 31,
2018
March 31,
2019
March 31,
2018
March 31,
2019
March 31,
2018
March 31,
2019
March 31,
2018
$ 683,920 $ 462,774 $
6,579 $
6,443 $
— $
— $ 690,499 $
469,217
—
—
—
—
3,993
—
—
—
—
—
$ 687,913 $ 462,774 $
$ 373,419 $ 301,006 $
—
—
—
—
—
22,225
108,319
—
—
—
—
—
—
—
—
9,997
49,844
—
—
—
$ 503,963 $ 360,847 $
—
—
—
—
—
6,579 $
— $
—
—
—
—
—
—
—
—
—
—
— $
— 1,498,516
530,933
—
328,528
—
298,687
—
—
—
1,405,380
333,434
330,369
146,654
—
6,443 $ 2,656,664 $2,215,837 $ 3,351,156 $ 2,685,054
1,405,380
333,434
330,369
146,654
—
1,498,516
530,933
328,528
298,687
3,993
— $
— $ 373,419 $
301,006
— $
1,051,546
— 1,166,550
1,228,201
— 1,499,390
359,207
457,825
—
7,500
7,500
—
57,081
127,225
—
9,997
—
—
49,844
—
—
—
5,832
—
—
1,741
—
—
71,437
59,664
— $ 3,325,727 $2,774,972 $ 3,829,690 $ 3,135,819
1,051,546
1,228,201
359,207
7,500
57,081
—
—
—
—
71,437
1,166,550
1,499,390
457,825
7,500
127,225
22,225
108,319
5,832
1,741
59,664
Financial assets
Securities owned
Accounts receivable from brokers and investment
dealers
Accounts receivable from clients
RRSP cash balances held in trust
Other accounts receivable
Investments
Total financial assets
Financial liabilities
Securities sold short
Accounts payable to brokers and investment dealers
Accounts payable to clients
Other accounts payable and accrued liabilities
Subordinated debt
Convertible debentures
Deferred consideration
Contingent consideration
Promissory note
Other long-term liability
Bank loan
Total financial liabilities
The Company has not designated any financial instruments as fair value through profit or loss upon initial recognition using the
fair value option.
FAIR VALUE HIERARCHY
All financial instruments for which fair value is recognized or disclosed are categorized within a fair value hierarchy, described as
follows, and based on the lowest level input that is significant to the fair value measurement as a whole:
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 83
Level 1 − Quoted market prices in an active market (that are unadjusted) 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)
For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
84 Notes to Consolidated Financial Statements
As at March 31, 2019 and 2018, the Company held the following classes of financial instruments measured at fair value:
March 31, 2019
Level 1
Estimated fair value
March 31, 2019
Level 2
$
79,642
$
— $
79,642
$
284,904
364,546
325,683
270
325,953
690,499
3,993
694,492
(6,613)
(256,107)
(262,720)
(110,699)
—
(110,699)
(373,419)
(22,225)
(108,319)
(503,963)
49,946
49,946
262,641
—
262,641
312,587
—
234,958
314,600
62,991
270
63,261
377,861
—
312,587
377,861
—
(54,852)
(54,852)
(94,797)
—
(94,797)
(149,649)
—
—
(6,613)
(201,255)
(207,868)
(15,902)
—
(15,902)
(223,770)
—
—
(149,649)
(223,770)
Estimated fair value
March 31, 2018
Level 3
—
—
—
51
—
51
51
3,993
4,044
—
—
—
—
—
—
—
(22,225)
(108,319)
(130,544)
March 31, 2018
Level 1
Level 2
Level 3
$
13,794
$
— $
13,794
$
240,877
254,671
214,086
460
214,546
469,217
(4,836)
(215,956)
(220,792)
(79,011)
(1,203)
(80,214)
(301,006)
(9,997)
(49,844)
30,593
30,593
165,546
—
165,546
196,139
—
(34,388)
(34,388)
(66,714)
—
(66,714)
(101,102)
—
—
210,284
224,078
48,404
460
48,864
272,942
(4,836)
(181,568)
(186,404)
(12,297)
(1,203)
(13,500)
(199,904)
—
—
(360,847)
(101,102)
(199,904)
—
—
—
136
—
136
136
—
—
—
—
—
—
—
(9,997)
(49,844)
(59,841)
Securities owned
Corporate debt
Government debt
Corporate and government debt
Equities
Convertible debentures
Equities and convertible debentures
Investments
Securities sold short
Corporate debt
Government debt
Corporate and government debt
Equities
Convertible debentures
Equities and convertible debentures
Deferred considerations
Contingent consideration
Securities owned
Corporate debt
Government debt
Corporate and government debt
Equities
Convertible debentures
Equities and convertible debentures
Securities sold short
Corporate debt
Government debt
Corporate and government debt
Equities
Convertible debentures
Equities and convertible debentures
Deferred considerations
Contingent consideration
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 85
Movement in net Level 3 financial liabilities
Balance, March 31, 2017
Other
Addition of deferred consideration in connection with acquisition of Hargreave Hale Limited
Addition of contingent consideration in connection with acquisition of Hargreave Hale Limited
Balance, March 31, 2018
Addition of contingent consideration in connection with acquisition of Jitneytrade Inc. and Finlogik Inc. [Note 12]
Addition of deferred consideration in connection with acquisition of Jitneytrade Inc and Finlogik Inc. [Note 12]
Addition of contingent consideration in connection with acquisition of McCarthy Taylor [Note 12]
Addition of contingent consideration in connection with acquisition of Petsky Prunier [Note 12]
Addition of deferred consideration in connection with acquisition of Petsky Prunier [Note 12]
Partial settlement of deferred consideration in connection with acquisition of Hargreave Hale Limited
Purchase of investments [Note 10]
Foreign exchange revaluation
Balance, March 31, 2019
$
$
142
(6)
(9,997)
(49,844)
(59,705)
(4,000)
(744)
(3,052)
(53,044)
(13,261)
1,470
4,063
1,773
$
(126,500)
In addition to the deferred and contingent consideration in connection with the acquisition of Hargreave Hale Limited during the
year ended March 31, 2018 included as Level 3 financial liabilities, there was $4.7 million of contingent and deferred
considerations included as part of the total purchase consideration for the acquisition of Jitneytrade Inc. and Finlogik Inc. directly
and indirectly through the purchase of Finlogik Capital Inc. (collectively referred to as ‘‘Jitneytrade’’). As part of the purchase
consideration for the acquisition of McCarthy Taylor Ltd., contingent consideration of $3.1 million was recorded during the year
ended March 31, 2019. The deferred and contingent consideration in connection with the acquisition of Petsky Prunier were
$13.3 million and $53.0 million, respectively. The contingent and deferred considerations will be settled in cash. Any subsequent
gains or losses are recognized in earnings.
During the year ended March 31, 2019, the Company also invested $4.1 million in Family Office Networks Inc. (FON) and Capital
Markets Gateway Inc. (CMG) which have been included as Level 3 financial instruments given the investments do not have any
observable inputs or market indicators. (Note 10).
Fair value estimation
i.
Level 2 financial instruments
Level 2 financial instruments include the Company’s investment in certain corporate and government debt, convertible debt and
over-the-counter equities. The fair values of corporate and government debt and convertible debt classified as Level 2 are
determined using the quoted market prices of identical assets or liabilities in markets that do not have transactions which take
place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company regularly reviews the
transaction frequency and volume of trading in these instruments to determine the accuracy of pricing information.
Level 2 financial instruments also include the Company’s investment in Euroclear, which has an estimated fair value of
$6.6 million (€4.4 million) as at March 31, 2019 [March 31, 2018 − $6.4 million (€4.1 million)]. The current fair value is
determined using a market-based approach based on recent share buyback transactions. This investment is classified as a
financial asset measured at fair value through other comprehensive income.
ii.
Level 3 financial instruments
Held for Trading
The fair value for Level 3 investments classified as held for trading is determined by the Company using a market-based approach
with information that the Company has determined to be reliable, and represents the best estimate of fair value readily available.
Prices for held for trading investments are determined based on the last trade price or offer price, or, if these prices are
considered stale, the Company obtains information based on certain inquiries, recent trades or pending new issues. The fair value
of the held for trading investments as at March 31, 2019 was $0.1 million [March 31, 2018 − $0.1 million].
During the year ended March 31, 2019, the Company invested $4.1 million in FON and CMG which have been classified as Level 3
financial instruments given the investments do not have any observable inputs or market indicators [Note 10].
Level 3 financial liabilities also include the deferred and contingent considerations included as part of the total purchase
consideration for the acquisitions of Hargreave Hale, Jitneytrade, McCarthy Taylor and Petsky Prunier [Note 12]. The fair value for
these financial liabilities approximate their carrying value as of March 31, 2019.
The fair value measurements determined as described above may not be indicative of net realizable value or reflective of future
values. Furthermore, the Company believes its valuation methods are appropriate and consistent with those which would be
utilized by a market participant.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
86 Notes to Consolidated Financial Statements
RISK MANAGEMENT
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Credit risk arises from cash
and cash equivalents, net receivables from clients and brokers and investment dealers, and other accounts receivable. The
maximum exposure of the Company to credit risk before taking into account any collateral held or other credit enhancements is
the carrying amount of financial assets as disclosed in the Company’s audited consolidated financial statements as at March 31,
2019 and 2018.
The primary source of credit risk to the Company is in connection with trading activity by private clients and private client margin
accounts. To minimize its exposure, the Company applies certain credit standards, applies limits to transactions and requires
settlement of securities transactions on a cash basis or delivery against payment. Margin transactions are collateralized by
securities in the clients’ accounts in accordance with limits established by the applicable regulatory authorities and are subject to
the Company’s credit review and daily monitoring procedures. Management monitors the collectability of receivables and
estimates an allowance for doubtful accounts. The accounts receivable outstanding are expected to be collectible within one year.
The Company has recorded an allowance for doubtful accounts of $4.2 million as at March 31, 2019 [March 31, 2018 −
$3.4 million] [Note 9].
The Company is also exposed to the risk that counterparties to transactions will not fulfill their obligations. Counterparties
primarily include investment dealers, clearing agencies, banks and other financial institutions. The Company does not rely entirely
on ratings assigned by credit rating agencies in evaluating counterparty risk. The Company mitigates credit risk by performing its
own due diligence assessments on the counterparties, obtaining and analyzing information regarding the structure of the financial
instruments, and keeping current with new innovations in the market. The Company also manages this risk by conducting regular
credit reviews to assess creditworthiness, reviewing security and loan concentrations, holding and marking to market collateral on
certain transactions and conducting business through clearing organizations with performance guarantees.
As at March 31, 2019 and 2018, the Company’s most significant counterparty concentrations were with financial institutions and
institutional clients. Management believes that they are in the normal course of business and does not anticipate loss for
non-performance.
Liquidity risk
Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they become due. The
Company’s management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial
obligations as they become due, as well as ensuring adequate funds exist to support business strategies and operational growth.
The Company’s business requires capital for operating and regulatory purposes. The current assets reflected on the statements of
financial position are highly liquid. The majority of the positions held as securities owned are readily marketable and all are
recorded at their fair value. Client receivables are generally collateralized by readily marketable securities and are reviewed daily
for impairment in value and collectability. Receivables and payables from brokers and dealers represent the following: current
open transactions that generally settle within the normal three-day settlement cycle; collateralized securities borrowed and/or
loaned in transactions that can be closed within a few days on demand; and balances on behalf of introducing brokers
representing net balances in connection with their client accounts. Additional information regarding the Company’s capital
structure and capital management objectives is discussed in Note 24.
The following table presents the contractual terms to maturity of the financial liabilities owed by the Company as at March 31,
2019 and March 31, 2018, respectively:
Financial liability
Bank indebtedness
Securities sold short
Accounts payable and accrued liabilities
Subordinated debt
Convertible debentures
Current portion of bank loan
Bank loan
Contingent consideration
Deferred consideration
Promissory note
Other long-term liability
Carrying amount
Contractual term to maturity
March 31, 2019
March 31, 2018
$
9,639
$
—
373,419
3,123,765
301,006
2,638,954
7,500
127,225
9,294
50,370
108,319
22,225
5,832
1,741
7,500
57,081
9,679
61,758
49,844
9,997
—
—
Due on demand
Due on demand
Due within one year
Due on demand(1)
Due in December 2023
Due within one year
2020 to 2021
2020 to 2023
2020 to 2022
February 2020
March 2023
(1) Subject to Investment Industry Regulatory Organization of Canada’s approval.
The fair values for cash, accounts receivable and accounts payable and accrued liabilities approximate their carrying values and
will be paid within 12 months.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 87
Market risk
Market risk is the risk that the fair value of financial instruments will fluctuate because of changes in market prices. The Company
separates market risk into three categories: fair value risk, interest rate risk and foreign exchange risk.
Fair value risk
When participating in underwriting activities, the Company may incur losses if it is unable to resell the securities it is committed to
purchase or if it is forced to liquidate its commitment at less than the agreed upon purchase price. The Company is also exposed
to fair value risk as a result of its principal trading activities in equity securities, fixed income securities, and derivative financial
instruments. Securities at fair value are valued based on quoted market prices where available and, as such, changes in fair value
affect earnings as they occur. Fair value risk also arises from the possibility that changes in market prices will affect the value of
the securities the Company holds as collateral for client margin accounts. The Company mitigates its fair value risk exposure
through controls to limit concentration levels and capital usage within its inventory trading accounts, as well as through monitoring
procedures of the margin accounts.
The following table summarizes the effect on earnings as a result of a fair value change in financial instruments as at March 31,
2019 and March 31, 2018, respectively. This analysis assumes all other variables remain constant. The methodology used to
calculate the fair value sensitivity is consistent with the prior year.
Financial instrument
Equities and convertible
debentures owned
Equities and convertible
debentures sold short
Effect of a
10% increase in
fair value on
net income
March 31, 2019
Effect of a
10% decrease in
fair value on
net income
Effect of a
10% increase in
fair value on
net income
March 31, 2018
Effect of a
10% decrease in
fair value on
net income
Carrying value
Asset (Liability)
Carrying value
Asset (Liability)
319,374
11,338
(11,338)
208,103
8,584
(8,584)
(110,699)
(3,930)
3,930
(80,214)
(3,308)
3,308
The following table summarizes the effect on other comprehensive income (OCI) as a result of a fair value change in the financial
instruments classified as fair value through other comprehensive income. This analysis assumes all other variables remain
constant and there is no permanent impairment. The methodology used to calculate the fair value sensitivity is consistent with the
prior year.
Financial instrument
Carrying value
Equities held within securities
Effect of a
10% increase in
fair value
on OCI
March 31, 2019
Effect of a
10% decrease in
fair value
on OCI
Effect of a
10% increase in
fair value
on OCI
March 31, 2018
Effect of a
10% decrease in
fair value
on OCI
Carrying value
owned
$
6,579
$
0.7
$
(0.7)
$
6,443
$
0.6
$
(0.6)
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the fair value or future cash flows of financial
instruments held by the Company. The Company incurs interest rate risk on its cash and cash equivalent balances, bank
indebtedness, fixed income portion of securities owned and securities sold short, net clients’ balances, RRSP cash balances held
in trust and net brokers’ and investment dealers’ balances, as well as its subordinated debt and bank loan. The Company
attempts to minimize and monitor its exposure to interest rate risk through quantitative analysis of its net positions of fixed
income securities, clients’ balances, securities lending and borrowing activities, and short-term borrowings. The Company also
trades in futures in an attempt to mitigate interest rate risk. Futures are included in marketable securities owned, net of
marketable securities sold short, for the purpose of calculating interest rate sensitivity.
All cash and cash equivalents mature within three months. Net clients’ receivable (payable) balances charge (incur) interest based
on floating interest rates. Subordinated debt bears interest at a rate of prime plus 4.0%, payable monthly.
The following table provides the effect on net income for the years ended March 31, 2019 and 2018 if interest rates had
increased or decreased by 100 basis points applied to balances as of March 31, 2019 and March 31, 2018, respectively.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
88 Notes to Consolidated Financial Statements
Fluctuations in interest rates do not have an effect on OCI. This sensitivity analysis assumes all other variables remain constant.
The methodology used to calculate the interest rate sensitivity is consistent with the prior year.
Net income
effect of a
100 bps
increase in
interest rates
March 31, 2019
Net income
effect of a
100 bps
decreases in
interest rates(1)
Carrying value
Asset (Liability)
Net income
effect of a
100 bps
increase in
interest rates
March 31, 2018
Net income
effect of a
100 bps
decreases in
interest rates(1)
Carrying value
Asset (Liability)
Cash and cash equivalents, net of
bank indebtedness
$
811,100
$
5,759
$
(5,759)
$
862,838
$
6,471
$
(6,471)
Marketable securities owned, net
of marketable securities sold
short
Clients’ payable, net
RRSP cash balances held in trust
Brokers’ and investment dealers’
balance, net
Subordinated debt
Promissory note
Bank loan
(1) Subject to a floor of zero
Foreign exchange risk
317,080
(968,457)
328,528
331,966
(7,500)
(5,832)
(59,664)
2,251
(6,876)
2,333
2,357
(53)
(41)
(424)
(2,251)
6,876
(2,333)
(2,357)
53
41
424
168,211
(894,767)
330,369
353,834
(7,500)
—
(71,437)
1,262
(6,711)
2,478
1,343
(56)
—
(536)
(1,262)
6,711
(2,478)
(3,560)
56
—
536
Foreign exchange risk arises from the possibility that changes in foreign currency exchange rates will result in losses. The
Company’s primary foreign exchange risk results from its investment in its US, Australia, and UK & Europe subsidiaries. These
subsidiaries are translated using the foreign exchange rate at the reporting date. Any fluctuation in the Canadian dollar against the
US dollar, the pound sterling, or the Australian dollar will result in a change in the unrealized gains (losses) on translation of
foreign operations recognized in accumulated other comprehensive income (loss).
All of the subsidiaries may also hold financial instruments in currencies other than their functional currency; therefore, any
fluctuations in foreign exchange rates will impact foreign exchange gains or losses in the statement of operations.
The following table summarizes the estimated effects on net income (loss) and OCI as a result of a 5% change in the value of the
foreign currencies where there is significant exposure. The analysis assumes all other variables remain constant. The
methodology used to calculate the foreign exchange rate sensitivity is consistent with the prior year.
As at March 31, 2019:
Currency
US dollar
Pound sterling
Australian dollar
As at March 31, 2018:
Currency
US dollar
Pound sterling
Australian dollar
Effect of a
5% appreciation
in foreign
exchange rate
on net income
Effect of a
5% depreciation
in foreign
exchange rate
on net income
Effect of a
5% appreciation
in foreign
exchange rate
on OCI
Effect of a
5% depreciation
in foreign
exchange rate
on OCI
$
(1,101)
$
(1,221)
nil
1,101
1,221
nil
$
11,709
$
27,155
1,767
(11,709)
(27,155)
(1,767)
Effect of a
5% appreciation
in foreign
exchange rate
on net income
Effect of a
5% depreciation
in foreign
exchange rate
on net income
Effect of a
5% appreciation
in foreign
exchange rate
on OCI
Effect of a
5% depreciation
in foreign
exchange rate
on OCI
$
(1,074)
$
1,074
$
7,363
$
(1,560)
nil
1,560
nil
34,708
1,852
(7,363)
(34,708)
(1,852)
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are financial contracts, the value of which is derived from the value of the underlying assets,
interest rates, indices or currency exchange rates. All derivative financial instruments are expected to be settled within six months
subsequent to fiscal year end.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 89
Foreign exchange forward contracts
The Company uses derivative financial instruments to manage foreign exchange risk on pending security settlements in foreign
currencies. The fair value of these contracts is nominal due to their short term to maturity.
Realized and unrealized gains and losses related to these contracts are recognized in the consolidated statements of operations
during the reporting period.
Forward contracts outstanding at March 31, 2019:
To sell US dollars
To buy US dollars
Forward contracts outstanding at March 31, 2018:
To sell US dollars
To buy US dollars
Notional amount
(millions)
USD $
USD $
0.2
5.7
Notional amount
(millions)
USD $
USD $
17.7
2.1
Average price
Maturity
Fair value
$1.34 (CAD/USD)
April 1, 2019
$1.34 (CAD/USD)
April 1, 2019
$
$
0
(9)
Average price
Maturity
Fair value
$1.28 (CAD/USD)
April 2, 2018
$1.29 (CAD/USD)
April 2, 2018
$
$
(240)
3
The Company’s Canaccord Genuity Wealth Management segment in the UK & Europe trades foreign exchange forward contracts on
behalf of its clients, and establishes matching contracts with the counterparties. The Company has no significant net exposure,
assuming no counterparty default. The principal currencies of the forward contracts are: the UK pound sterling, the US dollar, or
the euro. The weighted average term to maturity is 77 days as at March 31, 2019 [March 31, 2018 − 85 days]. The table below
shows the fair value of the forward contract assets and liabilities, and the notional value of these forward contracts as at
March 31, 2019 and March 31, 2018, respectively. The fair value of the forward contract assets and liabilities is included in the
accounts receivable and payable balances.
Assets
Liabilities
March 31, 2019
Notional
amount
Assets
Liabilities
March 31, 2018
Notional
amount
Foreign exchange forward contracts
$
1,124
$
1,011
$
102,052
$
847
$
747
$
141,662
FUTURES
The Company’s Canadian operations are involved in trading bond futures contracts, which are agreements to buy or sell a
standardized amount of an underlying Government of Canada bond, at a predetermined future date and price, in accordance with
terms specified by a regulated futures exchange, and are subject to daily cash margining. The Company’s Canadian operations
trade in bond futures in an attempt to mitigate interest rate risk, yield curve risk and liquidity risk. At March 31, 2019, the notional
amount of the bond futures contracts outstanding was long $0.1 million [March 31, 2018 − $0.1 million].
The Company’s Canadian operations are also involved in trading US Treasury futures in an attempt to mitigate interest rate risk,
yield curve risk and liquidity risk. There were no outstanding US Treasury futures contracts outstanding as at March 31, 2019 and
March 31, 2018.
The fair value of all of the above futures contracts is nominal due to their short term to maturity and are included in accounts
receivable and accounts payable and accrued liabilities. Realized and unrealized gains and losses related to these contracts are
recognized in the statement of operations during the reporting period.
