UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2019
Commission File Number: 001-34928
SPROTT PHYSICAL SILVER TRUST
(Translation of registrant’s name into English)
Royal Bank Plaza, South Tower,
200 Bay Street, Suite 2600,
Toronto, Ontario,
Canada M5J 2J1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K/A REPORT
Sprott Physical Silver Trust (the "Trust") is submitting this Amendment No. 1 on Form 6-K/A ("Amendment No. 1") to amend the Trust's Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the
"Commission") on August 14, 2019 (the "Original Filing"), which contained, as Exhibit 99.1, the Management Report of Fund Performance and Unaudited Financial Statements as of June 30, 2019 of the Trust.
The sole purpose of this Amendment No. 1 is to correct typographical errors in the chart entitled “Unaudited statements of changes in equity”, specifically the information with respect to comparative numbers for 2018. No
changes were made to the respective information for 2019, and this Amendment No. 1 reflects no other changes to the Original Filing.
Exhibit 99.1 is hereby incorporated by reference into the Trust’s registration statement on Form F-10 (File No. 333-225772), filed with the Commission on June 20, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPROTT PHYSICAL SILVER TRUST
(Registrant)
By Sprott Asset Management GP Inc.,
as general partner of
the manager of the Registrant
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By:
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/s/ Kevin Hibbert
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Kevin Hibbert
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Director
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Dated: August 21, 2019
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Exhibit 99.1
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Sprott Physical
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Silver Trust
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Interim Report to Unitholders
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June 30, 2019
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Table of Contents
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Management Report of Fund Performance
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3
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Financial Statements
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7
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The management report of fund performance is an analysis and explanation that is designed to complement and supplement an investment
fund’s financial statements. This report contains financial highlights but does not contain the complete financial statements of the investment fund. A copy of the financial statements has been included separately within the Report to
Unitholders. You can also get a copy of the financial statements at your request, and at no cost, by calling 1-866-299-9906, by visiting our website at www.sprottphysicalbullion.com or SEDAR at www.sedar.com or by writing to us at: Sprott Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600,
P.O. Box 26, Toronto, Ontario M5J 2J1.
2
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Sprott Physical Silver Trust
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June 30, 2019
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Management Report of Fund Performance (in U.S. dollars)
Investment Objective and Strategies
Sprott Physical Silver Trust (the “Trust”) is a closed-end mutual fund trust organized under the laws of the Province of Ontario, Canada,
created to invest and hold substantially all of its assets in physical silver bullion. The Trust seeks to provide a secure, convenient and exchange-traded investment alternative for investors interested in holding physical silver bullion without
the inconvenience that is typical of a direct investment in physical silver bullion. The Trust intends to achieve its objective by investing primarily in long-term holdings of unencumbered, fully allocated, physical silver bullion and does not
speculate with regard to short-term changes in silver prices.
The units of the Trust are listed on the New York Stock Exchange (“NYSE”) Arca and the Toronto Stock Exchange (“TSX”) under
the symbols “PSLV” and “PSLV.U”, respectively.
Risks
The risks of investing in the Trust are detailed in the Trust’s annual information form dated March 29, 2019. There have been no material
changes to the Trust since inception that have affected the overall level of risk. The principal risks associated with investing in the Trust are the price of silver, the net asset value and/or the market price of the units, the purchase,
transport, insurance and storage of physical silver bullion, liabilities of the Trust, and redemption of units.
Results of Operations
For the period from April 1, 2019 to June 30, 2019, the total change in unrealized gains on physical silver bullion amounted to $10.7 million
compared to the change in unrealized losses of $10.1 million during the same period in 2018. For the period from January 1, 2019 to June 30, 2019, the total change in unrealized losses on physical silver bullion amounted to $5.5 million compared to
the change in unrealized losses of $41.6 million during the same period in 2018.
During the period from January 1, 2019 to June 30, 2019, the Trust issued 35,850 units for gross proceeds of $204,761, and
redeemed 1,191,251 units for silver bullion. Comparatively, for the same period in 2018, the Trust issued 2,108,070 units for gross proceeds of $13,495,524 and redeemed 1,190,000 units.
The value of the net assets of the Trust as of June 30, 2019 was $855.3 million or $5.73 per unit, compared to $874.9
million or $5.82 per unit as at December 31, 2018, the Trust’s most recent fiscal year end. The Trust held 55,815,375 ounces of physical silver bullion as of June 30, 2019 compared to 56,251,280 ounces at December 31, 2018. As at June 30, 2019, the
spot price of silver was $15.31 an ounce compared to a price of $15.50 an ounce as at December 31, 2018. The Trust returned (1.5%) compared to the return on spot silver of (1.2%) for the period from January 1, 2019 to June 30, 2019.