SECURITIES LENDING AND BORROWING
The Company employs securities lending and borrowing primarily to facilitate the securities settlement process. These
arrangements are typically short term in nature, with interest being received when cash is delivered, and interest being paid when
cash is received. These transactions are fully collateralized and are subject to daily margin calls for any deficiency between the
market value of the security given and the amount of collateral received. These transactions are collateralized by either cash or
securities, including government treasury bills and government bonds, and are reflected within accounts receivable and accounts
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
90 Notes to Consolidated Financial Statements
payable. Interest earned on cash collateral is based on a floating rate. At March 31, 2019, the floating rates ranged from 1.25%
to 1.61% [March 31, 2018 − 0.50% to 0.75%].
March 31, 2019
March 31, 2018
BANK INDEBTEDNESS
Cash
Securities
Loaned or
delivered as
collateral
Borrowed or
received as
collateral
Loaned or
delivered as
collateral
$
314,448
$
45,328
$
66,239
$
185,042
36,359
52,685
Borrowed or
received as
collateral
407,561
227,677
The Company enters into call loans or overdraft positions primarily to facilitate the securities settlement process for both client
and Company securities transactions. The bank indebtedness is collateralized by unpaid client securities and/or securities owned
by the Company. As at March 31, 2019 the Company had a balance of $9.6 million (£5.5 million) outstanding [March 31,
2018 − $nil].
BANK LOAN
A subsidiary of the Company entered into a £40.0 million (C$69.6 million as of March 31, 2019) senior credit facility to finance a
portion of the cash consideration for its acquisition of Hargreave Hale Limited. During the year ended March 31, 2019, the
Company made a repayment of £5.3 million ($9.3 million). The balance outstanding as of March 31, 2019 net of unamortized
financing fees was £34.3 million ($59.7 million) [March 31, 2018 − £39.4 million ($71.4 million)]. The loan is repayable in
instalments of principal and interest over a period of four years. The interest rate on this loan is LIBOR plus 2.125% per annum as
at March 31, 2019 [March 31, 2018 − LIBOR plus 3.375% per annum].
OTHER CREDIT FACILITIES
Excluding the bank loan of £40.0 million in connection with the acquisition of Hargreave Hale, subsidiaries of the Company have
credit facilities with banks in Canada and the UK for an aggregate amount of $743.6 million [March 31, 2018 − $669.2 million].
These credit facilities, consisting of call loans, letters of credit and daylight overdraft facilities, are collateralized by unpaid client
securities and/or securities owned by the Company. As of March 31, 2019 and 2018, there were no balances outstanding under
these other credit facilities.
A subsidiary of the Company has also entered into secured irrevocable standby letters of credit from a financial institution totalling
$2.8 million (US$2.1 million) [March 31, 2018 − $2.7 million (US$2.0 million)] as rent guarantees for its leased premises in New
York. As of March 31, 2019 and 2018, there were no outstanding balances under these standby letters of credit.
NOTE 08
Interest in Other Entities
On August 10, 2018, the Company completed its acquisition of an additional 30% of the shares in its Australian capital markets
and wealth management business, Canaccord Genuity (Australia) Limited (the ‘‘Purchase’’). This transaction increases the
Company’s ownership in Canaccord Genuity (Australia) Limited from 50% to 80%. An additional 5% [March 31, 2018 − 8%] of the
issued shares of Canaccord Genuity (Australia) Limited are held by CGA Employee Share Trust which is considered controlled by
the Company under IFRS 10. As a result, the Company has an 85% controlling interest in Canaccord Genuity (Australia) Limited
[March 31, 2018 − 58%]. As discussed in Note 24, Canaccord Genuity (Australia) Limited is regulated by the Australian Securities
and Investments Commission.
The consideration for the Purchase as of August 10, 2018 was $37.0 million (AUD$38.5 million) comprised of $14.4 million
(AUD$15.0 million) cash, a promissory note of $5.8 million (AUD$6.0 million), and an issuance of 2,331,132 common shares
with a value of $16.8 million (AUD$17.5 million). The shares are subject to a three-year escrow arrangement with annual releases.
The promissory note may be settled in cash or shares at the Company’s option, bears interest at 4.0% per annum and is payable
by February 9, 2020.
As a result of the purchase of non-controlling interests, the Company recorded a reduction in its non-controlling interest of
$9.7 million and in its contributed surplus of $27.3 million during the year ended March 31, 2019.
Canaccord Genuity Australia reported total net income of $1.6 million in fiscal 2019 [March 31, 2018 − net income of
$9.6 million]. As at March 31, 2019, accumulated non-controlling interest was $2.0 million [March 31, 2018 − $13.6 million].
Summarized financial information including goodwill on acquisition and consolidation adjustments before inter-company
eliminations is presented.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Summarized statement of profit or loss for the years ended March 31, 2019 and 2018:
Notes to Consolidated Financial Statements 91
For the years ended
Revenue
Expenses
Net income before taxes
Income tax expense
Net income
Attributable to:
CGGI shareholders
Non-controlling interests
Total comprehensive income
Attributable to:
CGGI shareholders
Non-controlling interests
Dividends paid to non-controlling interests
Summarized statement of financial position as at March 31, 2019 and 2018:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Summarized cash flow information for the years ended March 31, 2019 and 2018:
Cash provided by operating activities
Cash used by financing activities
Cash used by investing activities
Foreign exchange impact on cash balance
Net increase (decrease) in cash and cash equivalents
NOTE 09
Accounts Receivable and Accounts Payable and Accrued Liabilities
ACCOUNTS RECEIVABLE
Brokers and investment dealers
Clients
RRSP cash balances held in trust
Other
Canaccord Genuity Australia
March 31,
2019
March 31,
2018
$
31,366
$
29,674
1,692
117
1,575
523
1,052
5,254
3,630
1,624
2,724
57,022
42,113
14,909
5,261
9,648
5,595
4,053
11,084
6,429
4,655
3,445
Canaccord Genuity Australia
March 31,
2019
$
48,047
$
980
16,922
1,670
March 31,
2018
55,486
1,302
21,974
3,525
Canaccord Genuity Australia
March 31,
2019
9,520
$
(2,359)
(144)
(38)
March 31,
2018
2,069
(6,890)
(120)
10
6,979
$
(4,931)
$
$
March 31,
2019
March 31,
2018
$
1,498,516
$
1,405,380
530,933
328,528
298,687
333,434
330,369
146,654
$
2,656,664
$
2,215,837
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
92 Notes to Consolidated Financial Statements
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Brokers and investment dealers
Clients
Other
March 31,
2019
March 31,
2018
$
1,166,550
$
1,051,546
1,499,390
457,825
1,228,201
359,207
$
3,123,765
$
2,638,954
Amounts due from and to brokers and investment dealers include balances from resale and repurchase agreements, securities
loaned and borrowed, as well as brokers’ and dealers’ counterparty balances.
Client security purchases are entered into on either a cash or a margin basis. In the case of a margin account, the Company
extends a loan to a client for the purchase of securities, using securities purchased and/or other securities in the client’s account
as collateral. Amounts loaned to any client are limited by the margin regulations of the Investment Industry Regulatory
Organization of Canada (IIROC) and other regulatory authorities and are subject to the Company’s credit review and daily
monitoring procedures.
Amounts due from and to clients are due by the settlement date of the trade transaction. Margin loans are due on demand and
are collateralized by the assets in the clients’ accounts. Interest on margin loans and on amounts due to clients is based on a
floating rate [March 31, 2019 − 6.95% to 8.50% and 0.00% to 0.95%, respectively; March 31, 2018 − 6.45% to 7.50% and
0.00% to 0.45%, respectively].
As at March 31, 2019, the allowance for doubtful accounts was $4.2 million [March 31, 2018 − $3.4 million]. See below for the
movements in the allowance for doubtful accounts:
Balance, March 31, 2017
Charge for the year
Recoveries
Write-offs
Foreign exchange
Balance, March 31, 2018
Charge for the year
Recoveries
Write-offs
Foreign exchange
Balance, March 31, 2019
NOTE 10
Investments
Investment accounted for under the equity method
Investments held as fair value through profit and loss
$
$
$
4,942
4,831
(4,168)
(2,235)
(7)
3,363
5,378
(4,264)
(149)
(170)
4,158
March 31,
2019
2,231
3,993
6,224
$
$
March 31,
2018
2,035
—
2,035
During the year ended March 31, 2018, the Company, through a wholly owned subsidiary, invested $2.5 million for 833,333
Class B Units, at $3.00 per unit, in Canaccord Genuity Acquisition Corp. (CGAC). CGAC was a special purpose acquisition
corporation formed to effect an acquisition of one or more businesses. On August 13, 2018, CGAC announced that it has
completed its qualifying transaction (the Closing), pursuant to which it has merged with Spark Power Corp. In conjunction with the
Closing, CGAC has been renamed Spark Power Group Inc. (Spark Power). Following the Closing, the Company is no longer
considered to exert significant influence over the operations of Spark Power. Accordingly, the investment in Spark Power is
accounted for as financial assets measured at FVTPL and included as securities owned on the consolidated statement of financial
position as at March 31, 2019.
During the year ended March 31, 2019, the Company, through a wholly owned subsidiary, invested $2.5 million for 833,333
Class B Units, at $3.00 per unit, in Canaccord Genuity Growth Corp. (CGGC). CGGC is a special purpose acquisition corporation
formed to effect an acquisition of one or more businesses. Each Class B Unit consists of one Class B Share and one warrant.
The Company holds a 23.5% interest in CGGC and is considered to exert significant influence over the operations of CGGC.
Accordingly, the investment in CGGC is accounted for using the equity method. The Company’s equity portion of the net loss of
CGGC for the year ended March 31, 2019 was $0.4 million.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 93
Subsequent to the year ended March 31, 2019, CGGC completed its qualifying transaction with Columbia Care LLC and CGGC was
renamed ‘‘Columbia Care Inc.’’ The Company is no longer considered to exert significant influence over the operations of Columbia
Care. Accordingly, the investment in Columbia Care will be accounted for as financial assets measured at FVTPL and included as
securities owned on the consolidated statement of financial position as at March 31, 2019.
During the year ended March 31, 2019, the Company, through a wholly owned subsidiary, invested US$1.0 million ($1.3 million as
at March 31, 2019) for 8,889 Series A Preferred Shares, at $112.50 per unit, in Family Office Networks Inc. (FON). FON offers a
diverse list of financial management services to its clients. The Company is not considered to exert significant influence over the
operations of FON. Accordingly, the investment in FON is accounted for as financial assets measured at FVTPL and included as
investments on the consolidated statement of financial position as at March 31, 2019.
During the year ended March 31, 2019, the Company, through a wholly owned subsidiary, invested U$2.0 million ($2.7 million as
at March 31, 2019) for 579,206 Series A Preferred Shares, at $3.453 per unit, in Capital Markets Gateway Inc. (CMG). CMG
offers its clients a comprehensive suite of financial services. The Company is not considered to exert significant influence over the
operations of CMG. Accordingly, the investment in CMG is accounted for as financial assets measured at FVTPL and included as
investments on the statement of financial position as at March 31, 2019.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
94 Notes to Consolidated Financial Statements
NOTE 11
Equipment and Leasehold Improvements
March 31, 2019
Computer equipment
Furniture and equipment
Leasehold improvements
March 31, 2018
Computer equipment
Furniture and equipment
Leasehold improvements
Cost
Balance, March 31, 2017
Acquired upon acquisition
Additions
Disposals
Foreign exchange
Balance, March 31, 2018
Acquired upon acquisition
Additions
Disposals
Foreign exchange
Balance, March 31, 2019
Accumulated amortization and impairment
Balance, March 31, 2017
Acquired upon acquisition
Amortization
Disposals
Foreign exchange
Cost
Accumulated
amortization
Net book
value
$
19,068
$
15,789
$
26,918
86,492
132,478
19,929
26,265
86,533
21,407
69,490
106,686
13,350
20,237
68,173
132,727
101,760
Computer
equipment
Furniture and
equipment
Leasehold
improvements
3,279
5,511
17,002
25,792
6,579
6,028
18,360
30,967
Total
$
9,999
$
21,953
$
83,513
$
115,465
6,523
2,656
(501)
1,252
3,933
1,390
(1,567)
556
—
2,265
(239)
994
10,456
6,311
(2,307)
2,802
$
19,929
$
26,265
$
86,533
$
132,727
—
1,608
(1,855)
(614)
—
804
—
(151)
329
1,970
(1,695)
(645)
329
4,382
(3,550)
(1,410)
$
19,068
$
26,918
$
86,492
$
132,478
Computer
equipment
Furniture and
equipment
Leasehold
improvements
$
4,476
$
17,764
$
61,746
$
5,083
3,347
(501)
945
2,608
934
(1,474)
405
—
5,964
(238)
701
Total
83,986
7,691
10,245
(2,213)
2,051
Balance, March 31, 2018
$
13,350
$
20,237
$
68,173
$
101,760
Amortization
Disposals
Foreign exchange
3,523
(699)
(385)
1,297
—
(127)
2,683
(1,676)
310
7,503
(2,375)
(202)
Balance, March 31, 2019
$
15,789
$
21,407
$
69,490
$
106,686
The carrying value of any temporarily idle property, plant and equipment is not considered material as at March 31, 2019 and
March 31, 2018.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 95
NOTE 12
Business Combinations
i. Jitneytrade Inc. and Finlogik Inc.
On June 6, 2018 the Company completed its acquisition of Jitneytrade Inc. and Finlogik Inc., directly and indirectly through the
purchase of Finlogik Capital Inc. (collectively referred to as ‘‘Jitneytrade’’). Jitneytrade Inc. is a direct access broker and an active
trader in futures and equity options in Canada. Finlogik Inc. is in the business of delivering value-added fintech solutions in the
Canadian market. This acquisition serves to support the Company’s mid-market growth strategy by enhancing its market share of
equities trading and providing access to new areas of growth through accelerating its development of an enhanced fintech product
offering. Total purchase consideration was $14.8 million, of which $10.1 million was paid on closing with an additional
$0.7 million of deferred consideration payable on June 8, 2020. There is also an estimated $4.0 million of contingent
consideration payable over a period of up to five years, based on certain performance measures. Of the total cash consideration,
$1.3 million is being held in escrow to be released over a period of up to June 8, 2020.
The preliminary purchase price, determined by the fair value of the consideration given at the date of the acquisition and the fair
value of the net assets acquired on the date of the acquisition, was as follows:
Consideration paid
Cash
Deferred consideration
Contingent consideration
Net assets acquired
Cash
Accounts receivable
Other tangible assets
Liabilities
Identifiable intangible assets
Deferred tax liability related to identifiable intangible assets
Goodwill
$
$
$
10,058
744
4,000
14,802
2,513
4,894
3,114
(6,790)
1,922
(509)
9,658
$
14,802
Identifiable intangible assets of $1.9 million were recognized and relate to customer relationships. The goodwill of $9.7 million
represents the value of expected synergies arising from the acquisition. Goodwill is not deductible for tax purposes.
Management has estimated the fair value of the contingent consideration related to this acquisition to be up to $4.0 million as of
the acquisition date and will be payable over a period of up to five years. The contingent consideration must be settled in cash
and meets the definition of a financial liability, and subsequent changes to the fair value of the contingent consideration will be
recognized in the statement of operations. The determination of the fair value is based upon discounted cash flows, and the key
assumption affecting the fair value is the probability that the performance measures will be met.
The above amounts including the fair value of the net assets acquired from Jitneytrade are estimates, which were made by
management at the time of the preparation of these audited consolidated financial statements based on available information.
Amendments may be made to these amounts as well as the allocation of identifiable intangible assets between indefinite life and
finite lives. Values based on estimates are subject to changes during the period ending 12 months after the acquisition date.
The aggregate acquisition-related expenses incurred by the Company in connection with the acquisition of Jitneytrade are
$1.2 million. These expenses are mainly comprised of professional and employment costs.
Revenue and net loss generated by Jitneytrade, including acquisition-related costs, were $16.6 million and $1.9 million,
respectively, since the acquisition date.
Had Jitneytrade been consolidated from April 1, 2018, as part of the consolidated statement of operations, the consolidated
revenue and net income would have been approximately $1.19 billion and $71.9 million, respectively, for the year ended
March 31, 2019. These figures represent historical results and are not necessarily indicative of future performance.
ii. McCarthy Taylor Ltd.
On January 29, 2019, the Company, through its UK & Europe wealth management business, completed the acquisition of
McCarthy Taylor Ltd. (‘‘McCarthy Taylor’’), an independent UK-based financial advisory firm. This development advances the
Company’s objective of expanding its national footprint and broadening its offering of fully integrated investment and wealth
planning services. Total purchase consideration was $7.1 million (£4.1 million), of which $4.0 million (£2.3 million) was paid on
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
96 Notes to Consolidated Financial Statements
closing. There is also an estimated $3.1 million (£1.8 million) of contingent consideration payable over a period of up to
two years, based on certain performance measures.
The preliminary purchase price, determined by the fair value of the consideration given at the date of the acquisition and the fair
value of the net assets acquired on the date of the acquisition, was as follows:
Consideration paid
Cash
Contingent consideration
Net assets acquired
Cash
Accounts receivable
Other tangible assets
Liabilities
Identifiable intangible assets
Deferred tax liability related to identifiable intangible assets
Goodwill
$
$
$
$
4,034
3,052
7,086
423
511
64
(433)
3,725
(723)
3,519
7,086
Identifiable intangible assets of $3.7 million were recognized and relate to customer relationships. The goodwill of $3.5 million
represents the value of expected synergies arising from the acquisition. Goodwill is not deductible for tax purposes.
Management has estimated the fair value of the contingent consideration related to this acquisition to be up to $3.1 million
(£1.8 million) as of the acquisition date and will be payable over a period of up to two years. The contingent consideration must be
settled in cash and meets the definition of a financial liability, and subsequent changes to the fair value of the contingent
consideration will be recognized in the statement of operations. The determination of the fair value is based upon discounted cash
flows, and the key assumption affecting the fair value is the probability that the performance measures will be met.
The above amounts included in the purchase price allocation are preliminary pending finalization of the valuation of the intangibles
acquired. The purchase price and the fair value of the net assets acquired from McCarthy Taylor are estimates, which were made
by management at the time of the preparation of these audited consolidated financial statements based on available information.
Amendments may be made to these amounts as well as the identification of intangible assets and the allocation of identifiable
intangible assets between indefinite life and finite lives. Values based on estimates are subject to changes during the period
ending 12 months after the acquisition date.
The aggregate acquisition-related expenses incurred by the Company in connection with the acquisition of McCarthy Taylor were
$0.2 million. These expenses are mainly comprised of professional fees.
Revenue and net loss generated by McCarthy Taylor, including acquisition-related costs, were $0.6 million and $0.1 million,
respectively, since the acquisition date.
Had McCarthy Taylor been consolidated from April 1, 2018, as part of the consolidated statement of operations, the consolidated
revenue and net income would have been approximately $1.19 billion and $72.0 million, respectively, for the year ended
March 31, 2019. These figures represent historical results and are not necessarily indicative of future performance.
iii. Petsky Prunier LLC
On February 13, 2019, the Company completed its acquisition of 100% of the business of a pre-eminent New York-based boutique
M&A Advisory firm, Petsky Prunier LLC (Petsky Prunier), in an asset purchase for initial consideration of $39.8 million
(US$30 million) in cash and $6.6 million (US$5.0 million) in common shares of the Company. There is also deferred consideration
of $13.3 million (US$10.0 million) of common shares of the Company to be issued over a three-year period. Additional contingent
consideration of up to $53.0 million (US$40 million) will be paid in cash over a four-year period, subject to meeting certain
revenue targets over that period. This development supports the Company’s objective of adding scale to its fixed cost base in the
region and diversifying its revenue streams, while enhancing its client offering to capture greater market share in its core areas of
strength.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 97
The preliminary purchase price, determined by the fair value of the consideration given at the date of the acquisition and the fair
value of the net assets acquired on the date of the acquisition, was as follows:
Consideration paid
Cash
Shares issuance
Deferred consideration
Contingent consideration
Net assets acquired
Accounts receivable
Other tangible assets
Liabilities
Identifiable intangible assets
Goodwill
$
$
$
$
39,783
6,631
13,261
53,044
112,719
263
522
(519)
7,339
105,114
112,719
Identifiable intangible assets of $7.3 million were recognized and relate to brand name, contract book and favourable lease. The
goodwill of $105.1 million represents the value of expected synergies arising from the acquisition. Goodwill is not deductible for
tax purposes.
Management has estimated the fair value of the contingent consideration related to this acquisition to be up to $53.0 million as
of the acquisition date and will be payable over a four-year period. The contingent consideration must be settled in cash and
meets the definition of a financial liability, and subsequent changes to the fair value of the contingent consideration will be
recognized in the statement of operations. The determination of the fair value is based upon discounted cash flows, and the key
assumption affecting the fair value is the probability that the performance measures will be met.
The above amounts included in the purchase price allocation are preliminary pending finalization of the valuation of the acquired
intangibles. The purchase price and the fair value of the net assets acquired from Petsky Prunier are estimates, which were made
by management at the time of the preparation of these audited consolidated financial statements based on available information.
Amendments may be made to these amounts as well as the identification of intangible assets and the allocation of identifiable
intangible assets between indefinite life and finite lives. Values based on estimates are subject to changes during the period
ending 12 months after the acquisition date.
The aggregate acquisition-related expenses incurred by the Company in connection with the acquisition of Petsky Prunier are
$0.8 million. These expenses are mainly comprised of professional and employment costs.
Revenue and net loss generated by Petsky Prunier, including acquisition-related costs, were $2.1 million and $1.4 million,
respectively, since the acquisition date.
Had Petsky Prunier been consolidated from April 1, 2018, as part of the consolidated statement of operations, the consolidated
revenue and net income would have been approximately $1.24 billion and $80.8 million, respectively, for the year ended
March 31, 2019. These figures represent historical results and are not necessarily indicative of future performance.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
98 Notes to Consolidated Financial Statements
NOTE 13
Goodwill and Other Intangible Assets
Goodwill
$
Brand
names
$
Customer
relationships
$
Technology
$
Software
under
development
$
Non-
competition
$
Trading
licenses
$
Fund
management
$
Contract
book
Favourable
lease
Total
$
Identifiable intangible assets
514,898
52,254
44,930
—
—
13,454
—
—
580,606
118,291
(6,029)
44,930
574
4
91,123
24,921
—
7,130
123,174
5,647
(3,518)
29,202
795
3,045
2,359
35,401
1,150
(1,253)
692,868
45,508
125,303
35,298
3,045
—
(3,045)
—
—
—
—
—
14,153
—
—
—
14,153
—
—
14,153
196
—
—
—
196
—
—
196
—
36,639
—
3,599
40,238
—
(1,253)
—
—
—
—
—
6,209
43
— 182,649
62,355
—
—
—
—
13,088
— 258,092
14,136
(5,972)
556
5
38,985
6,252
561
266,256
(50,532)
(12,619)
(2,350)
(14,153)
(196)
(322,632)
—
—
—
(322,632)
—
—
(322,632)
—
—
—
—
—
—
—
—
—
(8,700)
(2,546)
(61,778)
(12,076)
1,267
(2,350)
(3,339)
(1,065)
(19,373)
(2,378)
1,063
(72,587)
(20,688)
257,974
370,236
44,930
45,508
61,396
52,716
16,028
14,610
2,350
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(14,153)
(196)
—
—
—
—
(14,153)
(196)
(4,111)
—
—
—
—
38,403
34,874
—
—
(1,723)
(112)
(1,835)
(2,323)
47
—
—
—
—
—
—
—
—
—
6,252
— (79,850)
—
—
— (13,762)
—
(3,723)
— (97,335)
—
—
(16,777)
2,377
— (111,735)
— 160,757
561
154,521
Gross amount
Balance, March 31,
2017
Additions
Transfer between
categories
Foreign exchange
Balance, March 31,
2018
Additions
Foreign exchange
Balance, March 31,
2019
Accumulated
amortization and
impairment
Balance, March 31,
2017
Transfer between
categories
Amortization
Foreign exchange
Balance, March 31,
2018
Amortization
Foreign exchange
Balance, March 31,
2019
Net book value
March 31, 2018
March 31, 2019
IMPAIRMENT TESTING OF GOODWILL AND OTHER ASSETS
The carrying amounts of goodwill and indefinite life intangible assets acquired through business combinations are as follows:
Intangible assets with indefinite lives
Goodwill
Total
March 31, 2019
March 31, 2018
March 31, 2019
March 31, 2018
March 31, 2019
March 31, 2018
Canaccord Genuity Capital Markets
CGUs
Canada (Genuity)
Canada (Jitneytrade)
US (Petsky Prunier)
Canaccord Genuity Wealth
Management CGUs
UK & Europe (Channel Islands)
UK & Europe (Eden Financial Ltd
[Eden])
UK & Europe (Hargreave Hale)
UK & Europe (McCarthy Taylor)
$
44,930
$
44,930
$
92,074
$
92,074
$
137,004
$
137,004
—
578
—
—
—
—
—
—
—
—
—
—
9,658
105,682
—
—
9,658
106,260
—
—
93,870
97,754
93,870
97,754
10,333
55,106
3,513
10,761
57,385
—
10,333
55,106
3,513
10,761
57,385
—
The Genuity brand name is considered to have an indefinite life as the Company has no plans to cease its use in the future.
$
45,808
$
44,930
$
370,236
$
257,974
$
415,744
$
302,904
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 99
Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31, and when circumstances
indicate the carrying value may potentially be impaired. If any indication of impairment exists, the Company estimates the
recoverable amount of the CGU to which goodwill and indefinite life intangible assets are allocated. Where the carrying amount of
a CGU exceeds its recoverable amount, an impairment loss is recognized. Any impairment loss first reduces the carrying amount
of any goodwill allocated to the CGUs and then if any impairment loss remains, the other assets of the unit are reduced on a
pro rata basis. Impairment losses relating to goodwill cannot be reversed in future periods. The Company considers the
relationship between its market capitalization and the book value of its equity, among other factors, when reviewing for indicators
of impairment. Consequently, interim goodwill and other assets impairment testing was carried out for all applicable CGUs at
June 30, September 30 and December 31, 2018.
In accordance with IAS 36, ‘‘Impairment of Assets’’ (IAS 36), the recoverable amounts of the CGUs’ net assets have been
determined using fair value less costs to sell (FVLCS) calculations, which are based on future cash flow assumptions considered
to be appropriate for the purposes of such calculations. In accordance with IFRS 13 fair value represents an estimate of the price
at which an orderly transaction to sell an asset or transfer a liability would take place between market participants as at the end
of the reporting period under market conditions as at that date (an exit price as at the measurement date). There is a material
degree of uncertainty with respect to the estimates of the recoverable amounts of the CGUs’ net assets given that these
estimates involve making key assumptions about the future. In making such assumptions, management has used its best
estimate of future economic and market conditions within the context of the Company’s capital markets and wealth management
activities. These valuations are categorized as Level 3 in the fair value hierarchy.
The FVLCS calculations are based on assumptions, as described above, made in connection with future cash flows, relief of
royalties with respect to the brand name indefinite life intangible asset, terminal growth rates and discount rates. In order to
estimate the FVLCS for each CGU, cash flows are forecast over a five-year period, a terminal growth rate is applied and then such
cash flows are discounted to their present value. The discount rate is based on the specific circumstances of each CGU and is
derived from the estimated weighted average cost of capital of the Company. The CGUs which recorded goodwill in their carrying
value as of March 31, 2019 were Canaccord Genuity Canada (Genuity) and Canada (Jitneytrade), Canaccord Genuity US (Petsky
Prunier), Canaccord Genuity Wealth Management UK & Europe (Channel Islands), UK (Eden), UK (Hargreave Hale) and
UK (McCarthy Taylor). The discount rate utilized for each of these CGUs for the purposes of these calculations was 12.5%
[March 31, 2018 − 12.5%]. Cash flow estimates for each of these CGUs were based on management assumptions as described
above and utilize a five-year compound annual revenue growth rate of 5.0% [March 31, 2018 − 5.0%] as well as estimates in
respect of operating margins. The terminal growth rate used for each of Canaccord Genuity, Canada (Genuity) and Canada
(Jitneytrade), Canaccord Genuity US (Petsky Prunier) and Canaccord Genuity Wealth Management UK & Europe (Channel Islands),
UK (Eden), UK (Hargreave Hale) and UK (McCarthy Taylor) was 2.5% [March 31, 2018 − 2.5%].
NOTE 14
Income Taxes
The major components of income tax expense are:
Consolidated statements of operations
Current income tax expense
Current income tax expense
Adjustments in respect of prior years
Deferred income tax recovery
Origination and reversal of temporary differences
Impact of change in tax rates
Income tax expense reported in the statements of operations
March 31,
2019
March 31,
2018
$
$
34,897
(3,286)
31,611
(10,543)
6
(10,537)
21,074
$
$
23,630
(3,010)
20,620
(1,807)
(144)
(1,951)
18,669
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
100 Notes to Consolidated Financial Statements
The Company’s income tax expense differs from the amount that would be computed by applying the combined federal and
provincial income tax rates as a result of the following:
Net income before income taxes
Income tax expense at the statutory rate of 27.0% (2018 − 26.25%)
Difference in tax rates in foreign jurisdictions
Non-deductible items affecting the determination of taxable income
Change in accounting and tax base estimate
Other
Utilization of tax losses and other temporary differences not recognized
Impact of change in tax rates in temporary differences
Share-based payments
Income tax expense reported in the statements of operations
March 31,
2019
92,656
25,018
(599)
5,450
(5,140)
(952)
(1,106)
(1,300)
(297)
21,074
$
$
$
$
March 31,
2018
35,746
9,381
(1,631)
2,555
3,248
558
(5,409)
6,201
3,766
18,669
The following were the deferred tax assets and liabilities recognized by the Company and movements thereon during the year:
Consolidated statements
of financial position
Consolidated statements
of operations
Unrealized gain on securities owned
Legal provisions
Unpaid remunerations
Unamortized capital cost of equipment and leasehold improvements
over their net book value
Unamortized common share purchase loans
Loss carryforwards
Long-term incentive plan
Other intangible assets
Other
March 31,
2019
(7,116)
917
4,375
3,434
2,949
7,186
26,008
(26,053)
2,439
14,139
$
$
March 31,
2018
(10,053)
774
6,359
2,984
2,434
5,224
25,365
(28,066)
1,205
6,226
March 31,
2019
(3,385)
(143)
(445)
(449)
(515)
(1,962)
(643)
(2,734)
(261)
(10,537)
$
$
$
$
Deferred tax assets and liabilities as reflected in the consolidated statements of financial position are as follows:
Deferred tax assets
Deferred tax liabilities
The movement for the year in the net deferred tax position was as follows:
Opening balance
Tax recovery recognized in the consolidated statements of operations
Foreign exchange on deferred tax position
Deferred tax liability on convertible debentures
Deferred taxes acquired in business combination
Other
Ending balance as of March 31
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities and if the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same
taxation authority on the same taxable entity.
At the balance sheet date, the Company has tax loss carryforwards of approximately $33.9 million [2018 − $35.5 million] for
which a deferred tax asset has not been recognized. These losses relate to subsidiaries outside of Canada that have a history of
losses and may also be subject to legislative limitations on use and may not be used to offset taxable income elsewhere in the
consolidated group of companies. The subsidiaries have no taxable temporary differences or any tax planning opportunities
available that could partly support the recognition of these losses as deferred tax assets, as the likelihood of future economic
benefit is not sufficiently assured. These losses begin expiring in 2019.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
$
$
$
$
March 31,
2018
9,939
421
(1,388)
(10)
(641)
1,267
(10,967)
(1,318)
746
(1,951)
March 31,
2018
19,941
(13,715)
6,226
2018
15,183
1,951
1,111
—
(11,308)
(711)
6,226
March 31,
2019
22,117
(7,978)
14,139
$
$
2019
$
6,226
$
10,537
197
(944)
(1,168)
(709)
$
14,139
$
Notes to Consolidated Financial Statements 101
Other temporary differences not recognized as deferred tax assets in relation to subsidiaries outside of Canada amount to
$35.0 million at March 31, 2019 [2018 − $38.8 million]. Since the subsidiaries outside of Canada have a history of losses and
the deductible temporary differences may not be used to offset taxable income elsewhere in the consolidated group of companies,
no asset has been recognized as the likelihood of future economic benefit is not sufficiently assured.
NOTE 15
Subordinated Debt
Loan payable, interest payable monthly at prime + 4% per annum, due on demand
$
7,500
$
7,500
The loan payable is subject to a subordination agreement and may only be repaid with the prior approval of IIROC. As at March 31,
2019 and 2018, the interest rates for the subordinated debt were 7.95% and 7.45%, respectively. The carrying value of
subordinated debt approximates its fair value due to the short-term nature of this liability.
March 31,
2019
March 31,
2018
NOTE 16
Bank Loan
Loan
Less: Unamortized financing fees
Current portion
Long term portion
March 31,
2019
March 31,
2018
$
60,326
$
(662)
59,664
9,294
50,370
72,500
(1,063)
71,437
9,679
61,758
In connection with the acquisition of Hargreave Hale Limited, a subsidiary of the Company entered into a senior credit facility in
the amount of £40.0 million to finance a portion of the cash consideration. During the year ended March 31, 2019, the Company
made a repayment of £5.3 million ($9.3 million).
The balance outstanding as of March 31, 2019 net of unamortized financing fees was £34.3 million (C$59.7 million)
[2018 − £39.4 million (C$71.4 million) as of March 31, 2018]. The loan is repayable in instalments of principal and interest over
the period ending in September 2021. The interest rate on this loan is LIBOR plus 2.125% per annum at March 31, 2019
[March 31, 2018 − LIBOR plus 3.375% per annum].
NOTE 17
Convertible Debentures
Liability
March 31, 2019
Equity
Liability
March 31, 2018
Equity
Convertible debentures
$
127,225
$
5,156
$
57,081
$
2,604
On August 22, 2018, the Company completed its bought deal offering of convertible unsecured senior subordinated debentures
for gross proceeds of $59,225,000 (the ‘‘Offered Debentures’’). The Company had also closed the concurrent non-brokered
private placement with a large Canadian asset manager for gross proceeds of $73,500,000, which, together with the gross
proceeds from the Offered Debentures, represent an aggregate principal amount of $132,725,000 (together with the Offered
Debentures, the ‘‘Convertible Debentures’’). The Company used the proceeds from the Convertible Debentures to redeem the
$60.0 million convertible unsecured subordinated debentures issued in 2016. The net amount recognized after deducting issue
costs net of deferred tax liability was $129.2 million.
The $60.0 million convertible unsecured subordinated debentures issued in October 2016 were considered extinguished for
accounting purposes under IFRS 9, ‘‘Financial Instruments’’ (IFRS 9). As a result, the liability associated with the extinguished
debentures was derecognized on the statement of financial position as at March 31, 2019 and the Company recorded a loss of
$13.5 million on the extinguishment during the year ended March 31, 2019, with $8.6 million recorded through the consolidated
statement of operations and $4.9 million recorded directly against shareholders’ equity.
The Convertible Debentures bear interest at a rate of 6.25% per annum payable semi-annually on the last day of December and
June each year commencing December 31, 2018. The Convertible Debentures are convertible at the holder’s option into common
shares of the Company, at a conversion price of $10.00 per common share. The Convertible Debentures mature on December 31,
2023 and may be redeemed by the Company in certain circumstances, on or after December 31, 2021.
The Debentures are classified as compound financial instruments. On initial recognition, the fair value of the liability is calculated
based on the present value of future cash flows under the instruments, discounted at 7%, being equal to the rate of interest
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
102 Notes to Consolidated Financial Statements
applied by the market at the time of issue to instruments of comparable credit status and future cash flows, without the
conversion feature. The residual amount is recorded as a component of shareholders’ equity.
NOTE 18
Preferred Shares
March 31, 2019
March 31, 2018
Amount
Number of
shares
Amount
Number of
shares
Series A Preferred Shares issued and outstanding
$
110,818
$
4,540,000
$
110,818
$
4,540,000
Series C Preferred Shares issued and outstanding
Series C Preferred Shares held in treasury
97,450
(2,627)
94,823
4,000,000
(106,794)
3,893,206
97,450
(2,627)
94,823
4,000,000
(106,794)
3,893,206
$
205,641
$
8,433,206
$
205,641
$
8,433,206
[i] SERIES A PREFERRED SHARES
The Company issued 4,540,000 Cumulative 5-Year Rate Reset First Preferred Shares, Series A (Series A Preferred Shares) at a
purchase price of $25.00 per share for gross proceeds of $113.5 million. The aggregate net amount recognized after deducting
issue costs, net of deferred taxes of $1.0 million, was $110.8 million.
Quarterly cumulative cash dividends, as declared, were paid at an annual rate of 5.5% for the initial five-year period ended on
September 30, 2016. Commencing October 1, 2016 and ending on and including September 30, 2021, quarterly cumulative
dividends, if declared, will be paid at an annual rate of 3.885%. Thereafter, the dividend rate will be reset every five years at a rate
equal to the five-year Government of Canada bond yield plus 3.21%.
Holders of Series A Preferred Shares had the option to convert any or all of their shares into an equal number of Cumulative
Floating Rate First Preferred Shares, Series B (Series B Preferred Shares), subject to certain conditions, on September 30, 2016
and have the option on September 30 every five years thereafter. The number of shares tendered for conversion by the conversion
deadline of September 15, 2016 was below the minimum required to proceed with the conversion and, accordingly, no Series B
Preferred Shares were issued. Series B Preferred Shares would entitle any holders thereof to receive floating rate, cumulative,
preferential dividends payable quarterly, if declared, at a rate equal to the three-month Government of Canada Treasury Bill yield
plus 3.21%.
The Company had the option to redeem the Series A Preferred Shares on September 30, 2016, and has the option to redeem on
September 30 every five years thereafter, in whole or in part, at $25.00 per share together with all declared and unpaid dividends.
[ii] SERIES C PREFERRED SHARES
The Company issued 4,000,000 Cumulative 5-Year Rate Reset First Preferred Shares, Series C (Series C Preferred Shares) at a
purchase price of $25.00 per share for gross proceeds of $100.0 million. The aggregate net amount recognized after deducting
issue costs, net of deferred taxes of $1.0 million, was $97.5 million.
Quarterly cumulative cash dividends, as declared, were paid at an annual rate of 5.75% for the initial five-year period ending on
June 30, 2017. Commencing July 1, 2017 and ending on and including June 30, 2022, quarterly cumulative dividends, if declared,
will be paid at an annual rate of 4.993%. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year
Government of Canada bond yield plus 4.03%.
Holders of Series C Preferred Shares had the option to convert any or all of their shares into an equal number of Cumulative
Floating Rate First Preferred Shares, Series D (Series D Preferred Shares), subject to certain conditions, on June 30, 2017 and
have the option on June 30 every five years thereafter. The number of shares tendered for conversion by the conversion deadline
of June 30, 2017 was below the minimum required to proceed with the conversion and, accordingly, no Series D Preferred Shares
were issued. Series D Preferred Shares would entitle any holders thereof to receive floating rate, cumulative, preferential dividends
payable quarterly, if declared, at a rate equal to the three-month Government of Canada Treasury Bill yield plus 4.03%.
The Company had the option to redeem the Series C Preferred Shares on June 30, 2017, and has the option to redeem on
June 30 every five years thereafter, in whole or in part, at $25.00 per share together with all declared and unpaid dividends.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 103
March 31, 2019
March 31, 2018
Amount
Number of
shares
Amount
Number of
shares
$
787,096
115,616,744
$
772,746
113,522,629
(3,647)
(346)
(5,098)
(654,322)
(110,553)
(18,036,064)
(117,802)
(19,814,432)
$
672,896
97,580,334
$
649,846
93,053,875
March 31, 2019
March 31, 2018
Amount
1,975
$
Number of
shares
3,438,412
$
Amount
1,975
Number of
shares
3,438,412
NOTE 19
Common shares and warrants
Issued and fully paid
Unvested share purchase loans
Held for the LTIP
Warrants
Warrants issued in connection with private placement
[i] AUTHORIZED
Unlimited common shares without par value.
[ii] ISSUED AND FULLY PAID
Balance, March 31, 2017
Shares issued in connection with replacement plans [Note 21]
Balance, March 31, 2018
Shares issued in connection with share-based payment plans [Note 21]
Shares issued in connection with purchase of non-controlling interest [Note 8]
Shares issued in connection with acquisition of Petsky Prunier [Note 12]
Shares cancelled
Balance, March 31, 2019
Number of shares
113,511,468
$
11,161
113,522,629
36,708
2,331,132
1,105,275
(1,379,000)
Amount
772,645
101
772,746
331
16,807
6,631
(9,419)
115,616,744
$
787,096
On August 10, 2018, the Company filed a notice to renew the normal course issuer bid (NCIB) to provide the Company with the
choice to purchase up to a maximum of 5,677,589 of its common shares during the period from August 15, 2018 to August 14,
2019 through the facilities of the TSX and on alternative trading systems in accordance with the requirements of the TSX. The
purpose of the purchase of common shares under the NCIB is to enable the Company to acquire shares for cancellation. The
maximum number of shares that may be purchased under the current NCIB represents 5.0% of the Company’s outstanding
common shares at the time of the notice. During the year ended March 31, 2019, there were 152,200 shares purchased and
cancelled under the NCIB which commenced August 15, 2017 and ended on August 14, 2018. There were also 1,226,800
common shares that were purchased and cancelled under the current NCIB during the year ended March 31, 2019.
During the year ended March 31, 2019, the Company issued 2,331,132 shares with a value of $16.8 million (AUD$17.5 million)
as part of the purchase consideration for the acquisition of an additional 30% of the shares in its Australian capital markets and
wealth management business, Canaccord Genuity (Australia) Limited [Note 8]. In addition, during the year ended March 31, 2019,
as part of the purchase consideration for the acquisition of Petsky Prunier [Note 12], the Company issued 1,105,275 common
shares for total value of $6.6 million (US$5.0 million).
[iii] FORGIVABLE COMMON SHARE PURCHASE LOANS
The Company provides forgivable common share purchase loans to certain employees (other than directors or executive officers)
in order to purchase common shares of the Company. The Company has provided such loans to executive officers in the past but
has now adopted a policy not to make any further such loans to directors or executive officers. The unvested balance of forgivable
common share purchase loans is presented as a deduction from share capital. The forgivable common share purchase loans are
amortized over the vesting period. The difference between the unvested and unamortized values is included in contributed
surplus.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
104 Notes to Consolidated Financial Statements
[iv] EARNINGS PER COMMON SHARE
Earnings per common share
Net income attributable to CGGI shareholders
Preferred shares dividends
Equity portion of loss on extinguishment of convertible debentures
Net income attributable to common shareholders
Weighted average number of common shares (number)
Basic earnings per share
Diluted earnings per common share
Net income attributable to common shareholders
Interest on convertible debentures, net of tax
Adjusted net earnings available to common shareholders
Weighted average number of common shares (number)
Dilutive effect in connection with LTIP (number)
Dilutive effect in connection with warrants (number)
Dilutive effect in connection with a promissory note (number)
Dilutive effect in connection with other share-based payment plans (number)
Dilutive effect in connection with convertible debentures (number)
Dilutive effect in connection with acquisition of Petsky Prunier (number)
Adjusted weighted average number of common shares (number)
Diluted earnings per common share
For the years ended
March 31,
2019
March 31,
2018
$
70,530
$
(9,402)
(4,892)
56,236
13,024
(9,593)
—
3,431
96,259,582
92,587,216
$
0.58
$
0.04
56,236
7,216
63,452
3,431
n/a
3,431
96,259,582
17,568,822
92,587,216
17,089,575
819,097
661,728
151,464
13,272,500
2,210,550
206,487
n/a
978,809
n/a
n/a
130,943,743
110,862,087
$
0.48
$
0.03
The promissory note issued as part of the purchase consideration for the purchase of non-controlling interests can be partially or
completely settled in shares at the Company’s option [Note 8]. As such, as per IAS 33, the weighted average number of common
shares for the purpose of the diluted EPS calculation is increased by the weighted average number of additional common shares
that would have been outstanding, assuming the promissory note is settled in shares.
In addition, in connection with the acquisition of Petsky Prunier [Note 12], the Company has a commitment to issue 2,210,550
shares as part of the deferred purchase consideration. As a result, the weighted average number of common shares for the
purpose of the diluted EPS calculation is increased accordingly.
There have been no other transactions involving common shares or potential common shares between the reporting period and
the date of authorization of these financial statements which would have a significant impact on earnings per common share.