The Trust’s net asset value per unit on June 30, 2019 was $5.73 compared to $5.82 per unit as at December 31, 2018. The
units closed at $5.71 on the NYSE Arca and $5.68 on the TSX on June 30, 2019 compared to closing prices of $5.59 on the NYSE Arca and $5.48 on the TSX on December 31, 2018. The units are denominated in U.S. dollars on both exchanges. During the
period from January 1, 2019 to June 30, 2019, the Trust’s units traded on the NYSE Arca at an average discount to net asset value of approximately (3.2%).
On June 24, 2016, the Trust entered into a sales agreement with Cantor Fitzgerald & Co. whereby
the Trust may, in its sole discretion and subject to its operating and investment restrictions, offer and sell trust units through an “at the market offering” program (the “ATM Program”) in transactions on the NYSE Arca or any other existing
trading market for the trust units in the United States or to or through a market maker in the United States pursuant to a registration statement filed with the U.S.
3
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Sprott Physical Silver Trust
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June 30, 2019
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Securities and Exchange Commission and a prospectus supplement to a short form base shelf prospectus filed with the Ontario
Securities Commission, as principal regulator, and with each of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada. During the period from January 1, 2019 to June 30, 2019, the Trust sold
35,850 units through the ATM Program.
Operating Expenses
The Trust pays its own operating expenses, which include, but are not limited to, audit, legal, trustee fees, unitholder
reporting expenses, general and administrative fees, filing and listing fees payable to applicable securities regulatory authorities and stock exchanges, storage fees for the physical silver bullion, costs incurred in connection with the Trust’s
continuous disclosure public filing requirements and investor relations and any expenses associated with the implementation and on-going operation of the Independent Review Committee of the Trust. Operating expenses for the period from April 1,
2019 to June 30, 2019 amounted to $464,457 (not including applicable Canadian taxes) compared to $686,331 for the same period in 2018. Operating expenses for the period from January 1, 2019 to June 30, 2019 amounted to $876,873 (not including
applicable Canadian taxes) compared to $1,142,351 for the same period in 2018. Operating expenses for the period from April 1, 2019 to June 30, 2019 amounted to 0.22% of the average net assets during the period on an annualized basis, compared to
0.29% for the same period in 2018. Operating expenses for the period from January 1, 2019 to June 30, 2019 amounted to 0.21% of the average net assets during the period on an annualized basis, compared to 0.24% for the same period in 2018.
Related Party Transactions
MANAGEMENT FEES
The Trust pays the Manager, Sprott Asset Management LP, a monthly management fee equal to 1/12 of 0.45% of the value of the net assets of the Trust (determined in accordance with the Trust’s trust agreement), plus any applicable Canadian taxes. The management fee is calculated and accrued daily and payable
monthly in arrears on the last day of each month. For the period from April 1, 2019 to June 30, 2019, the Trust incurred management fees of $934,555 (not including applicable Canadian taxes) compared to $1,062,975 for the same period in 2018. For
the period from January 1, 2019 to June 30, 2019, the Trust incurred management fees of $1,881,774 (not including applicable Canadian taxes) compared to $2,117,927 for the same period in 2018.
4
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Sprott Physical Silver Trust
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June 30, 2019
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Financial Highlights
The following tables show selected key financial information about the Trust and are intended to help you understand the Trust’s financial
performance for the six month period ended June 30, 2019 and the years shown.
Net assets per unit1
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June 30, 2019
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December 31,2018
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December 31, 2017
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December 31, 2016
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December 31, 2015
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||||||||||||||||
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$ |
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$ |
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$ |
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$ |
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$ | |||||||||||
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Net assets per Unit, beginning of period
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5.82
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6.40
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6.06
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5.33
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6.09
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|||||||||||||||
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Increase (decrease) from operations2:
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||||||||||||||||||||
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Total revenue
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–
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–
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–
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–
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–
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|||||||||||||||
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Total expenses
|
(0.02
|
)
|
(0.04
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)
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(0.04
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)
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(0.04
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)
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(0.05
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)
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||||||||||
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Realized losses for the period
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(0.03
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)
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(0.04
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)
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(0.01
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)
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(0.02
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)
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(0.03
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)
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||||||||||
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Unrealized gains (losses) for the period
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(0.04
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)
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(0.50
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)
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0.39
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0.67
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(0.68
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)
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Total increase (decrease) from operations
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(0.09
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)
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(0.58
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)
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0.34
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0.62
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(0.76
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)
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Net assets per Unit, end of period
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5.73
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5.82
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6.40
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6.06
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5.33
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| 1. |
This information is derived from the Trust’s financial statements.
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| 2. |
Net assets per unit is calculated based on the actual number of units outstanding at the relevant time. The increase/decrease from operations is based
on the weighted average number of units outstanding over the period shown. This table is not intended to be a reconciliation of the beginning to ending net assets per unit.
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Ratios and Supplemental Data
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June 30, 2019
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December 31, 2018
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December 31, 2017
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December 31, 2016
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December 31, 2015
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||||||||||||||||
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Total net asset value (000’s)1
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$
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855,343
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$
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874,946
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$
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957,091
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$
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888,534
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$
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678,584
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||||||||||
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Number of Units outstanding1
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149,281,455
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150,436,856
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149,618,786
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146,724,023
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127,331,218
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|||||||||||||||
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Management expense ratio2
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–
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0.68
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%
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0.69
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%
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0.70
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%
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0.75
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%
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|||||||||||
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Trading expense ratio3
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nil
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nil
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nil
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nil
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nil
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|||||||||||||||
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Portfolio turnover rate4
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nil
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0.85
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%
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0.17
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%
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0.29
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%
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nil
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||||||||||||
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Net asset value per Unit
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$
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5.73
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$
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5.82
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$
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6.40
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$
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6.06
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$
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5.33
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||||||||||
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Closing market price – NYSE Arca
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$
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5.71
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$
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5.59
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$
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6.34
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$
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6.08
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$
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5.27
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||||||||||
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Closing market price – TSX
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$
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5.68
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$
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5.48
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$
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6.35
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$
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6.10
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$
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5.29
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||||||||||
| 1. |
This information is provided as at the date shown, as applicable.
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| 2. |
Management expense ratio (“MER”) is based on total annual expenses (including applicable Canadian taxes and excluding commissions and other portfolio
transaction costs) for the stated period and is expressed as a percentage of daily average net asset value during the period (only disclosed annually).
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| 3. |
The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of daily average
net asset value during the period shown. Since there are no direct trading costs associated with physical bullion trades, the trading expense ratio is nil.
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| 4. |
The Trust’s portfolio turnover rate indicates how actively the Trust’s portfolio adviser trades its portfolio investments. A portfolio turnover rate
of 100% is equivalent to the Trust buying and selling all of the securities in its portfolio once in the course of the year. The higher the Trust’s portfolio turnover rate in a year, the greater the chance of an investor receiving
taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of the Trust.
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5
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Sprott Physical Silver Trust
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June 30, 2019
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Past Performance
The indicated rates of return are the historical total returns including changes in unit values and
assume reinvestment of all distributions in additional units of the Trust. These returns do not take into account sales, redemption, distribution or optional charges or income taxes payable by any unitholder that may reduce returns. Please note
that past performance is not indicative of future performance. All rates of returns are calculated based on the Net Asset Value of the units of the Trust.
Year-by-Year Returns
The bar chart below indicates the performance of the Trust units for the six
months ended June 30, 2019 and the years shown. The chart shows, in percentage terms, how much an investment made on the first day of each period would have grown or decreased by the last day of each period.
Summary of Investment Portfolio
As of June 30, 2019
|
Fair Value per ounce
|
Cost
|
Fair Value
|
% of Net Asset Value
|
|||||||||||||||||
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Ounces
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$
|
$
|
$
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%
|
||||||||||||||||
|
Physical silver bullion
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55,815,375
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15.31
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1,452,692,238
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854,756,658
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99.9
|
|||||||||||||||
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Cash
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1,268,210
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0.2
|
||||||||||||||||||
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Other Net Liabilities
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(682,128
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)
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(0.1
|
)
|
||||||||||||||||
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Total Net Asset Value
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855,342,740
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100.0
|
||||||||||||||||||
This summary of investment portfolio may change due to the ongoing portfolio transactions of the Trust.