NOTE 20
Dividends
COMMON SHARE DIVIDENDS
The Company declared the following common share dividends during the year ended March 31, 2019:
Record date
March 1, 2019
November 30, 2018
August 31, 2018
June 22, 2018
Payment date
March 15, 2019
December 10, 2018
September 10, 2018
July 3, 2018
Cash dividend per
common share
Total common
dividend amount
$
$
$
$
0.01
0.01
0.01
0.12
$
$
$
$
1,145
1,157
1,157
13,626
On June 5, 2019, the Board of Directors approved a dividend of $0.17 per common share, payable on July 2, 2019, with a record
date of June 21, 2019. This dividend is comprised of a $0.01 base quarterly dividend and a $0.16 variable supplemental dividend
[Note 28].
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 105
PREFERRED SHARE DIVIDENDS
Record date
March 15, 2019
December 14, 2018
September 14, 2018
June 22, 2018
Payment date
April 1, 2019
December 31, 2018
October 1, 2018
July 3, 2018
Cash dividend per
Series A
Preferred Share
Cash dividend per
Series C
Preferred Share
Total preferred
dividend amount
$
$
$
$
0.24281
0.24281
0.24281
0.24281
$
$
$
$
0.312060
0.312060
0.312060
0.312060
$
$
$
$
2,351
2,351
2,351
2,351
On June 5, 2019, the Board approved a cash dividend of $0.24281 per Series A Preferred Share payable on July 2, 2019 to
Series A Preferred shareholders of record as at June 21, 2019 [Note 28].
On June 5, 2019, the Board approved a cash dividend of $0.31206 per Series C Preferred Share payable on July 2, 2019 to
Series C Preferred shareholders of record as at June 21, 2019 [Note 28].
NOTE 21
Share-Based Payment Plans
[i] LONG-TERM INCENTIVE PLAN
Under the long-term incentive plan (LTIP or the Plan), eligible participants are awarded restricted share units (RSUs), which
generally vest over three years. All awards under the LTIP plan are settled by transfer of shares from employee benefit trusts
(Trusts) which are funded by the Company, or certain of its subsidiaries, as the case may be, with cash which is used by the
trustees to purchase common shares on the open market that will be held in the Trusts until the RSUs vest. No further shares
may be issued from treasury under the LTIP.
Effective as of March 31, 2018 the Plan was changed to remove certain employment-related conditions for the vesting of RSU
awards made as part of the normal course incentive compensation payment cycle. With the change, RSUs will continue to vest
after termination of employment so long as the employee does not violate certain post-termination restrictions and is not engaged
in certain competitive or soliciting activities as provided in the Plan. Because of this change, the Company determined that the
awards do not meet the criteria for an in-substance service condition, as defined by IFRS 2, ‘‘Share-based payments’’ (IFRS 2).
Accordingly, RSUs granted as part of the normal course incentive compensation payment cycle are expensed in the period in which
those awards are deemed to be earned with a corresponding increase in contributed surplus, which is generally the fiscal period in
which the awards are either made or the immediately preceding fiscal year for those awards made after the end of such fiscal year
but were determined and earned in respect of that fiscal year.
For certain awards, typically new hire awards or retention awards, vesting is subject to continued employment and therefore these
awards are subject to a continuing service requirement. Accordingly, the Company recognizes the cost of such awards as an
expense on a graded basis over the applicable vesting period with a corresponding increase in contributed surplus.
There were 4,661,519 RSUs [year ended March 31, 2018 − 7,292,403 RSUs] granted in lieu of cash compensation to employees
during the year ended March 31, 2019. The Trusts purchased 4,554,070 common shares [year ended March 31, 2018 −
5,681,240 common shares] during the year ended March 31, 2019.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
106 Notes to Consolidated Financial Statements
The fair value of the RSUs at the measurement date is based on the fair value on the grant date. The weighted average fair value
of RSUs granted during the year ended March 31, 2019 was $7.06 [March 31, 2018 − $5.00].
Awards outstanding, March 31, 2017
Grants
Vested
Forfeited
Awards outstanding, March 31, 2018
Grants
Vested
Forfeited
Awards outstanding, March 31, 2019
Common shares held by the Trusts, March 31, 2017
Acquired
Released on vesting
Common shares held by the Trusts, March 31, 2018
Acquired
Released on vesting
Common shares held by the Trusts, March 31, 2019
[ii] FORGIVABLE COMMON SHARE PURCHASE LOANS
Number
18,179,745
7,292,403
(4,906,479)
(435,281)
20,130,388
4,661,519
(6,311,853)
(115,120)
18,364,934
Number
19,141,505
5,681,240
(5,008,313)
19,814,432
4,554,070
(6,332,438)
18,036,064
The Company provides loans to certain employees (other than directors or executive officers) for the purpose of partially funding
the purchase of shares of the Company and increasing share ownership by the employees. The Company has provided such loans
to executive officers in the past but has now adopted a policy not to make any further such loans to directors or executive officers.
These loans are equity-settled transactions that are generally forgiven over a three- to five-year period from the initial advance of
the loan or at the end of that three- to five-year period [Note 19 [iii]].
[iii] REPLACEMENT PLANS
As a result of the acquisition of Collins Stewart Hawkpoint plc (CSHP), the following share-based payment plans were introduced to
replace the share-based payment plans that existed at CSHP at the acquisition date:
Canaccord Genuity Group Inc. Collins Stewart Hawkpoint Replacement Annual Bonus Equity Deferral (ABED) Plan
On March 21, 2012, the Company introduced the Replacement ABED Plan, which replaced the ABED plans that existed at CSHP
as of the acquisition date. Eligible employees who participated in the CSHP ABED plans were granted options to purchase
common shares of the Company under the Replacement ABED Plan. The exercise price of these options was $nil. The options,
which are now vested, vested between one and three years from the acquisition date of CSHP. In accordance with IFRS 3,
‘‘Business Combinations’’ (IFRS 3), a portion of the awards granted was included as part of the purchase consideration for the
acquisition of CSHP and a portion was deferred and amortized to incentive compensation expense over the vesting period. The
awards were fully amortized as of March 31, 2015.
Balance, March 31, 2017
Exercised
Balance, March 31, 2018
Exercised
Balance, March 31, 2019
Number
18,482
—
18,482
(3,226)
15,256
The following table summarizes the share options outstanding under the Replacement ABED Plan as at March 31, 2019:
Options outstanding
Options exercisable
Number of
common shares
Weighted average
remaining
contractual life
Weighted
average exercise
price
Number of
options
exercisable
Weighted average
exercise price
15,256
1.0
$
nil
15,256
$
nil
Range of exercise price
$nil
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 107
Canaccord Genuity Group Inc. Collins Stewart Hawkpoint Replacement Long-Term Incentive Plan Award
On March 21, 2012, the Company introduced the Replacement LTIP, which replaced the existing LTIPs at CSHP on the acquisition
date. Eligible employees who participated in the CSHP LTIPs were granted options to purchase shares of the Company under the
Replacement LTIP. The exercise price of these options was $nil. The options, which are now vested, vested annually on a graded
basis over a three-year period. In accordance with IFRS 3, a portion of awards granted was included as part of the purchase
consideration for the acquisition of CSHP and a portion was deferred and amortized to incentive compensation expense over the
vesting period. The awards were fully amortized as of March 31, 2015.
Balance, March 31, 2017
Exercised
Balance, March 31, 2018
Exercised
Balance, March 31, 2019
Number
132,619
(11,161)
121,458
(33,482)
87,976
The following table summarizes the share options outstanding under the Replacement LTIP as at March 31, 2019:
Range of exercise price
$nil
[iv] CSH Inducement Plan
Options outstanding
Options exercisable
Number of
common shares
Weighted average
remaining
contractual life
Weighted
average exercise
price
Number of
options
exercisable
Weighted
average exercise
price
87,976
1.0
$nil
87,976
$
nil
In connection with the acquisition of CSHP, the Company agreed to establish a retention plan for key CSHP staff. The awards were
fully vested and fully amortized as of March 31, 2017. As of March 31, 2019, there was no award outstanding [2018 − 9,257].
[v] DEFERRED SHARE UNITS
Beginning April 1, 2011, the Company adopted a deferred share units (DSU) plan for its independent directors. Independent
directors must elect annually as to how they wish their directors’ fees to be paid and can specify the allocation of their directors’
fees between DSUs and cash. When a director leaves the Board of Directors, outstanding DSUs are paid out in cash, with the
amount equal to the number of DSUs granted multiplied by the closing share price as of the end of the fiscal quarter immediately
following such terminations. Under the plan, the directors are not entitled to receive any common shares in the Company, and
under no circumstances will DSUs confer on any participant any of the rights or privileges of a holder of common shares.
During the year ended March 31, 2019, the Company granted 62,916 DSUs [2018 − 77,720 DSUs]. The carrying amount of the
liability relating to DSUs at March 31, 2019 was $2.7 million [2018 − $2.2 million].
[vi] PERFORMANCE SHARE UNITS
The Company adopted a performance share unit (PSU) plan for certain senior executives during the year ended March 31, 2018.
On June 12, 2018 the Company granted 877,485 units under the PSU plan. The PSUs are a notional equity-based instrument
linked to the value of the Company’s common shares. At the end of a three-year vesting period, the number of PSUs which vest is
determined upon performance against certain pre-determined metrics. The PSUs cliff vest on the third anniversary of the date of
the grant. The PSUs are settled in cash, based on the market price of the Company’s shares at the time of vesting.
The PSUs were measured at fair value on the grant date. The liability is remeasured to fair value at each reporting date up to and
including the settlement date, with changes in fair value recognized through the statements of operations. The carrying amount of
the liability recognized in accounts payable and accrued liabilities relating to PSUs at March 31, 2019 was $5.7 million [March 31,
2018 − $6.1 million].
[vii] PERFORMANCE STOCK OPTIONS
On June 1, 2018, the Company created a performance share option (‘‘PSO’’) plan that was approved at the Company’s Annual
General Meeting held on August 2, 2018. On June 14, 2018, the Company granted 5,620,000 options under the PSO plan. The
options have an exercise price of $6.73 per share. In addition, the Company granted 600,000 options on August 16, 2018 with
an exercise price of $7.067. For accounting purposes under IFRS 2, the grant date of the PSOs is August 2, 2018, being the date
the PSO plan was approved at the Annual General Meeting. The PSOs have a term of five years and will time-vest ratably over
four years (with one third vesting on each of the second, third and fourth anniversaries of the date of the grant). The PSOs will
also be subject to market (stock price) performance vesting conditions, as well as have a four times exercise price cap on payout
value (i.e., the gain on the exercise of the options is limited to three times the exercise price). The PSOs will expire on June 14,
2023.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
108 Notes to Consolidated Financial Statements
The following is a summary of the Company’s PSOs as at March 31, 2019:
Balance, March 31, 2018
Granted
Exercised
Balance, March 31, 2019
Number of PSOs
Weighted average
exercise price
— $
6,220,000
—
6,220,000
$
—
6.76
—
6.76
Under IFRS 2, ‘‘Share-Based Payments’’, the impact of market conditions, such as a target share price upon which vesting is
conditioned, should be considered when estimating the fair value of the PSOs. A Monte Carlo simulation is used to simulate a
range of possible future stock prices for the Company over the period from the grant date to the expiry date of the PSOs. The
purpose of this modelling is to use a probabilistic approach for estimating the fair value of the PSOs under IFRS 2. The following
assumptions were used in the Monte Carlo model for grants made in the year ended March 31, 2019:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
2.16%
40.92%
2.24%
4 years
The weighted average fair value of the PSOs awarded is $1.93 per option. Compensation expense of $3.5 million was recognized
for the year ended March 31, 2019.
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the
subjective assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide
a reliable single measure of the fair value of the Company’s PSOs.
[viii] OTHER SHARE-BASED PAYMENT PLAN
During the year ended March 31, 2019, the Company granted a share-based award to a senior executive. The award vests on
March 31, 2021, or at the holder’s option, can be extended to March 31, 2022. Compensation expense of $0.1 million was
recorded for the year ended March 31, 2019.
[IX] SHARE-BASED COMPENSATION EXPENSE
Long-term incentive plan
Forgivable common share purchase loans
Deferred share units (cash-settled)
PSO
PSU (cash-settled)
Other
Share-based incentive compensation expense
Accelerated share-based payment expense included as restructuring expense
For the years ended
March 31,
2019
March 31,
2018
$
45,184
$
93,673
335
128
3,483
(488)
—
48,642
858
199
661
—
—
67
94,600
757
Total share-based compensation expense
$
49,500
$
95,357
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 109
NOTE 22
Related Party Transactions
[i] CONSOLIDATED SUBSIDIARIES
The consolidated financial statements include the financial statements of the Company and the Company’s operating subsidiaries
and intermediate holding companies listed in the following table:
% equity interest
Country of
incorporation
March 31,
2019
March 31,
2018
Canaccord Genuity Corp.
CG Investments Inc.
CG Investments Inc. III
Jitneytrade Inc.
Finlogik Inc.
Finlogik Inc. Tunisia
Canaccord Genuity SAS
Canaccord Genuity Wealth (International) Limited
Canaccord Genuity Financial Planning Limited
Canaccord Genuity Wealth Limited
Canaccord Genuity Wealth Group Limited
Canaccord Genuity Wealth (International) Holdings Limited
Hargreave Hale Limited
McCarthy Taylor Ltd.
Canaccord Genuity Limited
Canaccord Genuity Wealth Group Holdings Ltd.
Canaccord Genuity LLC
Canaccord Genuity Wealth Management (USA) Inc.
Canaccord Genuity Wealth & Estate Planning Services Ltd.
Canaccord Genuity Petsky Prunier LLC
Canaccord Asset Management Inc.
Canaccord Adams Financial Group Inc.
Collins Stewart Inc.
Canaccord Adams BC ULC
Canaccord Genuity Finance Corp.
Canaccord Adams Finance Company ULC
Canaccord Adams Finance Company LLC
Canaccord Adams (Delaware) Inc.
Canaccord Genuity Securities LLC
Stockwave Equities Ltd.
CLD Financial Opportunities Limited
Canaccord Genuity (Hong Kong) Limited
Canaccord Financial Group (Australia) Pty Ltd*
Canaccord Genuity (Australia) Limited*
Canaccord Genuity Asia (Beijing) Limited
The Balloch Group Limited
Canaccord Genuity Asia (Hong Kong) Limited
Canaccord Genuity (Dubai) Ltd.
Canaccord Genuity SG Pte. Ltd.
Canaccord Genuity Wealth Group Holdings (Jersey) Limited
Canaccord Genuity Hawkpoint Limited
Canaccord Genuity Management Company Limited
Canada
Canada
Canada
Canada
Canada
Tunisia
France
Guernsey
United Kingdom
United Kingdom
United Kingdom
Guernsey
United Kingdom
United Kingdom
United Kingdom
Canada
United States
United States
Canada
United States
Canada
United States
United States
Canada
Canada
Canada
United States
United States
United States
Canada
Canada
China (Hong Kong SAR)
Australia
Australia
China
British Virgin Islands
China (Hong Kong SAR)
United Arab Emirates
Singapore
Jersey
United Kingdom
Ireland
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
80%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a
n/a
n/a
n/a
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a
100%
100%
100%
100%
n/a
n/a
n/a
100%
100%
100%
100%
100%
50%
50%
100%
100%
100%
100%
n/a
100%
100%
100%
*
The Company owns 80% of the issued shares of Canaccord Financial Group (Australia) Pty Ltd. and Canaccord Genuity (Australia) Limited, but for accounting purposes, as of March 31, 2019 the
Company is considered to have an 85% interest because of the shares held in a trust controlled by Canaccord Financial Group (Australia) Pty Ltd. [March 31, 2018 − 58%] [Note 8].
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
110 Notes to Consolidated Financial Statements
[ii] COMPENSATION OF KEY MANAGEMENT PERSONNEL OF THE COMPANY
Disclosed in the table below are the amounts recognized as expenses related to individuals who are key management personnel
as at March 31, 2019 and 2018:
Short term employee benefits
Share-based payments
Total compensation paid to key management personnel
March 31,
2019
10,167
2,656
12,823
$
$
$
$
March 31,
2018
10,515
4,933
15,448
[iii] OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Accounts payable and accrued liabilities include the following balances with key management personnel:
Accounts receivable
Accounts payable and accrued liabilities
March 31,
2019
$
$
837
942
March 31,
2018
969
1,527
[iv] TERMS AND CONDITIONS OF TRANSACTIONS WITH RELATED PARTIES
Security trades executed by the Company for officers and directors are transacted in accordance with the terms and conditions
applicable to all clients. Commission income on such transactions in the aggregate is not material in relation to the overall
operations of the Company.
NOTE 23
Segmented Information
The Company operates in two industry segments as follows:
Canaccord Genuity Capital Markets − includes investment banking, advisory, research and trading activities on behalf of
corporate, institutional and government clients as well as principal trading activities in Canada, the UK, Europe and Dubai,
Australia and the US. Operations located in Other Foreign Locations under Canaccord Genuity Asia are also included in
Canaccord Genuity Capital Markets.
Canaccord Genuity Wealth Management − provides brokerage services and investment advice to retail or institutional clients in
Canada, the US, and the UK & Europe.
Corporate and Other includes correspondent brokerage services, interest and foreign exchange revenue and expenses not
specifically allocable to Canaccord Genuity Capital Markets or Canaccord Genuity Wealth Management.
The Company’s industry segments are managed separately because each business offers different services and requires different
personnel and marketing strategies. The Company evaluates the performance of each business based on operating results,
without regard to non-controlling interests.
The Company does not allocate total assets, liabilities or equipment and leasehold improvements to the segments. Amortization
of tangible assets is allocated to the segments based on the square footage occupied. Amortization of identifiable intangible
assets is allocated to the Canaccord Genuity Capital Markets segment, as it relates to the acquisitions of Genuity, Jitneytrade, the
initial 50% interest in Canaccord Genuity Australia and Petsky Prunier. Amortization of the identifiable intangible assets acquired
through the purchase of Collins Stewart Hawkpoint plc (CSHP) is allocated to Canaccord Genuity Capital Markets and Canaccord
Genuity Wealth Management segments in the UK & Europe (Channel Islands). Amortization of identifiable intangible assets
acquired through the acquisition of Eden Financial Ltd. is allocated to Canaccord Genuity Wealth Management segments in the UK
& Europe (Eden Financial Ltd.). Amortization of identifiable intangible assets acquired through the acquisition of Hargreave Hale is
allocated to Canaccord Genuity Wealth Management segments in the UK & Europe (Hargreave Hale). Amortization of identifiable
intangible assets acquired through the acquisition of McCarthy Taylor is allocated to Canaccord Genuity Wealth Management
segments in the UK & Europe (McCarthy Taylor). Amortization of identifiable intangible assets acquired through the acquisition of
Petsky Prunier is allocated to the Canaccord Genuity US segment. There are no significant intersegment revenues. Income taxes
are managed on a Company basis and are not allocated to operating segments. All revenue and operating profit is derived from
external customers. The Company also does not allocate cash flows by reportable segments.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 111
For the years ended
March 31, 2019
Canaccord
Genuity
Capital
Markets
Canaccord
Genuity
Wealth
Management
Corporate
and Other
Total
Canaccord
Genuity
Capital
Markets
Canaccord
Genuity
Wealth
Management
March 31, 2018
Corporate
and Other
Total
Commissions and fees
$ 175,511
$ 380,964
$
— $ 556,475
$ 155,126
$ 306,816
$
(5)
$ 461,937
Investment banking
Advisory fees
Principal trading
Interest
Other
Expenses, excluding
undernoted
Amortization
Development costs
Interest expense
Restructuring costs
Acquisition-related costs
Loss on extinguishment of
convertible debentures
Share of loss of an
associate
Income (loss) before
intersegment allocations
and income taxes
Intersegment allocations
Income (loss) before income
243,715
140,744
125,753
13,882
4,721
50,526
1,484
100
24,136
4,601
—
—
(23)
12,990
11,463
294,241
142,228
125,830
51,008
20,785
234,820
122,372
113,715
9,735
1,788
47,375
—
201
12,072
3,801
—
—
5
6,068
8,988
282,195
122,372
113,921
27,875
14,577
590,253
351,929
65,437
1,007,619
583,577
288,400
50,373
922,350
7,199
452
9,810
13,070
1,976
—
—
16,225
14,906
4,593
—
1,088
—
—
856
155
11,050
—
—
24,280
15,513
25,453
13,070
3,064
8,608
8,608
304
304
9,464
690
9,471
4,704
—
—
—
13,152
6,773
2,741
2,939
6,732
—
—
1,391
201
6,225
—
—
—
298
24,007
7,664
18,437
7,643
6,732
—
298
81,566
18,689
73,070
14,467
(61,980)
(33,156)
92,656
—
29,650
16,524
49,528
15,529
(43,432)
(32,053)
35,746
—
taxes
$ 62,877
$ 58,603
$ (28,824) $
92,656
$ 13,126
$ 33,999
$ (11,379)
$
35,746
For geographic reporting purposes, the Company’s business operations are grouped into Canada, the UK & Europe (including
Dubai), the United States, Australia, and Other Foreign Locations, which is comprised of our Asian operations. The following table
presents the revenue of the Company by geographic location (revenue is attributed to geographic areas on the basis of the
location of the underlying corporate operating results):
Canada
UK & Europe
United States
Australia
Other Foreign Locations
For the years ended
March 31,
2019
$
489,515
$
363,774
305,993
31,366
(81)
March 31,
2018
397,053
329,841
238,933
57,022
28
$
1,190,567
$
1,022,877
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
112 Notes to Consolidated Financial Statements
The following table presents selected figures pertaining to the financial position of each geographic location:
Canada
UK &
Europe
United
States
Other Foreign
Locations
Australia
Total
As at March 31, 2019
Equipment and leasehold improvements
$
7,919
$
11,376
$
5,463
$
Goodwill
Intangible assets
Non-current assets
As at March 31, 2018
Equipment and leasehold improvements
Goodwill
Intangible assets
Non-current assets
101,732
52,484
162,135
9,483
92,074
53,201
162,822
94,553
268,751
13,156
165,900
107,464
105,682
7,484
118,629
6,960
—
92
$
154,758
$
286,520
$
7,052
$
54
—
—
54
66
—
—
66
$
980
$
—
—
980
1,302
—
—
25,792
370,236
154,521
550,549
30,967
257,974
160,757
$
1,302
$
449,698
NOTE 24
Capital Management
The Company’s business requires capital for operating and regulatory purposes, including funding current and future operations.