6
Sprott Physical Silver Trust
Unaudited interim financial statements
June 30, 2019
7
Sprott Physical Silver Trust
Unaudited statements of comprehensive income (loss)
(in U.S. dollars, except unit amounts)
|
For the
three months ended June 30, 2019
|
For the
three months ended June 30, 2018
|
For the
six months
ended June 30, 2019
|
For the
six months ended June 30, 2018
|
|||||||||||||
| $ | $ |
|
$ |
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$ | |||||||||||
|
Income
|
||||||||||||||||
|
Net realized losses on redemptions and sales of silver bullion
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–
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(4,554,481
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)
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(4,536,914
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)
|
(4,968,279
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)
|
|||||||||
|
Change in unrealized gains (losses) on silver bullion
|
10,688,644
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(10,081,580
|
)
|
(5,495,211
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)
|
(41,647,113
|
)
|
|||||||||
|
10,688,644
|
(14,636,061
|
)
|
(10,032,125
|
)
|
(46,615,392
|
)
|
||||||||||
|
Expenses
|
||||||||||||||||
|
Management fees (note 8)
|
934,555
|
1,062,975
|
1,881,774
|
2,117,927
|
||||||||||||
|
Bullion storage fees
|
318,771
|
460,476
|
621,771
|
761,839
|
||||||||||||
|
Sales tax
|
80,854
|
114,178
|
142,307
|
204,334
|
||||||||||||
|
Listing and regulatory filing fees
|
47,737
|
80,788
|
72,404
|
106,016
|
||||||||||||
|
Unitholder reporting costs
|
27,531
|
72,774
|
55,531
|
143,967
|
||||||||||||
|
Administrative fees
|
27,271
|
28,398
|
53,697
|
55,423
|
||||||||||||
|
Legal fees
|
25,384
|
18,134
|
42,730
|
35,874
|
||||||||||||
|
Custodial fees
|
4,498
|
13,250
|
4,498
|
13,246
|
||||||||||||
|
Audit fees
|
24,294
|
11,529
|
35,322
|
22,808
|
||||||||||||
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Trustee fees
|
845
|
1,050
|
1,849
|
2,077
|
||||||||||||
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Independent Review Committee fees
|
5,416
|
987
|
5,416
|
1,953
|
||||||||||||
|
Net foreign exchange (gains) losses
|
176
|
(1,055
|
)
|
1,121
|
(852
|
)
|
||||||||||
|
1,497,332
|
1,863,484
|
2,918,420
|
3,464,612
|
|||||||||||||
|
Net income (loss) and comprehensive income (loss)
|
9,191,312
|
(16,499,545
|
)
|
(12,950,545
|
)
|
(50,080,004
|
)
|
|||||||||
|
Weighted average number of Units
|
149,245,999
|
150,323,860
|
149,309,411
|
150,288,092
|
||||||||||||
|
Increase (decrease) in total equity from operations per Unit
|
0.06
|
(0.11
|
)
|
(0.09
|
)
|
(0.33
|
)
|
|||||||||
The accompanying notes are an integral part of these financial statements.
8
Sprott Physical Silver Trust
Unaudited statements of financial position
(in U.S. dollars)
|
As at
June 30, 2019
|
As at
December 31, 2018
|
|||||||
|
|
$ |
|
$ | |||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
1,268,210
|
3,798,412
|
||||||
|
Silver bullion
|
854,756,658
|
871,613,584
|
||||||
|
Prepaid assets
|
72,198
|
72,198
|
||||||
|
Total assets
|
856,097,066
|
875,484,194
|
||||||
|
Liabilities
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable
|
754,326
|
538,595
|
||||||
|
Total liabilities
|
754,326
|
538,595
|
||||||
|
Equity
|
||||||||
|
Unitholders’ capital
|
1,582,738,029
|
1,594,445,778
|
||||||
|
Unit premiums and reserves
|
67,197
|
67,142
|
||||||
|
Retained earnings (deficit)
|
(660,623,726
|
)
|
(652,728,619
|
)
|
||||
|
Underwriting commissions and issue expenses
|
(66,838,760
|
)
|
(66,838,702
|
)
|
||||
|
Total equity (note 7)
|
855,342,740
|
874,945,599
|
||||||
|
Total liabilities and equity
|
856,097,066
|
875,484,194
|
||||||
|
Total equity per Unit
|
5.73
|
5.82
|
||||||
The accompanying notes are an integral part of these financial statements.