The Company’s capital structure is underpinned by shareholders’ equity, which is comprised of preferred shares, common shares,
contributed surplus, warrants, retained deficit and accumulated other comprehensive income (loss), and is further complemented
by the subordinated debt, bank loans and convertible debentures. The following table summarizes our capital as at March 31,
2019 and 2018:
Type of capital
Preferred shares
Common shares
Convertible debentures − equity portion
Warrants
Contributed surplus
Retained deficit
Accumulated other comprehensive income
Shareholders’ equity
Convertible debentures
Subordinated debt
Bank loan
March 31,
2019
$
205,641
$
672,896
5,156
1,975
124,710
(237,770)
103,755
876,363
127,225
7,500
59,664
March 31,
2018
205,641
649,846
2,604
1,975
145,426
(277,472)
113,332
841,352
57,081
7,500
71,437
$
1,070,752
$
977,370
The Company’s capital management framework is designed to maintain the level of capital that will:
(cid:129) Meet the Company’s regulated subsidiaries’ target ratios as set out by the respective regulators
(cid:129) Fund current and future operations
(cid:129) Ensure that the Company is able to meet its financial obligations as they become due
(cid:129) Support the creation of shareholder value
The following subsidiaries are subject to regulatory capital requirements in the respective jurisdictions by the listed regulators:
(cid:129) Canaccord Genuity Corp. and Jitneytrade Inc. are subject to regulation in Canada primarily by the Investment Industry
Regulatory Organization of Canada (IIROC)
(cid:129) Canaccord Genuity Limited, Canaccord Genuity Wealth Limited, Canaccord Genuity Financial Planning Limited, McCarthy
Taylor Ltd. and Hargreave Hale Limited are regulated in the UK by the Financial Conduct Authority (FCA)
(cid:129) Canaccord Genuity Wealth (International) Limited is licensed and regulated by the Guernsey Financial Services Commission,
the Isle of Man Financial Supervision Commission and the Jersey Financial Services Commission
(cid:129) Canaccord Genuity (Australia) Limited is regulated by the Australian Securities and Investments Commission
(cid:129) Canaccord Genuity (Hong Kong) Limited is regulated in Hong Kong by the Securities and Futures Commission
(cid:129) Canaccord Genuity LLC is registered as a broker dealer in the US and is subject to regulation primarily by the Financial
Industry Regulatory Authority, Inc. (FINRA)
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 113
(cid:129) Canaccord Genuity Wealth Management (USA) Inc. is registered as a broker dealer in the US and is subject to regulation
primarily by FINRA
(cid:129) Canaccord Asset Management Inc. is subject to regulation in Canada by the Ontario Securities Commission
(cid:129) Canaccord Genuity (Dubai) Ltd is subject to regulation in the United Arab Emirates by the Dubai Financial Services Authority
(DFSA)
Margin requirements in respect of outstanding trades, underwriting deal requirements and/or working capital requirements cause
regulatory capital requirements to fluctuate on a daily basis. Compliance with these requirements may require the Company to
keep sufficient cash and other liquid assets on hand to maintain regulatory capital requirements rather than using these liquid
assets in connection with its business or paying them out in the form of cash disbursements. Some of the subsidiaries are also
subject to regulations relating to withdrawal of capital, including payment of dividends to the Company. There were no significant
changes in the Company’s capital management policy during the current year. The Company’s subsidiaries were in compliance with
all of the minimum regulatory capital requirements as at and during the year ended March 31, 2019.
NOTE 25
Client Money
At March 31, 2019, the UK & Europe operations held client money in segregated accounts of $3.042 billion (£1.748 billion)
[2018 − $2.978 billion (£1.643 billion)]. This is comprised of $6.9 million (£4.0 million) [2018 − $11.1 million (£6.1 million)] of
balances held on behalf of clients to settle outstanding trades and $3.035 billion (£1.744 billion) [2018 − $2.967 billion
(£1.637 billion)] of segregated deposits, held on behalf of clients, which are not reflected on the consolidated statements of
financial position. Movement in settlement balances is reflected in operating cash flows.
NOTE 26
Provisions and Contingencies
PROVISIONS
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, when it is
probable that an outflow of resources will be required to settle the obligation and when a reliable estimate of the amount can be
made. At each reporting date, the Company assesses the adequacy of its pre-existing provisions and adjusts the amounts as
necessary. The following is a summary of the changes during the years ended March 31, 2019 and 2018:
Legal
provisions
Restructuring
provisions
Total
provisions
Balance, March 31, 2017
$
6,940
$
4,853
$
Additions
Utilized
Recoveries
Balance, March 31, 2018
Additions
Utilized
Balance, March 31, 2019
2,704
(5,991)
(400)
7,643
(7,321)
—
$
$
3,253
$
5,175
$
4,078
(1,660)
13,070
(5,704)
5,671
$
12,541
$
11,793
10,347
(13,312)
(400)
8,428
17,148
(7,364)
18,212
The restructuring provision recorded during the period ended March 31, 2019 related to termination benefits and certain real
estate costs incurred as a result of the restructuring in our UK & Europe capital markets operations.
Commitments, litigation proceedings and contingent liabilities
In the normal course of business, the Company is involved in litigation, and as of March 31, 2019, it was a defendant in various
legal actions. The Company has established provisions for matters where payments are probable and can be reasonably
estimated. While the outcome of these actions is subject to future resolution, management’s evaluation and analysis of these
actions indicate that, individually and in the aggregate, the probable ultimate resolution of these actions will not have a material
effect on the financial position of the Company.
The Company is also subject to asserted and unasserted claims arising in the normal course of business which, as of March 31,
2019, have not resulted in the commencement of legal actions. The Company cannot determine the effect of all asserted and
unasserted claims on its financial position; however, where losses arising from asserted and unasserted claims are considered
probable and where such losses can be reasonably estimated, the Company has recorded a provision.
Certain claims have been asserted against the Company in respect of the sale of certain conventional wealth management tax
advantaged film partnership products in the UK by a predecessor which could be material if such claims are advanced, additional
claims are made and the Company’s assumptions used to evaluate the matter as neither probable nor estimable change in future
periods. Although the Company intends to vigorously defend itself in the event that claims are advanced, and believes that such
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
114 Notes to Consolidated Financial Statements
claims would be without merit, the Company may be required to record a provision for an adverse outcome which could have a
material adverse effect on the Company’s financial position. The aggregate investment by the Company’s clients who have
standstill agreements in place in respect of these products, and for whom such information is available, is estimated to be $10.4
million (£6.0 million). The aggregate initial tax deferral amount realized by the Company’s clients, who have standstill agreements,
in respect of these products when they were purchased by those clients during the period from 2006 to 2009 is estimated to be
$15.5 million (£8.9 million). Enforcement in accordance with announcements from HMRC, the outcome of certain litigation
proceedings in respect of the taxation of other similar products sold by other financial advisors and certain settlements reached
with HMRC by some investors may result in tax liabilities to the purchasers of those products in excess of the initial tax deferral
amount. As at the date of these audited consolidated financial statements two pre-action protocols have been issued by certain
clients, which have been rebutted by the Company. The potential tax liability for those clients engaged in such pre-action protocols
which is in excess of the initial tax deferral amount, is estimated to be in the region of $18.6 million (£10.7 million) plus other
potential costs (for example interest). For those clients not currently engaged in pre-action protocols where we believe that the
limitation period for bringing a claim has been preserved, the potential tax liability which is in excess of the initial tax deferral
amount is estimated to be a further $5.2 million (£3.0 million). The probable outcome of the enforcement actions by the HMRC in
respect of this matter and the likelihood of a loss or the amount of any such loss to the Company in connection with any such
claims asserted against the Company, or which may be asserted against the Company, are not determinable at the date of these
audited consolidated financial statements.
An action has been commenced in Alberta by a former client and others claiming the return of losses in certain accounts, return of
administration fees, interest and costs. The claim alleges breach of contract and negligence in the administration of the accounts.
The damages claimed in this action are in excess of $14 million. Although the Company has denied the allegations and intends to
vigorously defend itself, the probable outcome of this action and a reliable estimate of the amount of damages in the event of an
adverse outcome are not determinable at the date of these audited consolidated financial statements.
An action has been commenced in the Dubai International Financial Centre (DIFC) against the Company and one other claiming
US$10 million in damages against the defendants in connection with a takeover bid made by a third party in the United States
and the use of the plaintiff’s name by that third party. Although the Company has denied the allegations and intends to vigorously
defend itself, the outcome of this action cannot be predicted with certainty and an estimate of the amount of damages in the
event of an adverse outcome is not determinable at the date of these audited consolidated financial statements.
The Company provides financial advisory, underwriting and other services to, and trades the securities of issuers that are involved
with new and emerging industries, including the US cannabis industry. Activities within such industries, including the US cannabis
industry, typically have not had the benefit of a history of successful operating results. In addition to the economic uncertainties
associated with new industries, new activities and new issuers, the laws applicable to such industries or activities, particularly the
US cannabis industry and the activities of issuers in that industry, and the effect or enforcement of such laws are undetermined,
conflicting and uncertain. With respect to the US cannabis industry, cannabis continues to be a controlled substance under the
United States Controlled Substances Act and as such, there is a risk that certain issuers, while in compliance with applicable
state law, may be prosecuted under federal law. Accordingly, the Company has adopted policies and procedures reasonably
designed to ensure compliance with the United States Currency and Foreign Transactions Reporting Act of 1970 (the Bank Secrecy
Act) and the guidance issued by the United States Department of the Treasury Financial Crimes Enforcement Network,
FIN-2014-G001 (the FinCEN Guidance) relating to providing financial services to marijuana related businesses in the United States
(as that term is used in the FinCEN Guidance). While the Company takes steps to identify the risks associated with emerging
industries, including the US cannabis industry, and only provides services to those issuers where it determines that there is no
material risk to the Company or where any risk is unlikely to result in a material adverse consequence to the Company, there is a
risk that the Company could be the subject of third party proceedings which may have a material adverse effect on the Company
business, revenues, operating results and financial condition as well as the Company’s reputation, even if such proceedings were
concluded successfully in favour of the Company. The Company has determined that any such proceedings are unlikely and,
accordingly, has not recorded a provision in respect of such matters.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Notes to Consolidated Financial Statements 115
NOTE 27
Commitments
Subsidiaries of the Company are committed to approximate minimum lease payments for premises and equipment over the next
five years and thereafter as follows:
2020
2021
2022
2023
2024
Thereafter
$
33,399
31,978
29,462
21,930
18,670
23,411
$
158,850
Some leases include extension options and provide for stepped rents, which mainly relate to lease of office space.
Certain subsidiaries of the Company have agreed to sublease agreements and the approximate minimum lease receipts for
premises and equipment over the next five years and thereafter as follows:
2020
2021
2022
2023
2024
Thereafter
The Company is committed to principal and interest payments under the convertible debentures as follows:
2020
2021
2022
2023
2024
Thereafter
The Company is committed to principal and interest payments under the bank loan as follows:
2020
2021
2022
2023
2024
$
$
$
2,285
2,619
2,624
797
—
—
8,325
8,295
8,295
8,295
8,295
141,020
—
$
174,200
$
10,945
15,230
37,658
—
—
$
63,833
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
116 Notes to Consolidated Financial Statements
NOTE 28
Subsequent Events
(i) ACQUISITION
On May 1, 2019, the Company, through its UK & Europe wealth management business, has completed the acquisition of Thomas
Miller Wealth Management Limited (TMWML) and the private client investment management business of Thomas Miller Investment
(Isle of Man) Limited. TMWML provides financial planning and investment management services to private clients, trusts, charities
and corporations in the UK. There was initial cash consideration of £18.5 million (C$31.8 million), with additional contingent
consideration of up to £9.5 million (C$16.8 million) payable over a period of three years following completion, subject to
achievement of performance targets related to revenue and client assets. In connection with the acquisition, an additional
£17.0 million (C$30.0 million) has been added to the Company’s existing bank loan facility.
(ii) DIVIDENDS
On June 5, 2019, the Board of Directors approved a dividend of $0.17 per common share, payable on July 2, 2019, with a record
date of June 21, 2019. This dividend is comprised of a $0.01 base quarterly dividend and a $0.16 variable supplemental dividend
[Note 20].
On June 5, 2019, the Board approved a cash dividend of $0.24281 per Series A Preferred Share payable on July 2, 2019 to
Series A Preferred shareholders of record as at June 21, 2019 [Note 20].
On June 5, 2019, the Board approved a cash dividend of $0.31206 per Series C Preferred Share payable on July 2, 2019 to
Series C Preferred shareholders of record as at June 21, 2019 [Note 20].
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
117
Supplemental Information
Advisory note: This supplemental information is not audited and should be read in conjunction with the audited financial
statements contained herein.
Financial Highlights(1)
(C$ thousands, except for AUM, AUA, common and preferred
share information, financial measures and percentages)
Financial results
Revenue
Expenses
Income taxes expense (recovery)
Net income (loss)
Net income (loss) attributable to CGGI shareholders
Net income (loss) attributable to common shareholders
Business segment
Income (loss) before income taxes
Canaccord Genuity Capital Markets(2)
Canaccord Genuity Wealth Management(3)(5)
Corporate and Other
Geographic segment
Income (loss) before income taxes
Canada(4)
UK & Europe(5)
US(6)
Australia
Other Foreign Locations(7)
Client assets information ($ millions)
AUM − Canada (discretionary)
AUA − Canada
AUM − UK & Europe
AUM − Australia
Total
Common share information
Per common share ($)
Basic (loss) earnings
Diluted (loss) earnings
Book value per diluted common share(8)
Common share price ($)
High
Low
Close
Common shares outstanding (thousands)
Issued shares excluding unvested shares
Issued and outstanding
Diluted shares
Average basic
Average diluted
Market capitalization (thousands)
Preferred share information (thousands)
Shares issued and outstanding
Financial measures
Dividends per common share
Common dividend yield (closing common share price)
Common dividend payout ratio
For the years ended and as at March 31
2019
2018
2017
2016
2015
1,190,567
1,097,911
21,074
71,582
70,530
61,126
1,022,877
987,131
18,669
17,077
13,024
3,431
879,546
825,662
10,698
43,186
38,103
27,025
787,805
1,151,776
(5,404)
(358,567)
(358,471)
(370,463)
62,877
58,603
(28,824)
57,370
7,861
27,312
1,692
(1,579)
4,221
20,674
44,195
854
65,723
0.58
0.48
6.25
7.47
5.54
5.84
97,580
115,617
140,241
96,260
130,944
819,007
8,540
0.20
3.4%
37.8%
13,126
33,999
(11,379)
36,156
332
(14,411)
14,909
(1,240)
2,815
15,567
44,877
830
61,274
0.04
0.03
5.71
7.49
4.08
6.93
93,054
113,523
124,294
92,587
110,862
861,357
8,540
0.15
2.2%
496.3%
44,268
24.267
(14,651)
(349,110)
10,171
(25,032)
8,604
26,946
2,606
17,127
(1,399)
2,637
13,228
24,526
862
38,616
0.29
0.27
5.08
5.70
3.53
5.09
92,780
113,511
124,479
91,657
101,149
633,598
8,540
0.10
2.0%
42.0%
(179,586)
(104,685)
(24,606)
(23,889)
(31,205)
1,257
9,192
22,791
731
32,714
(4.09)
(4.09)
4.99
8.58
3.50
4.01
89,084
103,812
109,072
90,553
n/a
437,379
8,540
0.10
2.5%
(2.8)%
880,763
886,420
5,661
(11,318)
(13,184)
(25,061)
1,932
6,097
(13,686)
16,487
(3,216)
(6,658)
6,686
(18,956)
1,561
10,729
21,763
836
33,328
(0.27)
(0.27)
8.71
13.49
5.98
6.52
91,795
102,608
104,704
91,693
n/a
682,673
8,540
0.25
3.8%
(101.9)%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Certain non-IFRS measures are utilized by the Company as measures of financial performance. Non-IFRS measures do not have any standardized meaning prescribed by IFRS and are therefore
unlikely to be comparable to similar measures presented by other companies. Non-IFRS measures included are: book value per diluted common share, common dividend yield, common dividend
payout ratio, assets under management (AUM) and assets under administration (AUA).
Includes the global capital markets division in Canada, the UK & Europe, the US, Australia, China, Dubai and Singapore. Also, commencing in Q3/17, our Dubai operation, which was previously
included in Other Foreign Locations, was included as part of Canaccord Genuity Capital Markets UK & Europe. The Other Foreign Locations geographic segment is now comprised of our Asian
based operations, including our new Singapore operation that began in fiscal 2019, China and Hong Kong, and prior to their sale or closure also included our former operations in Barbados and
our advisory and capital raising business in Singapore. Operating results of Jitneytrade Inc. and Finlogik Inc. (Jitneytrade) are included within Canaccord Genuity Capital Markets Canada since the
closing dates of June 6, 2018. Operating results of Petsky Prunier LLC are included within Canaccord Genuity Capital Markets US since the closing date of February 13, 2019
The operating results of Hargreave Hale are included since the closing date of September 18, 2017. Operating results of McCarthy Taylor Ltd. (McCarthy Taylor) are included under Canaccord
Genuity Wealth Management (UK & Europe) since the closing date of January 29, 2019
The Company’s Canada geographic segment includes operations for Canaccord Genuity, Canaccord Genuity Wealth Management and Corporate and Other business segments.
The Company’s UK & Europe geographic segment engages in capital markets and wealth management activities. Commencing in Q3/17, the operating results of Canaccord Genuity (Dubai) are
included as Canaccord Genuity UK, Europe, and Dubai.
The Company’s US geographic segment includes US capital markets and wealth management operations.
Commencing in Q3/17, the operating results of our Australian operations are disclosed as a separate geography. Prior to Q3/17 Australia was included as part of Other Foreign Locations. Also,
commencing in Q3/17, our Dubai operation, which was previously included in Other Foreign Locations, is now included as part of Canaccord Genuity UK & Europe. The Other Foreign Locations
geographic segment is now comprised of our Asian based operations, including China and Hong Kong and prior to their sale of closure also included Singapore and Barbados.
Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares
in connection with deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the
number of diluted common shares outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred
consideration related to acquisitions, promissory notes and convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not
yet cancelled, and estimated forfeitures in respect of unvested share awards under share-based payment plans.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
118 Supplemental Information
Condensed Consolidated Statements of Operations and Retained Earnings(1)(2)(3)
(C$ thousands, except
per share amounts and percentages)
Revenue
Commissions and fees
Investment banking
Advisory fees
Principal trading
Interest
Other
Expenses
Incentive compensation(4)
Salaries and benefits
Trading costs
Premises and equipment
Communication and technology
Interest
General and administrative
Amortization
Development costs
Restructuring costs(5)
Acceleration of long-term incentive plan expense(6)
Impairment of goodwill
Share of loss from associate(7)
Loss on extinguishment of convertible debentures
Acquisition-related costs
Income (loss) before income taxes
Income taxes expense (recovery)
Net income (loss) for the year
Non-controlling interests
Net income (loss) attributable to CGGI shareholders
Retained earnings, beginning of year
Common shares dividends
Preferred shares dividends
Equity portion of loss on extinguishment of convertible
debentures
Retained earnings, end of year
Incentive compensation expenses as a % of revenue
Total compensation expenses as a % of revenue(8)
Non-compensation expenses as a % of revenue
Total expenses as a % of revenue
Pre-tax profit margin
Effective tax rate
Net profit margin
Basic earnings (loss) per share
Diluted earnings (loss) per share
Book value per diluted common share(9)
Canaccord Genuity Capital Markets
Canaccord Genuity Wealth Management
Corporate and Other
For the years ended March 31
2019
2018
2017
2016
2015
556,475
294,241
142,228
125,830
51,008
20,785
1,190,567
599,867
116,758
83,577
41,719
64,930
25,453
100,768
24,280
15,513
13,070
—
—
304
8,608
3,064
1,097,911
92,656
21,074
71,582
1,052
70,530
(277,472)
(16,534)
(9,402)
(4,892)
(237,770)
50.4%
60.2%
32.0%
92.2%
7.8%
22.7%
6.0%
0.58
0.48
6.25
704,326
461,811
24,430
1,190,567
461,937
282,195
122,372
113,921
27,875
14,577
1,022,877
526,614
99,239
68,209
39,605
56,346
18,437
83,982
24,007
7,664
7,643
48,355
—
298
—
6,732
987,131
35,746
18,669
17,077
4,053
13,024
(267,559)
(13,344)
(9,593)
—
(277,742)
51.5%
61.2%
30.6%
96.5%
3.5%
52.2%
1.7%
0.04
0.03
5.71
637,556
370,265
15,056
1,022,877
396,741
196,129
130,749
119,040
16,847
20,040
879,546
454,998
85,698
65,211
42,286
52,381
12,744
79,011
21,124
12,209
—
—
—
—
—
—
825,662
53,884
10,698
43,186
5,083
38,103
(294,586)
—
(11,076)
—
(267,559)
51.7%
61.5%
32.4%
93.9%
6.1%
19.9%
4.9%
0.29
0.27
5.08
598,391
267,111
14,044
879,546
376,817
132,029
160,180
85,559
16,830
16,390
787,805
417,876
92,981
56,998
40,863
55,975
10,222
87,004
25,339
26,129
17,352
—
321,037
—
—
—
1,151,776
(363,971)
(5,404)
(358,567)
(96)
(358,471)
92,815
(16,938)
(11,992)
—
(294,586)
53.0%
64.8%
81.4%
146.2%
(46.2)%
1.5%
(45.5)%
(4.09)
(4.09)
4.99
532,270
246,567
8,968
787,805
374,058
236,551
153,302
75,217
22,212
19,423
880,763
455,480
85,770
52,795
40,281
51,758
13,424
94,688
28,428
24,448
24,813
—
14,535
—
—
—
886,420
(5,657)
5,661
(11,318)
1,866
(13,184)
144,799
(26,806)
(11,994)
—
92,815
51.7%
61.5%
39.2%
100.6%
(0.6)%
(100.1)%
(1.3)%
(0.27)
(0.27)
8.71
613,105
250,890
16,768
880,763
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Certain non-IFRS measures are utilized by the Company as measures of financial performance. Non-IFRS measures do not have any standardized meaning prescribed by IFRS and are therefore
unlikely to be comparable to similar measures presented by other companies. Non-IFRS measures included are: incentive compensation expenses as a % of revenue, total compensation expenses
as a % of revenue, non-compensation expenses as a % of revenue, total expenses as a % of revenue, and book value per diluted common share.