|
On behalf of the Manager, Sprott Asset Management LP,
by its General Partner, Sprott Asset Management GP Inc.: |
||
 |
 |
|
|
Kevin Hibbert
|
John Ciampaglia
|
|
|
Director
|
Director
|
|
9
Sprott Physical Silver Trust
Unaudited statements of changes in equity
(in U.S. dollars, except unit amounts)
For the six months ended June 30, 2019 and 2018
|
Number of
Units
outstanding
|
Unitholders’
Capital
|
Retained
Earnings |
Underwriting Commissions
and Issue
Expenses
|
Unit Premiums and Reserves
|
Total Equity
|
|||||||||||||||||||
|
|
$ |
|
$ | $ |
|
$ |
|
$ | ||||||||||||||||
|
Balance as at January 1, 2018
|
149,618,786
|
1,593,850,376
|
(570,219,256
|
)
|
(66,607,082
|
)
|
67,142
|
957,091,180
|
||||||||||||||||
|
Proceeds from issuance of Units (note 7)
|
2,108,070
|
13,495,524
|
–
|
–
|
–
|
13,495,524
|
||||||||||||||||||
|
Cost of Redemption of Units (note 7)
|
(1,190,000
|
)
|
(11,900,000
|
)
|
4,666,740
|
–
|
–
|
(7,233,260
|
)
|
|||||||||||||||
|
Net income for the period
|
–
|
–
|
(50,080,004
|
)
|
–
|
–
|
(50,080,004
|
)
|
||||||||||||||||
|
Underwriting commissions and issue expenses
|
–
|
–
|
–
|
(82,178
|
)
|
–
|
(82,178
|
)
|
||||||||||||||||
|
Balance as at June 30, 2018
|
150,536,856
|
1,595,445,900
|
(615,632,520
|
)
|
(66,689,260
|
)
|
67,142
|
913,191,262
|
||||||||||||||||
|
Balance as at January 1, 2019
|
150,436,856
|
1,594,445,778
|
(652,728,619
|
)
|
(66,838,702
|
)
|
67,142
|
874,945,599
|
||||||||||||||||
|
Proceeds from issuance of Units (note 7)
|
35,850
|
204,761
|
–
|
–
|
–
|
204,761
|
||||||||||||||||||
|
Cost of Redemption of Units (note 7)
|
(1,191,251
|
)
|
(11,912,510
|
)
|
5,055,438
|
–
|
55
|
(6,857,017
|
)
|
|||||||||||||||
|
Net loss for the period
|
–
|
–
|
(12,950,545
|
)
|
–
|
–
|
(12,950,545
|
)
|
||||||||||||||||
|
Underwriting commissions and issue expenses
|
–
|
–
|
–
|
(58
|
)
|
–
|
(58
|
)
|
||||||||||||||||
|
Balance as at June 30, 2019
|
149,281,455
|
1,582,738,029
|
(660,623,726
|
)
|
(66,838,760
|
)
|
67,197
|
855,342,740
|
||||||||||||||||
The accompanying notes are an integral part of these financial statements.
10
Sprott Physical Silver Trust
Unaudited statements of cash flows
(in U.S. dollars)
|
For the six months ended
June 30, 2019
|
For the six months ended
June 30, 2018
|
|||||||
|
|
$ |
|
$ | |||||
|
Cash flows from operating activities
|
||||||||
|
Net income (loss) for the period
|
(12,950,545
|
)
|
(50,080,004
|
)
|
||||
|
Adjustments to reconcile net income for the year to net cash from operating activities
|
||||||||
|
Net realized losses on redemptions and sales of bullion
|
4,536,914
|
4,968,279
|
||||||
|
Change in unrealized losses on silver bullion
|
5,495,211
|
41,647,113
|
||||||
|
Net changes in operating assets and liabilities
|
||||||||
|
Increase (decrease) in accounts payable
|
215,731
|
404,614
|
||||||
|
Net cash used in operating activities
|
(2,702,689
|
)
|
(3,059,998
|
)
|
||||
|
Cash flows from investing activities
|
||||||||
|
Purchases of bullion
|
–
|
(7,501,519
|
)
|
|||||
|
Sales of bullion
|
–
|
1,169,773
|
||||||
|
Net cash provided by (used in) investing activities
|
–
|
(6,331,746
|
)
|
|||||
|
Cash flows from financing activities
|
||||||||
|
Proceeds from issuance of Units (note 7)
|
204,761
|
13,495,524
|
||||||
|
Payments on redemption of Units (note 7)
|
(32,216
|
)
|
(46
|
)
|
||||
|
Underwriting commissions and issue expenses
|
(58
|
)
|
(82,178
|
)
|
||||
|
Net cash provided by financing activities
|
172,487
|
13,413,300
|
||||||
|
Net increase (decrease) in cash during the period
|
(2,530,202
|
)
|
4,021,556
|
|||||
|
Cash at beginning of period
|
3,798,412
|
2,495,548
|
||||||
|
Cash at end of period
|
1,268,210
|
6,517,104
|
||||||
The accompanying notes are an integral part of these financial statements.
11
Sprott Physical Silver Trust
Notes to financial statements – Trust specific information June 30, 2019
(in-U.S. dollars)
Financial Risk Management (note 6)
Investment Objective
Investment Objective
The investment objective of the Trust is to seek to provide a secure, convenient and exchange-traded
investment alternative for investors interested in holding physical silver bullion without the inconvenience that is typical of a direct investment in physical silver bullion. The Trust invests and intends to continue to invest primarily in
long-term holdings of unencumbered, fully allocated, physical silver bullion and does not speculate with regard to short-term changes in silver prices. The Trust has only purchased and expects only to own “Good Delivery Bars” as defined by the
London Bullion Market Association (“LBMA”), with each bar purchased being verified against the LBMA source.
Significant risks that are relevant to the Trust are discussed here. General information on risks and
risk management is described in Note 6 of the Generic Notes.
Fair Value Measurements
The reconciliation of bullion holdings for the six months ended June 30, 2019 and
the year ended December 31, 2018 is presented as follows:
|
June 30, 2019
|
December 31, 2018
|
|||||||
|
|
$ |
|
$ | |||||
|
Balance at beginning of year
|
871,613,584
|
954,587,514
|
||||||
|
Purchases
|
-
|
7,501,519
|
||||||
|
Sales
|
-
|
(1,169,773
|
)
|
|||||
|
Redemptions for physical bullion
|
(6,824,801
|
)
|
(7,744,784
|
)
|
||||
|
Realized losses on sales and redemptions for physical bullion
|
(4,536,914
|
)
|
(5,400,608
|
)
|
||||
|
Change in unrealized gains (losses)
|
(5,495,211
|
)
|
(76,160,284
|
)
|
||||
|
Balance at end of period
|
854,756,658
|
871,613,584
|
||||||
Realized gains (losses) on physical bullion include both realized gains (losses) on sales of physical bullion, and realized
gains (losses) occurring upon unitholder redemptions for physical bullion.
Market Risk
a) Other Price Risk
If the market value of silver increased by 1%, with all other variables held constant, this would have
increased total equity and comprehensive income by approximately $8.5 million (December 31, 2018: $8.7 million); conversely, if the value of silver bullion decreased by 1%, this would have decreased total equity and comprehensive income by the same
amount.
b) Currency Risk
As at June 30, 2019, approximately $214,000 (December 31, 2018: $490,000) of
the Trust’s liabilities were denominated in Canadian dollars. As a result, a 1% change in the exchange rate between the Canadian and U.S. dollars would have no material impact to the Trust.
12
Sprott Physical Silver Trust
Notes to financial statements – Trust specific information June 30, 2018
Concentration Risk
The Trust’s risk is concentrated in physical silver bullion, whose value constitutes 99.9% of total equity as at June 30,
2019 (99.6% as at December 31, 2018).
Management Fees (note 8)
The Trust pays the Manager a monthly management fee equal to 1/12 of
0.45% of the value of net assets of the Trust (determined in accordance with the Trust’s trust agreement) plus any applicable Canadian taxes, calculated and accrued daily and payable monthly in arrears on the last day of each month.
Tax Loss Carryforwards
As of the taxation year ended December 31, 2018, the Trust had capital losses available for tax purposes of $3,780,633 (2017:
$4,850,203).
Related Party Disclosures (note 8)
There have been no transactions between the Trust and its related parties during the reporting period, other than management fees as
discussed above.
13
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June 30, 2019
1. Organization
of the Trusts
Sprott Physical Gold Trust, Sprott Physical Silver Trust, Sprott Physical
Platinum and Palladium Trust and Sprott Physical Gold and Silver Trust (collectively, the “Trusts” and each a “Trust”) are closed-end mutual fund trusts created under the laws of the Province of Ontario, Canada, pursuant to trust agreements. Sprott
Asset Management LP (the “Manager”) acts as the manager of the Trusts. RBC Investor Services Trust, a trust company organized under the laws of Canada, acts as the trustee of the Trusts. RBC Investor Services Trust also acts as custodian on behalf
of the Trusts for the Trusts’ assets other than physical bullion. The Royal Canadian Mint and CIBC acts as custodian on behalf of the Trusts for the physical bullion owned by the Trusts. The Trusts’ registered office is located at Suite 2600, South
Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada, M5J 2J1. The Trusts are authorized to issue an unlimited number of redeemable, transferable trust units (the “Units”). All issued Units have no par value, are fully paid for, and
are listed and traded on the New York Stock Exchange Arca (the “NYSE Arca”) and the Toronto Stock Exchange (the “TSX”). The date of inception and trading symbols of each of the Trusts is as follows:
|
Trust
|
Trust Agreement date
|
Initial Public Offering date
|
NYSE Arca and TSX symbols, respectively
|
|
Sprott Physical Gold Trust
|
August 28, 2009, as amended and restated as of December 7, 2009 and as further amended and restated as of
February 1, 2010
|
March 3, 2010
|
PHYS, PHYS.U
|
|
Sprott Physical Silver Trust
|
June 30, 2010, as amended and restated as of October 1, 2010
|
October 28, 2010
|
PSLV, PSLV.U
|
|
Sprott Physical Platinum and Palladium Trust
|
December 23, 2011, as amended and restated as of June 6, 2012
|
December 19, 2012
|
SPPP, SPPP.U
|
|
Sprott Physical Gold & Silver Trust
|
October 26, 2017
|
January 16, 2018
|
CEF, CEF.U
|
The Statements of Financial Position for the Trusts are as at June 30, 2019 and December 31, 2018. The
Statements of Comprehensive Income, the Statements of Changes in Equity and Statements of Cash Flows for the Trusts are for the six month periods ended June 30, 2019 and 2018. These financial statements were authorized for issue by the Manager on
August 14, 2019.