The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
Data includes the results of Hargreave Hale since the closing date of September 18, 2017; Jitneytrade since the closing date of June 6, 2018; McCarthy Taylor since the closing date of
January 29, 2019; and, Petsky Prunier since the closing date of February 13, 2019.
Incentive compensation expenses include the National Insurance Tax applicable to the UK.
Restructuring costs for the year ended March 31, 2019 related to termination benefits and certain real estate costs incurred as a result of the restructuring of our UK capital markets operations.
Restructuring costs for the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff
reductions in our Canadian and US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale. Restructuring costs for the year ended March 31, 2016
were related to staff reductions in our US capital markets operations and the closure of our Barbados office in Other Foreign Locations, as well as charges related to changes in our Corporate and
Other segment.
Effective as of March 31, 2018 the Plan was changed to remove certain employment-related conditions for the vesting of RSU awards made as part of the normal course incentive compensation
payment cycle. As a result of this change, the costs of RSUs granted as part of the normal course incentive compensation payment cycle will now be expensed in the period in which those awards
are deemed to be earned, instead of recognizing the costs over the vesting period. This change led to the acceleration of the remaining expense for certain awards made under the LTIP which had
not been fully amortized as of March 31, 2018. The total charge recorded during the year ended March 31, 2018 in respect of awards granted prior to fiscal 2018 was $48.4 million.
Represents the Company’s equity portion of the net loss of its investment in Canaccord Genuity Growth Corp. and Canaccord Genuity Acquisition Corp. for the year ended March 31, 2019 and the
Company’s equity portion of the net loss of its investment in Canaccord Genuity Acquisition Corp for the year ended March 31, 2018.
Total compensation expenses include incentive compensation and salaries and benefits, but exclude hiring incentives, which are included in development costs.
Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares
in connection with deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the
number of diluted common shares outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred
consideration related to acquisitions, promissory notes and convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not
yet cancelled, and estimated forfeitures in respect of unvested share awards under share-based payment plans.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Supplemental Information 119
Condensed Consolidated Statements of Financial Position
As at March 31 (C$ thousands)
Assets
Cash and cash equivalents
Securities owned, at market
Accounts receivable
Income taxes recoverable
Deferred tax assets
Investments
Equipment and leasehold improvements
Goodwill and other intangibles
Liabilities and shareholders’ equity
Bank indebtedness
Short term credit facility
Securities sold short
Accounts payable, accrued liabilities and other
Income taxes payable
Current portion of bank loan
Deferred consideration
Contingent consideration
Promissory note
Other long-term liability
Bank loan
Deferred tax liabilities
Subordinated debt
Convertible debentures
Non-controlling interests
Shareholders’ equity
Miscellaneous Operational Statistics(1)
As at March 31
Number of employees in Canada
Number in Canaccord Genuity Capital Markets
Number in Canaccord Genuity Wealth Management
Number in Corporate and Other
Total Canada
Number of employees in the UK & Europe
Number in Canaccord Genuity Capital Markets
Number in Canaccord Genuity Wealth Management
Number of employees in the US
Number in Canaccord Genuity Capital Markets
Number of employees in Australia
Number in Canaccord Genuity Capital Markets
Number in Canaccord Genuity Wealth Management
Number of employees in Other Foreign Locations
Number in Canaccord Genuity Capital Markets
Number of employees company-wide
Number of Advisory Teams in Canada(2)
Number of licensed professionals in Canada
Number of investment professionals and fund managers in the
UK & Europe(3)
Number of Advisors − Australia
AUM − Canada (discretionary) (C$ millions)
AUA − Canada (C$ millions)
AUM − UK & Europe (C$ millions)
AUM − Australia (C$ millions)
Total (C$ millions)
2019
2018
2017
2016
2015
820,739
690,499
2,656,664
2,502
22,117
6,224
25,792
524,757
4,749,294
9,639
—
373,419
3,141,977
5,415
9,294
22,225
108,319
5,832
1,741
50,370
7,978
7,500
127,225
1,997
876,363
4,749,294
862,838
469,217
2,215,837
1,170
19,941
2,035
30,967
418,731
4,020,736
—
—
301,006
2,647,382
7,851
9,679
9,997
49,844
—
—
61,758
13,715
7,500
57,081
13,571
841,352
4,020,736
677,769
784,230
3,395,736
1,085
15,323
2,829
31,479
295,065
5,203,516
25,280
—
645,742
3,681,676
10,093
—
—
—
—
—
—
140
7,500
56,442
11,858
764,785
5,203,516
428,329
564,746
2,041,150
12,537
11,221
5,578
37,049
323,936
3,424,546
14,910
—
427,435
2,203,858
4,242
—
—
—
—
—
—
450
15,000
8,722
749,929
3,424,546
322,324
848,128
2,491,488
5,295
10,148
8,693
43,373
640,456
4,369,905
20,264
—
654,639
2,541,956
8,172
—
—
—
—
—
—
2,057
15,000
10,275
1,117,542
4,369,905
2019
2018
2017
2016
2015
255
430
308
993
197
565
308
58
10
4
2,135
155
420
200
6
4,221
20,674
44,195
854
65,723
189
379
288
856
214
559
256
57
11
3
1,956
142
374
188
7
2,815
15,567
44,877
830
61,274
178
359
279
816
225
313
275
58
11
2
1,700
141
367
118
8
2,637
13,228
24,526
862
38,616
180
354
288
822
282
312
291
55
10
23
1,795
139
392
118
7
1,257
9,192
22,791
731
32,714
201
400
324
925
329
303
269
56
13
33
1,928
152
437
114
9
1,561
10,729
21,763
836
33,328
(1)
(2)
(3)
These miscellaneous operational statistics are non-IFRS measures.
Advisory Teams in Canada are normally comprised of one or more Investment Advisors (IAs) and their assistants and associates, who together manage a shared set of client accounts. Advisory
Teams that are led by, or only include, an IA who has been licensed for less than three years are not included in our Advisory Team count, as it typically takes a new IA approximately three years to
build an average-sized book.
Investment professionals include all staff with direct sales responsibilities, which includes brokers and assistants with direct client contacts. Fund managers include all staff who manage client
assets.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
120 Supplemental Information
Quarterly Financial Highlights(1)
(C$ thousands, except for AUM, AUA,
common and preferred share information,
financial measures and percentages)
Financial results
Fiscal 2019
Fiscal 2018
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Revenue
Expenses
Income taxes expense (recovery)
Net income (loss)
Net income (loss) attributable to CGGI shareholders
Net income (loss) attributable to common shareholders
284,808
279,265
3,087
2,456
2,663
312
331,600
290,991
8,151
32,458
32,457
30,106
300,036 274,123
275,414 252,241
3,233
18,649
17,616
15,265
6,603
18,019
17,794
15,443
322,080
324,379
7,404
(9,703)
(11,661)
(14,012)
309,442
262,559
10,285
36,598
34,432
32,081
191,547
198,613
192
(7,258)
(7,485)
(9,836)
199,808
201,580
788
(2,560)
(2,262)
(4,802)
Business segment
Income (loss) before income taxes
Canaccord Genuity(2)
Canaccord Genuity Wealth Management(3)
Corporate and Other
Geographic segment
Income (loss) before income taxes
Canada(4)
UK & Europe(5)
US(6)
Australia
Other Foreign Locations(7)
Client assets ($ millions)
AUM − Canada (discretionary)
AUA − Canada
AUM − UK & Europe
AUM − Australia
Total
Common share information
Per common share ($)
Basic earnings (loss)
Diluted earnings (loss)
Book value per diluted common share(8)
Common share price ($)
High
Low
Close
Common shares outstanding (thousands)
Issued shares excluding unvested shares
Issued and outstanding
Diluted shares
Average basic
Average diluted
Average diluted − adjusted
Market capitalization (thousands)
Preferred shares outstanding (thousands)
Shares issued and outstanding
Financial measures
Dividends per common share
Common dividend yield (closing share price)
Common dividend payout ratio
(2,529)
13,099
(5,027)
31,096
14,813
(5,300)
24,214
16,385
(15,977)
10,096
14,306
(2,520)
(6,977)
8,642
(3,964)
34,266
16,322
(3,705)
(6,773)
919
(1,212)
(7,390)
8,116
(2,498)
6,152
(6,885)
8,481
(1,792)
(413)
4,221
20,674
44,195
854
65,723
0.00
0.00
6.25
6.65
5.65
5.84
25,722
10,196
5,215
(64)
(460)
3,954
18,260
41,153
771
60,184
0.31
0.25
6.04
7.11
5.54
5.77
97,580
115,617
140,241
96,696
118,327
131,510
819,007
96,259
114,857
136,659
97,163
129,169
129,169
788,522
16,055
2,234
6,003
672
(342)
4,158
19,746
45,230
834
65,810
9,441
2,316
7,613
2,876
(364)
3,721
18,921
46,434
845
66,200
0.11
0.09
5.69
7.47
6.83
6.90
0.16
0.14
5.52
7.44
5.76
7.26
12,282
(10,073)
(11,032)
6,786
(262)
2,815
15,567
44,877
830
61,274
(0.15)
(0.15)
5.71
7.49
5.50
6.93
24,740
8,959
5,111
8,379
(306)
2,838
14,451
43,791
928
59,170
0.35
0.29
5.11
5.91
4.08
5.80
(4,139)
2,387
(6,257)
1,059
(116)
2,688
12,801
40,797
866
54,464
(0.11)
(0.11)
4.74
6.68
4.26
4.29
3,273
(941)
(2,233)
(1,315)
(556)
2,647
12,669
25,755
860
39,284
(0.05)
(0.05)
4.91
5.42
4.17
5.33
97,055
96,502
115,707 113,548
137,741 124,646
94,363
115,861 117,541
129,133 117,541
950,413 904,930
96,583
93,054
113,523
124,294
92,730
112,187
121,418
861,357
92,281
113,511
124,209
92,030
113,613
113,613
720,412
91,602
113,511
124,141
92,529
104,741
104,741
532,565
92,904
113,511
124,281
93,069
n/a
n/a
662,418
8,540
8,540
8,540
8,540
8,540
8,540
8,540
8,540
0.17
2.9%
6,299.6%
0.01
0.7%
3.8%
0.01
0.6%
11.0%
0.01
0.6%
7.4%
0.12
1.7%
(97.2)%
0.01
0.7%
3.5%
0.01
0.9%
(11.5)%
0.01
0.8%
(23.6)%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Certain non-IFRS measures are utilized by the Company as measures of financial performance. Non-IFRS measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be
comparable to similar measures presented by other companies. Non-IFRS measures included are: book value per diluted common share, common dividend yield, common dividend payout ratio, assets under
management (AUM) and assets under administration (AUA).
Includes the global capital markets division in Canada, the UK & Europe, the US, Australia, China, Dubai and Singapore. Also, commencing in Q3/17, our Dubai operation, which was previously included in Other
Foreign Locations, was included as part of Canaccord Genuity Capital Markets UK & Europe. The Other Foreign Locations geographic segment is now comprised of our Asian based operations, including our new
Singapore operation that began in fiscal 2019, China and Hong Kong, and prior to their sale or closure also included our former operations in Barbados and our advisory and capital raising business in Singapore.
Operating results of Jitneytrade Inc. and Finlogik Inc. (Jitneytrade) are included within Canaccord Genuity Capital Markets Canada since the closing dates of June 6, 2018. Operating results of Petsky Prunier LLC are
included within Canaccord Genuity Capital Markets US since the closing date of February 13, 2019
The operating results of Hargreave Hale are included since the closing date of September 18, 2017. Operating results of McCarthy Taylor Ltd. (McCarthy Taylor) are included under Canaccord Genuity Wealth
Management (UK & Europe) since the closing date of January 29, 2019
The Company’s Canada geographic segment includes operations for Canaccord Genuity, Canaccord Genuity Wealth Management and Corporate and Other business segments.
The Company’s UK & Europe geographic segment engages in capital markets and wealth management activities. Commencing in Q3/17, the operating results of Canaccord Genuity (Dubai) are included as Canaccord
Genuity UK, Europe, and Dubai.
The Company’s US geographic segment includes US capital markets and wealth management operations.
Commencing in Q3/17, the operating results of our Australian operations are disclosed as a separate geography. Prior to Q3/17 Australia was included as part of Other Foreign Locations. Also, commencing in
Q3/17, our Dubai operation, which was previously included in Other Foreign Locations, is now included as part of Canaccord Genuity UK & Europe. The Other Foreign Locations geographic segment is now comprised
of our Asian based operations, including China and Hong Kong and prior to their sale of closure also included Singapore and Barbados.
Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares in connection with
deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the number of diluted common shares
outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred consideration related to acquisitions, promissory notes and
convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not yet cancelled, and estimated forfeitures in respect of unvested share awards
under share-based payment plans.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Supplemental Information 121
Condensed Consolidated Statements of Operations(1)(2)(3)
(C$ thousands, except per share amounts and
percentages)
Revenue
Commissions and fees
Investment banking
Advisory fees
Principal trading
Interest
Other
Expenses
Incentive compensation(4)
Salaries and benefits
Trading costs
Premises and equipment
Communication and technology
Interest
General and administrative
Amortization
Development costs
Restructuring costs(5)
Acquisition-related costs
Acceleration of long-term Incentive plan(6)
expense
Share of loss from associate(7)
Loss on extinguishment of convertible
debentures
Impairment of goodwill
(Loss) income before income taxes
Income tax (recovery) expense
Net (loss) income for the period
Non-controlling interests
Net (loss) income attributable to CGGI
shareholders
Incentive compensation expenses as a % of
Q4
Fiscal 2019
Q3
Q2
Q1
Q4
Fiscal 2018
Q3
Q2
137,578
60,316
32,220
35,197
13,733
5,764
284,808
143,909
31,353
18,040
10,895
18,154
5,738
29,103
5,769
2,940
11,754
1,721
143,115
98,978
40,698
30,776
12,703
5,330
331,600
166,719
29,220
24,575
10,647
16,575
5,903
26,689
5,675
4,661
—
170
139,402
67,426
44,396
28,949
15,326
4,537
300,036
151,493
27,598
22,462
10,230
15,015
8,218
21,292
6,198
4,053
—
—
136,380
67,521
24,914
30,908
9,246
5,154
274,123
137,746
28,587
18,500
9,947
15,186
5,594
23,684
6,638
3,859
1,316
1,173
135,148
95,514
40,930
36,047
10,045
4,396
322,080
160,409
28,631
20,428
10,138
14,967
6,090
24,106
6,949
3,187
939
184
125,709
112,639
31,947
29,138
6,861
3,148
309,442
158,631
26,537
16,521
10,511
14,558
4,171
23,108
6,916
1,512
—
—
96,125
33,356
30,589
22,849
5,793
2,835
191,547
101,270
21,664
14,008
8,847
14,163
3,731
17,468
5,148
1,486
6,256
4,364
Q1
104,955
40,696
18,896
25,887
5,176
4,198
199,808
106,304
22,407
17,252
10,109
12,658
4,445
19,300
4,994
1,479
448
2,184
—
(111)
—
157
—
247
—
11
48,355
(4)
—
94
—
208
—
—
—
—
279,265
5,543
3,087
2,456
(207)
—
—
290,991
40,609
8,151
32,458
1
8,608
—
275,414
24,622
6,603
18,019
225
—
—
252,241
21,882
3,233
18,649
1,033
—
324,379
(2,299)
7,404
(9,703)
1,958
—
262,559
46,883
10,285
36,598
2,166
—
198,613
(7,066)
192
(7,258)
227
—
201,580
(1,772)
788
(2,560)
(298)
2,663
32,457
17,794
17,616
(11,661)
34,432
(7,485)
(2,262)
revenue
50.5%
50.3%
50.5%
50.2%
49.8%
51.3%
52.9%
53.2%
Total compensation expenses as a % of
revenue(8)
Non-compensation expenses as a % of revenue
Total expenses as a % of revenue
Pre-tax profit margin
Effective tax rate
Net profit margin
Basic (loss) earnings per share
Diluted (loss) earnings per share
Book value per diluted common share(9)
Canaccord Genuity Capital Markets
Canaccord Genuity Wealth Management
Corporate and Other
61.5%
36.5%
98.1%
1.9%
55.7%
0.9%
0.00
0.00
6.25
160,047
117,130
7,631
284,808
59.15
28.7%
87.8%
12.2%
20.1%
9.8%
0.31
0.25
6.04
209,387
115,979
6,248
331,600
59.7%
32.1%
91.8%
8.2%
26.8%
6.0%
0.11
0.09
5.69
178,723
116,126
5,176
300,036
60.7%
31.3%
92.0%
8.0%
58.7%
27.0%
100.7%
(0.7)%
14.8% (322.1)%
(3.0)%
(0.15)
(0.15)
5.71
200,687
116,378
5,015
322,080
6.8%
0.16
0.14
5.52
156,194
112,576
5,375
274,123
59.8%
25.0%
84.8%
15.2%
21.9%
11.8%
0.35
0.29
5.11
196,203
109,373
3,866
309,442
64.2%
39.5%
103.7%
(3.7)%
(2.7)%
(3.8)%
(0.11)
(0.11)
4.74
118,880
69,563
3,104
191,547
64.4%
36.5%
100.9%
(0.9)%
(44.5)%
(1.3)%
(0.05)
(0.05)
4.91
121,786
74,951
3,071
199,808
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Certain non-IFRS measures are utilized by the Company as measures of financial performance. Non-IFRS measures do not have any standardized meaning prescribed by IFRS and are therefore
unlikely to be comparable to similar measures presented by other companies. Non-IFRS measures included are: incentive compensation expenses as a % of revenue, total compensation expenses
as a % of revenue, non-compensation expenses as a % of revenue, total expenses as a % of revenue, and book value per diluted common share.
The operating results of the Australian operations have been fully consolidated and a non-controlling interest of 15% has been recognized for the year ended March 31, 2019 [April 1, 2018 to
August 9, 2018 − 42% and post-acquisition of an additional 30% interest in the Australian operations on August 10, 2018 − 15%; March 31, 2018 − 42%].
Data includes the results of Hargreave Hale since the closing date of September 18, 2017; Jitneytrade since the closing date of June 6, 2018; McCarthy Taylor since the closing date of January
29, 2019; and, Petsky Prunier since the closing date of February 13, 2019.
Incentive compensation expenses include the National Insurance Tax applicable to the UK.
Restructuring costs for the year ended March 31, 2019 related to termination benefits and certain real estate costs incurred as a result of the restructuring of our UK capital markets operations.
Restructuring costs for the year ended March 31, 2018 related to termination benefits as a result of the closing of certain trading operations in our UK & Europe capital markets operations, staff
reductions in our Canadian and US capital markets operations, as well as real estate costs related to the acquisition of Hargreave Hale. Restructuring costs for the year ended March 31, 2016
were related to staff reductions in our US capital markets operations and the closure of our Barbados office in Other Foreign Locations, as well as charges related to changes in our Corporate and
Other segment.
Effective as of March 31, 2018 the Plan was changed to remove certain employment-related conditions for the vesting of RSU awards made as part of the normal course incentive compensation
payment cycle. As a result of this change, the costs of RSUs granted as part of the normal course incentive compensation payment cycle will now be expensed in the period in which those awards
are deemed to be earned, instead of recognizing the costs over the vesting period. This change led to the acceleration of the remaining expense for certain awards made under the LTIP which had
not been fully amortized as of March 31, 2018. The total charge recorded during the year ended March 31, 2018 in respect of awards granted prior to fiscal 2018 was $48.4 million.
Represents the Company’s equity portion of the net loss of its investment in Canaccord Genuity Growth Corp. and Canaccord Genuity Acquisition Corp. for the year ended March 31, 2019 and the
Company’s equity portion of the net loss of its investment in Canaccord Genuity Acquisition Corp for the year ended March 31, 2018.
Total compensation expenses include incentive compensation and salaries and benefits, but exclude hiring incentives, which are included in development costs.