2. Basis
of Preparation
These financial statements have been prepared in compliance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and include estimates and assumptions made by the Manager that may affect the reported amounts of assets, liabilities, income, expenses and the reported amounts
of changes in Net Assets during the reporting period. Actual results could differ from those estimates.
The financial statements have been prepared on a going concern basis using the historical cost
convention, except for physical bullion and financial assets and financial liabilities held at fair value through profit or loss, which have been measured at fair value.
The financial statements are presented in U.S. dollars and all values are
rounded to the nearest dollar unless otherwise indicated.
14
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June
30, 2019
3. Summary of Significant
Accounting Policies
The following is a summary of significant accounting policies followed by the Trusts:
Physical bullion
Investments in physical bullion are measured at fair value determined by reference to published price
quotations, with unrealized and realized gains and losses recorded in income based on the International Accounting Standards 40 Investment Property fair value model as IAS 40 is the most relevant standard
to apply. Investment transactions in physical bullion are accounted for on the business day following the date the order to buy or sell is executed. Realized and unrealized gains and losses of holdings are calculated on an average cost basis.
Other assets and liabilities
Other assets and liabilities are recognized at fair value upon initial recognition. Other assets such as
due from broker and other receivables are classified as loans and receivables and measured at amortized cost. Other financial liabilities are measured at amortized cost.
Income taxes
In each taxation year, the Trusts will be subject to income tax on taxable income earned during the
year, including net realized taxable capital gains. However, the Trusts intend to distribute their taxable income to unitholders at the end of every fiscal year and therefore the Trusts themselves would not have any income tax liability.
Functional and presentation currency
Each Trust’s functional and presentation currency is the U.S. Dollar. Each Trusts’ performance is
evaluated and its liquidity is managed in U.S. Dollars. Therefore, the U.S. Dollar is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.
New Standards issued
IFRS 16, Leases (“IFRS 16”): IFRS 16 was issued by IASB in
January 2016 and was effective for annual periods beginning on or after January 1, 2019. IFRS 16 establishes principals for the recognition, measurement, presentation and disclosure of leases. The standard introduces a single lessee accounting
model that requires, generally speaking, the recognition of most lease assets on the balance sheet as opposed to off-balance sheet in the financial statement notes. The transition to IFRS 16 did not result in any material changes to the Trusts’s
financial statements.
All other accounting policies, judgments, and estimates described in the annual audited financial
statements have been applied consistently to these financial statements unless otherwise noted.
4. Critical Accounting
Estimates and Judgments
The preparation of financial statements requires management to use judgment in applying its accounting
policies and to make estimates and assumptions about the future. The following discusses the most significant accounting judgments and estimates that the Trusts have made in preparing the financial statements:
Estimation uncertainty
For tax purposes, the Trusts generally treat gains from the disposition of bullion as capital gains, rather than income, as the Trusts intend to be long-term passive
holders of bullion, and generally dispose of their holdings in bullion only for the purposes
15
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June
30, 2019
of meeting redemptions and to pay expenses. The Canada Revenue Agency has, however, expressed its
opinion that gains (or losses) of mutual fund trusts resulting from transactions in commodities should generally be treated for tax purposes as ordinary income rather than as capital gains, although the treatment in each particular case remains a
question of fact to be determined having regard to all the circumstances.
The Trusts based their assumptions and estimates on parameters available when the financial statements
were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Trusts. Such changes are reflected in the assumptions when they occur.
5. Fair Value Measurements
The Trusts use a three-tier hierarchy as a framework for disclosing fair value based on inputs used to
value their investments. The fair value hierarchy has the following levels:
| Level 1 |
Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Trusts have the ability to access at the
measurement date;
|
| Level 2 |
Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or
liability; and
|
| Level 3 |
Prices, inputs or complex modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
Physical bullion is measured at fair value. The fair value measurement of all bullion falls within
Level 1 of the hierarchy, and is based on published price quotations. All fair value measurements are recurring. The carrying values of cash, accounts receivable and accounts payable approximate their fair values due to their short-term nature.