Book value per diluted common share is calculated as total common shareholders’ equity adjusted for assumed proceeds from the exercise of options and warrants, issuance of common shares
in connection with deferred consideration related to acquisitions, settlement of a promissory note in shares at the Company’s option, and the conversion of convertible debentures, divided by the
number of diluted common shares outstanding including estimated amounts in respect of share issuance commitments including options, warrants, other share-based payment plan, deferred
consideration related to acquisitions, promissory notes and convertible debentures, and adjusted for shares purchased or committed to be purchased under the normal course issuer bid and not
yet cancelled, and estimated forfeitures in respect of unvested share awards under share-based payment plans.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
122 Supplemental Information
Condensed Consolidated Statements of Financial Position
(C$ thousands)
Assets
Cash and cash equivalents
Securities owned
Accounts receivable
Income taxes recoverable
Deferred tax assets
Investments
Equipment and leasehold improvements
Goodwill and other intangibles
Liabilities and shareholders’ equity
Bank indebtedness
Short Term credit facility
Securities sold short
Accounts payable, accrued liabilities and other
Income taxes payable
Current portion of bank loan
Deferred consideration
Contingent consideration
Promissory note
Other long-term liability
Bank loan
Deferred tax liabilities
Subordinated debt
Convertible debentures
Non-controlling interests
Shareholders’ equity
Miscellaneous Operational Statistics(1)
Number of employees in Canada
Number in Canaccord Genuity
Number in Canaccord Genuity Wealth Management
Number in Corporate and Other
Total Canada
Number of employees in the UK & Europe
Number in Canaccord Genuity
Number in Canaccord Genuity Wealth Management
Number of employees in the US
Number in Canaccord Genuity
Number of employees in Australia
Number in Canaccord Genuity
Number in Canaccord Genuity Wealth Management
Number of employees in Other Foreign Locations
Number in Canaccord Genuity
Number of employees company-wide
Number of Advisory Teams in Canada(2)
Number of licensed professionals in Canada
Number of investment professionals and fund
managers in the UK & Europe(3)
Number of Advisors − Australia
AUM − Canada (discretionary) (C$ millions)
AUA − Canada (C$ millions)
AUM − UK & Europe (C$ millions)
AUM − Australia (C$ millions)
Total (C$ millions)
(1)
(2)
Fiscal 2019
Fiscal 2018
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
820,739
690,499
2,656,664
2,502
22,117
6,224
25,792
524,757
4,749,294
9,639
—
373,419
3,141,977
5,415
9,294
22,225
108,319
5,832
1,741
50,370
7,978
7,500
127,225
1,997
876,363
4,749,294
930,912
709,037
1,888,600
9,789
20,831
6,184
25,941
406,789
3,998,083
5,903
—
438,348
2,426,381
6,527
9,238
9,553
51,572
5,733
—
54,596
14,264
7,500
126,964
2,338
839,166
3,998,083
897,276
654,784
2,209,995
5,697
20,802
2,278
26,014
403,285
4,220,131
40,635
—
409,623
2,691,837
4,344
8,982
9,743
50,258
5,594
—
53,003
11,848
7,500
126,707
2,004
798,053
4,220,131
739,311
625,799
592,873
514,220
862,838
469,217
543,109
469,433
2,388,761 2,215,837 1,758,532 1,944,939
2,716
15,006
2,321
30,717
405,157
4,221,836 4,020,736 3,317,204 3,413,398
242
12,412
2,030
31,966
404,929
1,170
19,941
2,035
30,967
418,731
5,362
18,200
2,191
28,467
413,745
14,526
—
418,081
—
—
301,006
2,767
—
342,754
27,300
—
316,003
2,742,571 2,647,382 1,982,336 2,130,560
9,666
4,463
10,030
45,969
—
—
61,244
10,170
7,500
56,755
13,354
720,384
4,221,836 4,020,736 3,317,204 3,413,398
12,988
4,529
9,958
46,643
—
—
62,230
10,220
7,500
56,916
12,031
766,332
7,851
9,679
9,997
49,844
—
—
61,758
13,715
7,500
57,081
13,571
841,352
3,739
9,233
10,117
51,550
—
—
59,009
13,435
7,500
57,249
15,259
819,567
Fiscal 2019
Fiscal 2018
Q4
255
430
308
993
197
565
308
58
10
4
2,135
155
420
200
6
4,221
20,674
44,195
854
65,723
Q3
248
425
303
976
192
548
260
58
10
4
2,048
150
416
188
6
3,954
18,260
41,153
771
60,184
Q2
248
413
294
955
192
559
260
56
10
4
2,036
150
410
193
6
4,158
19,746
45,230
834
65,810
Q1
244
412
291
947
197
559
263
57
11
4
2,038
148
407
190
7
3,721
18,921
46,434
845
66,200
Q4
189
379
288
856
214
559
256
57
11
3
1,956
142
374
188
7
2,815
15,567
44,877
830
61,274
Q3
189
352
282
823
214
574
257
56
12
3
1,939
134
353
197
8
2,838
14,451
43,791
928
59,170
Q2
194
353
276
823
217
586
258
55
12
2
1,953
134
356
200
8
2,688
12,801
40,797
866
54,464
521,725
585,258
2,171,795
884
16,231
2,960
30,592
293,805
3,623,250
—
—
410,303
2,383,957
10,394
—
—
—
—
—
—
141
7,500
56,597
12,481
741,877
3,623,250
Q1
190
351
274
815
222
314
275
58
11
2
1,697
135
355
119
8
2,647
12,669
25,755
860
39,284
These miscellaneous operational statistics are non-IFRS measures.
Advisory Teams are normally comprised of one or more Investment Advisors (IAs) and their assistants and associates, who together manage a shared set of client accounts. Advisory Teams that are led by, or only
include, an IA who has been licensed for less than three years are not included in our Advisory Team count, as it typically takes a new IA approximately three years to build an average-sized book.
Investment professionals include all staff with direct sales responsibilities, which includes brokers and assistants with direct client contacts. Fund managers include all staff who manage client assets.
A company listed on AIM is required to retain a Nominated Adviser (commonly referred to as a Nomad) during the company’s life on the market. Among other duties, Nomads are responsible for warranting that a
company is appropriate for joining AIM. A Nomad is similar to a Financial Advisor on the LSE, but is specific to AIM.
(3)
(4)
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Glossary
Acquisition-related expense items
These expenses are mainly comprised of professional and
employment costs in connection with acquisitions.
Acquisition-related expense items also include costs incurred
for prospective acquisitions not pursued. Figures that exclude
acquisition-related items are considered non-IFRS measures.
Advisory fees
Revenue related to the fees the Company charges for corporate
advisory, mergers and acquisitions or corporate restructuring
services is recorded as Advisory fees.
Advisory Teams (IA Teams)
Advisory Teams are normally comprised of one or more
Investment Advisors (IAs) and their assistants and associates,
who together manage a shared set of client accounts. Advisory
Teams that are led by, or only include, an IA who has been
licensed for less than three years are not included in our
Advisory Team count, as it typically takes a new IA
approximately three years to build an average-sized book of
business.
Assets under administration (AUA) Canada
AUA is the market value of client assets administered by the
Company, for which the Company earns commissions or fees.
This measure includes funds held in client accounts, as well as
the aggregate market value of long and short security
positions. Management uses this measure to assess
operational performance of the Canaccord Genuity Wealth
Management business segment. This measure is non-IFRS.
Assets under management (AUM) Canada
AUM consists of assets that are beneficially owned by clients
and discretionarily managed by the Company as part of the
Complete Canaccord Investment Counselling Program and
Complete Canaccord Private Investment Management. Services
provided include the selection of investments and the provision
of investment advice. AUM is also administered by the
Company and is therefore included in AUA. This measure is
non-IFRS.
Assets under management (AUM) UK and Europe
AUM is the market value of client assets managed and
administered by the Company, for which the Company earns
commissions or fees. This measure includes both discretionary
and non-discretionary accounts. This measure is non-IFRS.
Book value per diluted common share
A measure of common equity per share calculated as total
common shareholders’ equity adjusted for assumed proceeds
from the exercise of options and warrants, issuance of
common shares in connection with deferred consideration
related to acquisitions, settlement of a promissory note issued
as purchase consideration in shares at the Company’s option,
and conversion of convertible debentures divided by the
number of diluted common shares that would then be
outstanding including estimated amounts in respect of share
issuance commitments including options, warrants, other
share-based payment plan, deferred consideration related to
acquisitions, convertible debentures and a promissory note, as
applicable, and adjusted for shares purchased or committed to
be purchased under the normal course issuer bid and not yet
123
cancelled, and estimated forfeitures in respect of unvested
share awards under share-based payment plans. This measure
is non-IFRS.
Canaccord Genuity Capital Markets
Canaccord Genuity refers to the Company’s global capital
markets division, offering institutional and corporate clients
idea-driven investment banking, merger and acquisition,
research, sales and trading services with capabilities in North
America, the UK & Europe, Asia, Australia and the Middle East.
Canaccord Genuity Wealth Management (CGWM)
Canaccord Genuity Wealth Management operations provide
comprehensive wealth management solutions and brokerage
services to individual investors, private clients, charities and
intermediaries through a full suite of services tailored to the
needs of clients in each of its markets. The Company’s wealth
management division now has Investment Advisors (IAs) and
professionals in Canada, the UK, Jersey, Guernsey, the Isle of
Man and Australia.
Commissions and fees
Commission and fees revenue consist of revenue generated
through commission-based brokerage services and the sale of
fee-based products and services.
Common equity
Also referred to as common shares, which are, as the name
implies, the most usual and commonly held form of stock in a
corporation. Dividends paid to the stockholders must be paid
to preferred shares before being paid to common stock
shareholders.
Corporate and Other
Canaccord Genuity Group’s administrative segment, described
as Corporate and Other, includes revenues and expenses
associated with providing correspondent brokerage services,
bank and other interest, foreign exchange gains and losses,
and activities not specifically allocable to either the Canaccord
Genuity Capital Markets or Canaccord Genuity Wealth
Management divisions. Also included in this segment are the
Company’s operations and support services, which are
responsible for front- and back-office information technology
systems, compliance and risk management, operations, legal,
finance, and all administrative functions of Canaccord Genuity
Group Inc
Correspondent brokerage services
The provision of secure administrative, trade execution and
research services to other brokerage firms through the
Company’s existing technology and operations infrastructure
(Pinnacle Correspondent Services).
Dilution
The change in earnings and book value per share resulting
from the exercise of all warrants and options and conversion of
convertible securities.
Dividend yield
A financial ratio that shows how much a company pays out in
dividends each year relative to its share price. It is calculated
as total annual dividends per share divided by the company
share price.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
124 Glossary
Earnings (loss) per share (EPS)
Basic earnings (loss) per common share is computed by
dividing the net income (loss) attributable to common
shareholders for the period by the weighted average number of
common shares outstanding. Diluted earnings per common
share reflects the dilutive effect in connection with the LTIP,
warrants, other share-based payment plans as well as the
convertible debentures based on the treasury stock method.
The treasury stock method determines the number of
incremental common shares by assuming that the number of
shares the Company has granted to employees has been
issued.
Employee Stock Purchase Plan (ESPP)
Voluntary plan that provides eligible employees with the ability
to purchase shares in the Company through payroll deductions,
with an additional contribution by the Company.
Escrowed securities
Common shares in the Company that are subject to specific
terms of release.
Fair value adjustment
An estimate of the fair value of an asset (or liability) for which a
market price cannot be determined, usually because there is
no established market for the asset.
Fixed income trading
Trading in new issues, government and corporate bonds,
treasury bills, commercial paper, strip bonds, high-yield debt
and convertible debentures.
Incentive-based revenue
A percentage of incentive-based revenue earned is directly paid
out as incentive compensation expense, including commission,
investment banking, advisory fees, and principal trading
revenue.
Institutional sales and trading
A capital markets business segment providing market
information and research, advice and trade execution to
institutional clients.
International Equities Group (IEG)
The International Equities Group is a premium, low cost, order
routing destination for both US listed securities and foreign
listed ordinary shares for local market execution in the US
operations.
Investment banking
Assisting public and private businesses and governments to
obtain financing in the capital markets through the issuance of
debt, equity and derivative securities on either an underwritten
or an agency basis.
Investment professionals and fund managers
Investment professionals include all staff with direct sales
responsibilities, which include brokers and assistants with
direct contacts. Fund managers include all staff who manage
client assets.
Liquidity
The total of cash and cash equivalents available to the
Company as capital for operating and regulatory purposes.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Long-term incentive plan (LTIP)
Employees (including senior executives) of the Company
receive remuneration in the form of share-based payment
transactions, whereby employees render services as
consideration for equity instruments (equity-settled
transactions). The participating employees are eligible to
receive shares that generally vest over three years (the
“RSUs”). This program is referred to as the Long-Term Incentive
Plan (the “LTIP” or the “Plan”).
National Insurance (NI) tax
Payroll tax applicable to UK employees based on a percentage
of incentive compensation payout.
Non-cash charges
Charges booked by a company that do not impact its cash
balance or working capital.
Non-IFRS Measures
Non-IFRS Measures do not have any standardized meaning
prescribed by International Financial Reporting Standards
(IFRS) and are therefore unlikely to be comparable to similar
measured presented by other companies.
Performance stock options
The PSOs have a term of five years and will time-vest ratably
over four years (with one third vesting on each of the second,
third and fourth anniversaries of the date of the grant). The
PSOs will also be subject to market (stock price) performance
vesting conditions, as well as have a four times exercise price
cap on payout value (i.e., the gain on the exercise of the
options is limited to three times the exercise price). The PSOs
will expire on June 14, 2023.
Performance share units
The Company adopted a performance share unit (PSU) plan for
certain senior executives beginning the year ended March 31,
2018. The PSUs are a notional equity-based instrument linked
to the value of the Company’s common shares. At the end of a
three-year vesting period, the number of PSUs which vest is
determined upon performance against certain pre-determined
metrics. The PSUs cliff vest on the third anniversary of the date
of the grant. The PSUs are settled in cash, based on the
market price of the Company’s shares at the time of vesting.
Preferred shares
A class of ownership in a corporation that has a higher claim
on the assets and earnings than common stock. Preferred
shares generally do not have voting rights; however, preferred
shareholders receive a dividend that must be paid out before
dividends are paid to common stockholders.
Principal trading
Trading in equity securities in principal and inventory accounts.
Revenue is generated through inventory trading gains and
losses.
Replacement plans
Share-based payment plans introduced to replace the
share-based payment plans that existed at CSHP at the date of
acquisition.
Glossary 125
Risk
Financial institutions face a number of risks that may expose
them to losses, including market, credit, operational, regulatory
and legal risk.
Separately managed accounts (SMAs)
Investment portfolios available to clients that are managed by a
senior portfolio manager. In SMAs, clients own the individual
securities within the portfolio, rather than a portion of a pooled
fund.
Significant items
Significant items include restructuring costs, amortization of
intangible assets acquired in connection with a business
combination, impairment of goodwill and other assets, and
acquisition-related expense items which include costs
recognized in relation to both prospective and completed
acquisitions, gains or losses related to business disposals
including recognition of realized translation gains on the
disposal of foreign operations, certain accounting charges
related to the change in the Company’s long-term incentive plan
(LTIP) as recorded with effect on March 31, 2018, certain
incentive-based costs related to the acquisition of Hargreave
Hale recorded under development costs, loss related to the
extinguishment of convertible debentures as recorded for
accounting purposes as well as certain expense items, typically
included in development costs, which are considered by
management to reflect a singular charge of a non-operating
nature. Financial statement items that exclude significant
items are non-IFRS measures.
Syndicate participation
A group of investment banking firms coordinating the
marketing, distribution, pricing and stabilization of equity
financing transactions.
Trading services
Quotation services, trade reconciliation, execution
management, order book management and trade reporting.
Underwriter − investment banking
Purchases securities or other instruments from a corporate
issuer for resale to investors.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
126
Corporate Governance
The Board of Directors (Board) assumes responsibility for the stewardship of the Company, acting as a whole and through its
committees, and has approved a formal Board Governance Manual (Mandate) including terms of reference for the Board and
setting forth the Board’s stewardship responsibilities and other specific duties and responsibilities. The Board’s responsibilities
are also governed by:
(cid:129) The Business Corporations Act (British Columbia)
(cid:129) The Company’s articles
(cid:129) The charters of its committees
(cid:129) Other corporate policies and applicable laws
Communication with Independent Members of the Board
Terrence Lyons has been appointed by the Board of Directors of Canaccord Genuity Group Inc. as its Lead Director. One of his
responsibilities is to receive and determine appropriate action on any communications from interested parties that are
addressed to the independent directors of the Board. Such communications can be sent to Mr. Lyons in writing by mail to
2039 West 35th Avenue, Vancouver, BC, Canada, V6M 1J1.
Strategic Planning Process
The Board’s Mandate provides that the Board is responsible for ensuring that the Company has an effective strategic planning
process. As such, the Board reviews, approves, monitors and provides guidance on the Company’s strategic plan.
Identification and Management of Risks
The Board’s Mandate includes:
(cid:129) Assisting management to identify the principal business risks of the Company
(cid:129) Taking reasonable steps to ensure the implementation of appropriate systems to manage and monitor those risks
(cid:129) Reviewing plans for evaluating and testing the Company’s internal financial controls
(cid:129) Overseeing the external auditors, including the approval of the external auditors’ terms of reference
Succession Planning and Evaluation
The Board’s Mandate includes keeping in place adequate and effective succession plans for the Chief Executive Officer (CEO) and
senior management.
(cid:129) The Corporate Governance and Compensation Committee (CGCC) receives periodic updates on the Company’s succession
plan at the senior officer level and monitors the succession planning process
(cid:129) The succession plan is reviewed, at least annually, by the CGCC
(cid:129) On the recommendation of the Chairman & CEO, the Board appoints the senior officers of the Company
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Corporate Governance 127
Communications and Public Disclosure
The Company’s Disclosure Controls Policy (DCP) addresses the accurate and timely communication of all important information
relating to the Company and its interaction with shareholders, investment analysts, other stakeholders and the public generally.
(cid:129) The DCP is reviewed annually by the Board
(cid:129) The DCP, public securities regulatory filings, press releases and investor presentations are posted on the Company’s website
(cid:129) The Board reviews all quarterly and annual consolidated financial statements and related management discussion and
analysis, the Company’s earnings releases, management information circulars, annual information forms (AIFs) and financing
documents
Internal Controls
The Board requires management to maintain effective internal controls and information systems. The Board, with the assistance
of the Audit Committee, oversees the integrity of the Company’s internal control and information systems.
(cid:129) The Audit Committee meets no less than four times a year with the Company’s Chief Financial Officer (CFO) and senior
finance staff to review internal controls over financial reporting and related information systems
(cid:129) External auditors provide recommendations to the Audit Committee on an annual basis in relation to the Company’s internal
controls and information systems
As of March 31, 2019 an evaluation was carried out, under the supervision of and with the participation of management, including
the President & CEO and the Executive Vice President & CFO, of the effectiveness of our disclosure controls and procedures as
defined under National Instrument 52-109. Based on that evaluation, the President & CEO and the Executive Vice President & CFO
concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2019.
Governance
The Board is currently composed of eight directors, six of whom are independent of management as determined under applicable
securities legislation. In order to facilitate the exercise of independent judgment by the Board of Directors, the Board has
appointed a lead director and holds regular meetings without management directors present.
(cid:129) The CGCC is responsible for periodically reviewing the composition of the Board and its committees
(cid:129) A formal annual assessment process has been established to include feedback by all the directors to the full Board,
including the completion of a confidential survey
(cid:129) New directors are provided with substantial reference material on the Company’s strategic focus, financial and operating
history, corporate governance practices and corporate vision
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
128 Corporate Governance
Summary of Charters and Committees
The Board has delegated certain of its responsibilities to two committees, each of which has specific roles and responsibilities as
defined by the Board. Both of these Board committees are made up of independent directors.
AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by monitoring the Company’s financial
reporting practices and financial disclosure. It comprises four independent directors. All members of the Audit Committee are
financially literate; that is, they are able to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be
expected to be raised by the Company’s financial statements. The current members of the Audit Committee are Terrence Lyons
(Chair), Charles Bralver, Merri Jones and Dipesh Shah.
The Audit Committee has adopted a charter which specifically defines the roles and responsibilities of the Audit Committee.
The Audit Committee Charter can be found in the Company’s AIF filed on SEDAR. The Audit Committee has direct communication
channels with the external auditors and CFO and senior finance staff and discusses and reviews issues with each of them on a
regular basis. The Audit Committee’s mandate was updated in Fiscal 2015 to better reflect the Audit Committee’s oversight of the
Company’s risk management function.
The Audit Committee is responsible for ensuring management has designed and implemented an effective system of internal
control. The external auditors are hired by and report directly to the Audit Committee. After consultation with management, the
Audit Committee is responsible for setting the external auditors’ compensation. The external auditors attend each meeting of
the Audit Committee, and a portion of each meeting is held without the presence of management. The Audit Committee annually
reviews and approves the external auditors’ audit plan and must approve any audit and non-audit work performed by the external
auditors. The CFO and senior finance staff attend each meeting of the Audit Committee other than the portion of the meeting
which is held without management present to allow more open discussion. The Audit Committee annually reviews and approves
the internal audit plan.
CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE
The Corporate Governance and Compensation Committee is responsible for developing the Company’s approach to governance
issues, reviewing the Company’s overall governance principles and recommending changes to those principles from time to time.
It comprises four unrelated directors: Michael Harris (Chair), Charles Bralver, Kalpana Desai and Terrence Lyons. The committee
has full access to staff and resources. At all regular committee meetings during the year, a portion of each meeting is held without
management present to allow more open discussion.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Board of Directors
Charles N. Bralver (2010)
Audit Committee
Corporate Governance and Compensation Committee
Charles N. Bralver, age 67, is a financial services executive
with over forty years of financial services experience. For more
than 23 years — from 1984 to 2007 — Mr. Bralver was a
founder and Vice Chairman of management consultancy Oliver,
Wyman & Co. where he specialized in strategy, risk and
operational work for leading investment banks, asset
managers, exchanges and other market utilities. He served as
Senior Associate Dean for International Business and Finance
at the Fletcher School of Law and Diplomacy from 2007 to
2010, and from 2007 to 2009 as a strategic advisor to
Warburg Pincus LLC. Mr. Bralver serves as a director of the
Company, and insurance risk exchange AkinovA, on the
Leadership Council of AI solution developer r4, and on the
Board of Visitors of the Fletcher School of Law and Diplomacy.
He is also a member of the Boston Financial Leadership
Council and Business Executives for National Security.
Mr. Bralver started his career at Booz Allen Hamilton. He is a
graduate of the Fletcher School and Dartmouth College.
Mr. Bralver is not currently a director of any other public
companies.
Daniel Daviau (2015)
Dan Daviau, age 54, was appointed President and Chief
Executive Officer and a director of the Company and Chief
Executive Officer of Canaccord Genuity Corp. effective on
October 1, 2015. Mr. Daviau served as President of Canaccord
Genuity’s North American capital markets business from
February 2015. From 2012 to 2015, he was President of the
firm’s US capital markets business, where he helped to
structure the firm’s investment banking, research, sales and
trading operations in the region and improve cross-border
capabilities. From 2010 to 2012, Mr. Daviau was Head of
Investment Banking for Canaccord Genuity. Before the
Canaccord/Genuity merger that was announced in 2010,
Mr. Daviau was a Principal and Founder of Genuity Capital
Markets, where he held a variety of senior roles since 2005.
Before 2005, Mr. Daviau was Co-Head of Investment Banking at
CIBC World Markets, a firm he joined in 1991. While at CIBC
World Markets, Mr. Daviau also served as the Head of the
Media and Telecommunications Group since 2000 and Head of
the Technology Investment Banking Group in Canada since
1997.
Having started his career as a securities lawyer with
Goodman & Co., Mr. Daviau has extensive experience in a
broad range of financing transactions and M&A assignments.
Mr. Daviau is based in Toronto, Canada. He holds an MBA from
York University, an LL.B. from Osgoode Hall/York University and
a B.A. (Math and Statistics) from the University of Western
Ontario.
Mr. Daviau is not currently a director of any other public
companies.
129
Kalpana Desai (2014)
Corporate Governance and Compensation Committee
Kalpana Desai, age 52, is a corporate director and advisor. She
has over 25 years of international investment banking and
advisory experience. She was Head of Macquarie Capital Asia,
the investment banking division of Macquarie Group, an
Executive Director and a member of the Global Macquarie
Capital Operations Committee from 2010 to 2013. Before
joining Macquarie Group in 2009, Ms. Desai was Head of the
Asia-Pacific Mergers & Acquisitions Group and a Senior
Managing Director in the investment banking division of Bank
of America Merrill Lynch based in Hong Kong, having joined
Merrill Lynch in 1998. Earlier, Ms. Desai worked in the
investment banking divisions of Barclays de Zoete Wedd (now
part of Credit Suisse) and J. Henry Schroder Wagg (now part of
Citibank) in London, having started her career in the financial
services consulting division of PricewaterhouseCoopers.
Ms. Desai was a member of the Takeovers and Mergers Panel
of the Securities and Futures Commission in Hong Kong from
2007 to 2014.
Born in Kenya and educated in the United Kingdom, Ms. Desai
lived in Hong Kong from 1997 to 2017 and now lives in the
United Kingdom. Ms. Desai holds a B.Sc. (honours) from the
London School of Economics and Political Science and is an
Associate Member of the Institute of Chartered Accountants of
England and Wales.
In addition to Canaccord Genuity Group Inc., Ms. Desai is a
non-executive director of Janus Henderson Group plc which is
listed on the New York Stock Exchange (NYSE), the London
Stock Exchange and the Australian Securities Exchange (ASX).
Michael D. Harris, ICD.D. (2004)
Corporate Governance and Compensation Committee
Michael Harris, ICD.D, age 74, is the President of his own
consulting firm, Steane Consulting Ltd., and, in this capacity,
acts as a consultant to various Canadian companies, including
Fasken Martineau DuMoulin LLP. Before joining Fasken in
September 2013, he was a senior business advisor with the
law firm of Cassels Brock & Blackwell in Toronto.
Mr. Harris was born in Toronto in 1945 and was raised in
Callander and North Bay, Ontario. Before his election to the
Ontario Legislature in 1981, Mr. Harris was a schoolteacher, a
school board trustee and chair and an entrepreneur in the
Nipissing area. On June 8, 1995, Mr. Harris became the
22nd Premier of Ontario following a landslide election victory. In
1999, he was re-elected — making him the first Ontario
Premier in over 30 years to form a second consecutive majority
government.
In addition to sitting on several boards of Canadian
corporations, he has also served as a director of the Manning
Centre for Building Democracy and as the Honorary Chair of the
North Bay District Hospital Capital Campaign and the Nipissing
University and Canadore College Capital Campaign. Mr. Harris
is also a Senior Fellow of the Fraser Institute and a director of
the New Haven Learning Centre. He has received his ICD.D
certification from the Institute of Corporate Directors.
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
130 Board of Directors
In addition to Canaccord Genuity Group Inc., Mr. Harris is a
director of the following public companies: Chartwell
Retirement Residences (Chair), Colliers International Group Inc.
(CIGI) and Routel Inc. (Chair).
Merri Jones, ICD.D (2018)
Audit Committee
Merri Jones, age 68, is a corporate director and advisor. She
has over 40 years’ experience within financial services with
expertise across sales and marketing, finance, strategy and
human resources. She was the first female to lead a
Schedule II Bank in Canada. She was the Executive Vice
President, Private Wealth, at Fiera Capital from 2010 to 2015;
President of GBC Asset Management in 2008 and 2009;
President and Chief Executive Officer of AGF Private Wealth
Management from 2003 to 2007; President, Chief Operating
Officer and Director of TAL Private Management from 1996 to
2003; and President and Chief Executive Officer of CIBC Trust
in 1995 and 1996. Before joining CIBC in 1995, Ms. Jones had
been President and Chief Executive Officer of First Interstate
Bancorp from 1986 to 1990 and had worked at Chemical Bank
and the Royal Bank of Canada, where she began her career.
Ms. Jones was educated at the University of Western Ontario,
the Wharton School of Business and the University of Toronto.
She has received her ICD.D certification from the Institute of
Corporate Directors.
Ms. Jones is a director of the following public company: Data
Communications Management Corp. She is also the Chair of the
investment review committee of the Starlight Group of Funds.
David Kassie (2010)
David Kassie, age 63, became Group Chairman and a director
of the Company on the closing of the acquisition of Genuity
Capital Markets, a Canadian investment bank, on April 23,
2010, and became Chairman on April 1, 2012. He was the
Principal, Chairman and Chief Executive Officer of Genuity
Capital Markets from 2004 until May 9, 2010, when the
integration of the businesses of Genuity Capital Markets and
Canaccord Financial Ltd. was completed under the name
Canaccord Genuity. Before 2004, he was Chairman and Chief
Executive Officer of CIBC World Markets and the Vice Chairman
of CIBC. On the death of Paul Reynolds on April 1, 2015,
Mr. Kassie was appointed as the Chief Executive Officer of the
Company and on October 1, 2015, upon succession,
Mr. Kassie became the Executive Chairman.
Mr. Kassie has extensive experience as an advisor, underwriter
and principal. He sits on a number of corporate boards.
Mr. Kassie is actively involved in community and charitable
organizations and is the Chairman of the Board of Baycrest
Health Sciences and is on the board of the Richard Ivey School
of Business and was formerly on the boards of the Toronto
International Film Festival Group and the Hospital for Sick
Children.
Mr. Kassie holds a B.Comm. (Honours) in Economics from
McGill University (1977), and an MBA from the University of
Western Ontario (1979).
In addition to Canaccord Genuity Group Inc., Mr. Kassie is a director
of the following public company: Reitmans (Canada) Limited.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Terrence A. Lyons, ICD.D. (2004)
Audit Committee
Corporate Governance and Compensation Committee
Terrence (Terry) Lyons, ICD.D, age 69, is a corporate director. He is a
director of several public and private corporations including Sprott
Resource Holdings Inc. (Chairman) and Martinrea International Inc.
Mr. Lyons is a retired Managing Partner of Brookfield Asset
Management, past Chairman of Northgate Minerals Corporation
which was acquired by AuRico Gold Inc. (now Alamos Gold Inc.),
past Chairman of Eacom Timber Corporation which was sold to a
private equity firm, past Chairman of Westmin Mining, past
Vice-Chairman of Battle Mountain Gold and past Chairman of
Polaris Materials Corporation.
Mr. Lyons is a Civil Engineer (UBC) with an MBA from the
University of Western Ontario (1974). He sits on the Advisory
Board of the Richard Ivey School of Business and is active in
sports and charitable activities, is a past Governor of the
Olympic Foundation of Canada, past Chairman of the Mining
Association of B.C., past Governor and member of the
Executive Committee of the B.C. Business Council and a past
director of the Institute of Corporate Directors (B.C.). In 2007,
Mr. Lyons was awarded the INCO Medal by the Canadian
Institute of Mining and Metallurgy for distinguished service to
the mining industry.
In addition to Canaccord Genuity Group Inc., Mr. Lyons is a
director of the following public companies: Martinrea
International Inc. and Sprott Resource Holdings Inc.
Dipesh Shah, OBE, FRSA (2012)
Audit Committee
Dipesh Shah, OBE, FRSA, age 66, is Chairman of Notting Hill
Genesis and Genesis Housing Association and a director on
the boards of The Crown Estate and the two 2020 European
Funds for Energy, Climate Change and Infrastructure (‘‘EU
Marguerite Fund I’’ and ‘‘EU Marguerite Fund II’’, for each of
which he is Chairman of the Investment Committee). He is also
a Trustee of the British Youth Opera and a Governor of
Merchant Taylors’ School.
Mr. Shah was formerly the Chief Executive of the UK Atomic Energy
Authority and of various large businesses in BP Plc, where he was a
member of the Group Leadership for more than a decade and
latterly also the Global Head of Acquisitions and Divestitures.
Mr. Shah was Chairman, inter alia, of Viridian Group plc, HgCapital
Renewable Power Partners LLP and the European Photovoltaic
Industry Association. He was the Senior Independent Director and
Chair of the Remuneration Committee of JKX Oil & Gas Plc from
2008 to 2015, the Senior Independent Director and Chair of the
Nominations Committee of Equus Petroleum Plc from 2013 to
2016 and a Director of Thames Water from 2007 to August 2017
and of Cavendish Fluor Partnership from 2014 to August 2017. In
addition, he has been a Director of several major organizations,
including Babcock International Group Plc and Lloyd’s of London, the
insurance market. He was also a member of the UK Government’s
Renewable Energy Advisory Committee from 1994 to 2002. Earlier,
Mr. Shah was the Chief Economist for BP Oil UK.
Born in India, and brought up in Uganda, Mr. Shah is a graduate
of the University of London, the University of Warwick and the
Harvard Business School management program. He was
appointed an Officer of the Order of the British Empire (OBE) in
the 2007 New Year Honours and is a Life Fellow of the Royal
Society of Arts (FRSA).
Mr. Shah is not currently a director of any other public companies.
131
UK & Europe
London
88 Wood Street
London, UK
EC2V 7QR
Telephone: 44.20.7523.8000
Dublin
38 Fitzwilliam Street Upper
Grand Canal Dock
Dublin 2
D02 KV05
Ireland
Telephone: 353.1.635.0210
Paris
Washington Plaza
29 rue de Berri
75008 Paris
France
Telephone: 33.1.56.69.66.66
Dubai
Gate Village Building 4
Suite 402, DIFC
PO Box 507023
Dubai
United Arab Emirates
Telephone: 971.4.454.1215
Locations
Capital Markets
CANACCORD GENUITY CAPITAL MARKETS
Canada
Toronto
Brookfield Place
161 Bay Street, Suite 3000
P.O. Box 516
Toronto, ON
Canada M5J 2S1
Telephone: 416.869.7368
Toll free (Canada): 1.800.382.9280
Vancouver
Pacific Centre
609 Granville Street, Suite 2200
P.O. Box 10337
Vancouver, BC
Canada V7Y 1H2
Telephone: 604.643.7300
Toll free (Canada): 1.800.663.1899
Calgary
Centennial Place − East Tower
Suite 2400, 520 3rd Ave. SW
Calgary, AB
Canada T2P 0R3
Telephone: 403.508.3800
Montréal
1250 René-Lévesque Boulevard West
Suite 2930
Montréal, QC
Canada H3B 4W8
Telephone: 514.844.5443
United States
New York
535 Madison Avenue
New York, NY
USA 10022
Telephone: 212.355.7570
Boston
99 High Street, Suite 1200
Boston, MA
USA 02110
Telephone: 617.371.3900
Toll free: 1.800.225.6104
San Francisco
44 Montgomery Street, Suite 1600
San Francisco, CA
USA 94105
Telephone: 415.392.8844
Toll free: 1.800.225.6104
Nashville
1033 Demonbreun Street, Suite 620
Nashville, TN
USA 37203
Telephone: 615.490.8500
Chicago
22 W. WASHINGTON SUITE 1500
CHICAGO, IL
USA 60602
Telephone: 847.864.1139
Toll free:1.888.866.9799
Minneapolis
45 South 7th Street, Suite 2640
Minneapolis, MN
USA 55402-1648
Telephone: 805.205.0589
Washington
1200 G Street, NW
Suite 725
Washington, DC 20036
USA
Telephone: 301.657.4600
New York
2570 North Rd. N
Bellmore NY 11710
Telephone: 954-579-7930
New York
1600 Broadway
New York, NY 10019
Telephone 203.367.9400
New York
60 Broad Street, 38th Floor
New York, NY
USA 10004
Telephone: 212-483-8890
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
132 Locations
Asia-Pacific
Beijing
Unit 2401-33, Level 24, China World
Office 2, 1 Jianguomenwai Avenue,
Chaoyang District
Beijing 100004
China
Telephone: 8610.5929 8650
Hong Kong
1505, 15/F, ICBC Tower,
Three Garden Road, Central,
Hong Kong
Telephone: 852.3919.2500
Singapore
Level 42, Six Battery Road
Singapore 049909
Telephone: 65.6232.2187
Wealth Management
CANACCORD GENUITY WEALTH
MANAGEMENT
Canada
British Columbia
Vancouver
Pacific Centre
609 Granville Street, Suite 2200
P.O. Box 10337
Vancouver, BC
Canada V7Y 1H2
Telephone: 604.643.7300
Toll free (Canada): 1.800.663.1899
Kelowna
Landmark 5, 320 − 1620 Dickson
Avenue
Kelowna, BC
Canada V1Y 9Y2
Telephone: 250.712.1100
Toll free: 1.888.389.3331
Ontario
Toronto
Brookfield Place, Suite 3100
P.O. Box 516
161 Bay Street
Toronto, ON
Canada M5J 2S1
Telephone: 416.869.7368
Toll free (Canada): 1.800.382.9280
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Melbourne
Level 4, 60 Collins Street
Melbourne, VIC, 3000, Australia
Telephone: 61.3.8688.9100
Perth
1292 Hay Street
Suite 2.4, Level 2
West Perth 6005 WA
Telephone: 61.8.6216.2018
Sydney
Suite 62.01, Level 62, MLC Centre
19-29 Martin Place
Sydney NSW 2000
Telephone: 61.2.9263.2700
Waterloo
80 King Street South, Suite 101
Waterloo, ON
Canada N2J 1P5
Telephone: 519.886.1060
Toll free: 1.800.495.8071
Alberta
Calgary
Centennial Place − East Tower
520 3rd Avenue SW, Suite 2400
Calgary, AB
Canada T2P 0R3
Telephone: 403.508.3800
Toll free: 1.800.818.4119
Edmonton
Manulife Place
10180 − 101st Street, Suite 570
Edmonton, AB
Canada T5J 3S4
Telephone: 780.408.1500
Toll free: 1.877.313.3035
Manitoba
Winnipeg
1010-201 Portage Avenue
Winnipeg, MB
Canada R3B 3K6
Telephone: 204.259.2850
Toll free: 1.877.259.2888
Québec
Montréal
1250 René-Lévesque Boulevard West,
Suite 2930
Montreal, QC
Canada H3B 4W8
Telephone: 514.844.5443
Toll free: 1.800.361.4805
Nova Scotia
Halifax
Purdy’s Wharf Tower II
Suite 2004
1969 Upper Water Street
Halifax, NS
Canada B3J 3R7
Telephone: 902.442.3162
Toll free: 1.866.371.2262
Canaccord Genuity Wealth Management
(USA), Inc.
Vancouver
Pacific Centre
609 Granville Street, Suite 2200
P.O. Box 10337
Vancouver, BC
Canada V7Y 1H2
Telephone: 604.684.5992
Independent Wealth Management
Branches
British Columbia
Prince George
101 − 1840 Third Avenue
Prince George, BC
Canada V2M 1G4
Telephone: 250.614.0888
Too free: 1.866.614.0888
Alberta
Calgary
#207 − 322 11th Avenue SW
Calgary, AB
Canada T2R 0W7
Telephone: 403.531.2444
Toll free: 1.866.531.2444
UK & Europe
London
41 Lothbury
London, UK
EC2R 7AE
Telephone: 44.20.7523.4500
Jersey
37 The Esplanade
St Helier
Jersey JE4 0XQ
Telephone: 44.1534.708090
Guernsey
Trafalgar Court,
Admiral Park,
St. Peter Port
Guernsey GY1 2JA
Telephone: 44.1481.733900
Isle of Man
Anglo International House
Bank Hill
Douglas
Isle of Man IM1 4LN
Telephone: 44.1624.690100
Blackpool
Talisman House
Boardmans Way
Blackpool FY4 5FY
Telephone: 44.1253.621575
Lancaster
2 Waterview
Lancaster LA1 4XS
Telephone: 44.1524.541560
Norwich
13-15 St Georges Street
Norwich
Norfolk NR3 1AB
Telephone: 44.1603.567120
Llandudno Junction
Anson House
1 Cae’r Llynen
Llandudno Junction
Conwy LL31 9LS
Telephone: 44.1492.558359
Nottingham
The Point
Loughborough Road
West Bridgford,
Locations 133
Nottingham NG2 7QW
Telephone: 44.1158.965840
Worcester
Saggar House
Princes Drive
Worcester WR1 2PG
Telephone: 44.1905.723551
York
23 High Petergate
York YO1 7HS
Telephone: 44.1904.232780
Southampton
Ocean Village Innovation Centre
Ocean Way
Southampton SO14 3JZ
Telephone: 44.2380.381670
OTHER LOCATIONS
Pinnacle Correspondent Services
Vancouver
Pacific Centre
609 Granville Street, Suite 2200
P.O. Box 10337
Vancouver, BC
Canada V7Y 1H2
Telephone: 604.643.7300
Toronto
Brookfield Place
161 Bay Street, Suite 3000
P.O. Box 516
Toronto, ON
Canada M5J 2S1
Telephone: 416.869.7368
2019 ANNUAL REPORT / CANACCORD GENUITY GROUP INC.
134
Shareholder Information
Common Share Trading Information (Fiscal 2019)
Stock exchange
Toronto TSX
Diluted shares
outstanding at
March 31, 2019
Year-end price
March 31, 2019
High
115,616,744
$
5.84
$
7.49
$
Ticker
CF
Low
5.54
Total volume
of shares
50,383,161
Fiscal 2019 Preferred Dividend Dates and Amounts
Quarter end date
June 30, 2018
September 30, 2018
December 31, 2018
March 31, 2019
Preferred
dividend
record date
Preferred
dividend
payment date
September 14, 2018
October 1, 2018
December 14, 2018
December 31, 2018
March 15, 2019
June 21, 2019
April 1, 2019
July 2, 2019
Series A
preferred
dividend
0.24281
0.24281
0.24281
0.24281
0.97124
$
$
$
$
$
$
$
$
$
$
Series C
preferred
dividend
0.31206
0.31206
0.31206
0.31206
1.24824
Fiscal 2019 Common Dividend Dates and Amounts
Quarter end date
June 30, 2018
September 30, 2018
December 31, 2018
March 31, 2019
Common dividend
record date
Common dividend
payment date
August 31, 2018
September 10, 2018
November 30, 2018
December 10, 2018
March 1, 2019
June 21, 2019
March 15, 2019
July 2, 2019
Total
preferred
dividend
0.55487
0.55487
0.55487
0.55487
2.21948
Common
dividend
0.01
0.01
0.01
0.17
0.20
$
$
$
$
$
$
$
$
$
$
Fiscal 2020 Expected Dividend(1) and Earnings Release Dates
Expected earnings
release date
Preferred dividend
record date
Preferred dividend
payment date
Common dividend
record date
Common dividend
payment date
Q1/20
Q2/20
Q3/20
Q4/20
August 7, 2019
September 13, 2019
September 30, 2019
August 30, 2019
September 10, 2019
November 6, 2019
December 20, 2019
December 31, 2019
November 29, 2019
December 10, 2019
February 5, 2020
March 20, 2020
March 31, 2020
February 28, 2020
June 3, 2020
June 19, 2020
June 30, 2020
June 19, 2020
March 10, 2020
June 30, 2020
(1) Dividends are subject to Board of Directors approval. All dividend payments will depend on general business conditions and the Company’s financial conditions, results of operations, capital
requirements and such other factors as the Board determines to be relevant.
CANACCORD GENUITY GROUP INC. / 2019 ANNUAL REPORT
Shareholder Information
Stock Exchange Listing
TSX: CF
Website and Financial Information
For TSX required corporate
governance disclosures and current
financial information, please visit
www.canaccordgenuity.com/
investor-relations.
Fiscal Year End
March 31
Regulatory Filings
To view Canaccord Genuity Group’s
regulatory filings on SEDAR, please
visit www.sedar.com.
Institutional Investors, Analysts
and Media Contact
Christina Marinoff
Vice President, Investor Relations &
Communications
Telephone: 416.687.5507
Email: cmarinoff@cgf.com
General Shareholder
Inquiries
For all general shareholder info, or to
request a copy of this report:
INVESTOR RELATIONS
161 Bay Street, Suite 3000
Toronto, ON, Canada
Telephone: 416.869.7293
Fax: 416.947.8343
Email: investor.relations@cgf.com
Transfer Agent and Registrar
For information about stock transfers,
address changes, dividends, lost stock
certificates, tax forms and estate
transfers, contact:
Corporate Headquarters
STREET ADDRESS
Canaccord Genuity Group Inc.
609 Granville Street, Suite 2200
Vancouver, BC, Canada
COMPUTERSHARE
INVESTOR SERVICES INC.
100 University Avenue, 8th Floor
Toronto, ON M5J 2Y1
Telephone toll free (North America):
1.800.564.6253
International: 514.982.7555
Fax: 1.866.249.7775
Toll free fax (North America) or
International fax: 416.263.9524
Email: service@computershare.com
Website: www.computershare.com
Eligible Dividend Designation:
Income Tax Act (Canada)
In Canada, the Federal Income Tax
Act and most provincial income tax
legislation provide lower levels of
taxation for Canadian individuals
who receive eligible dividends. All of
the common share dividends paid by
Canaccord Genuity Group Inc. since
2006 are eligible, as are common
share dividends paid hereafter, unless
otherwise indicated.
MAILING ADDRESS
Pacific Centre
609 Granville Street, Suite 2200
P.O. Box 10337
Vancouver, BC V7Y 1H2, Canada
Independent Auditor
Ernst & Young LLP
Chartered Professional Accountants
Vancouver, BC
For information about fees paid to
shareholders’ auditors, refer to our
Fiscal 2019 Annual Information Form.
Qualified Foreign Corporation
Canaccord Genuity Group Inc. is a
“qualified foreign corporation” for
US tax purposes under the Jobs &
Growth Tax Reconciliation Act of 2003.
Annual General Meeting
Wednesday, August 7, 2019
at 11:00 a.m. (Eastern time)
InterContinental Boston
510 Atlantic Avenue
Boston, MA, USA
Editorial and Design Services
The Works Design
Communications Ltd.
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Beijing
Blackpool
Boston
Calgary
Dubai
Dublin
Edmonton
Guernsey
Halifax
Hong Kong
Isle of Man
Jersey
Kelowna
Kitchener
Lancaster
Llandudno
London
Melbourne
Minneapolis
Montréal
Nashville
New York
Norwich
Nottingham
Paris
Penticton
Perth
Prince George
San Francisco
Singapore
Sydney
Toronto
Vancouver
Washington
Waterloo
Winnipeg
Worcester
York
More information about Canaccord Genuity Group Inc., including the Company’s
fiscal 2019 online annual report, can be found at www.canaccordgenuity.com/investor-relations.