6. Financial Risk,
Management and Objectives
The Trusts’ objective in managing risk is the creation and protection of unitholder value. Risk is
inherent in the Trusts’ activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The Trusts have investment guidelines that set out their overall business
strategies, their tolerance for risk and their general risk management philosophy, as set out in each Trust’s offering documents. The Trusts’ Manager is responsible for identifying and controlling risks. The Trusts are exposed to market risk (which
includes price risk, interest rate risk and currency risk), credit risk, liquidity risk and concentration risk arising from the bullion that they hold. Only certain risks of the Trusts are actively managed by the Manager, as the Trusts are passive
investment vehicles. Significant risks that are relevant to the Trusts are discussed below. Refer to the Notes to financial statements — Trust specific information of each Trust for specific risk disclosures.
Price risk
Price risk arises from the possibility that changes in the market price of each Trust’s investments, which consist almost entirely of bullion, will result in changes
in fair value of such investments.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Trusts do not hedge their exposure
to interest rate risk as that risk is minimal.
16
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June
30, 2019
Currency risk
Currency risk arises from the possibility that changes in the price of foreign currencies will result in changes in
carrying value. Each Trust’s assets, substantially all of which consist of an investment in bullion, are priced in U.S. dollars. Some of the Trusts’ expenses are payable in Canadian dollars. Therefore, the Trusts are exposed to currency risk, as
the value of their liabilities denominated in Canadian dollars will fluctuate due to changes in exchange rates. Most of such liabilities, however, are short term in nature and are not significant in relation to the net assets of the Trusts, and, as
such, exposure to foreign exchange risk is limited. The Trusts do not enter into currency hedging transactions.
Credit risk
Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. The
Trusts primarily incur credit risk when entering into and settling bullion transactions. It is each Trust’s policy to only transact with reputable counterparties. The Manager closely monitors the creditworthiness of the Trusts’ counterparties, such
as bullion dealers, by reviewing their financial statements when available, regulatory notices and press releases. The Trusts seek to minimize credit risk relating to unsettled transactions in bullion by only engaging in transactions with bullion
dealers with high creditworthiness. The risk of default is considered minimal, as payment for bullion is only made against the receipt of the bullion by the custodian.
Liquidity risk
Liquidity risk is defined as the risk that the Trusts will encounter difficulty in meeting obligations associated with
financial liabilities and redemptions. Liquidity risk arises because of the possibility that the Trusts could be required to pay their liabilities earlier than expected. The Trusts are also subject to redemptions for both cash and bullion on a
regular basis. The Trusts manage their obligation to redeem units when required to do so and their overall liquidity risk by only allowing for redemptions monthly, which require 15-day advance notice to the Trusts. Each Trust’s liquidity risk is
minimal, since its primary investment is physical bullion, which trades in a highly liquid market. All of the Trusts’ financial liabilities, including due to brokers, accounts payable and management fees payable have maturities of less than three
months.
Concentration risk
Each Trust’s risk is concentrated in the physical bullion of precious metals.
7. Unitholders’ Capital
The Trusts are authorized to issue an unlimited number of redeemable,
transferrable Trust Units in one or more classes and series of Units. The Trusts’ capital is represented by the issued, redeemable, transferable Trust Units. Quantitative information about the Trusts’ capital is provided in their statements of
changes in equity. Under the trust agreements of each Trust, Units may be redeemed at the option of the unitholder on a monthly basis for physical bullion or cash. Units redeemed for physical bullion will be entitled to a redemption price equal to
100% of the Net Asset Value (“NAV”) of the redeemed Units on the last business day of the month in which the redemption request is processed. A unitholder redeeming Units for physical bullion will be responsible for expenses in connection with
effecting the redemption and applicable delivery expenses, including the handling of the notice of redemption, the delivery of the physical bullion for Units that are being redeemed and the applicable bullion storage in-and-out fees. Units redeemed
for cash will be entitled to a redemption price equal to 95% of the lesser of (i) the volume-weighted average trading price of the Units traded on the NYSE Arca, or, if trading has been suspended on the NYSE Arca, on the TSX for the last five
business days of the month in which the redemption request is processed and (ii) the NAV of the redeemed Units as of 4:00 p.m., Eastern Standard time, on the last business day of the month in which the redemption request is processed.
17
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June
30, 2019
When Units are redeemed and cancelled and the cost of such Units is either above or below their stated or
assigned value, the unitholders’ capital is reduced by an amount equal to the stated or assigned value of the Units. The difference between the redemption price and the stated or assigned values of the Units is allocated to the Unit premiums and
reserves account (equal to the 5% reduction to the redemption price for Units redeemed for cash as described above) and the retained earnings account based on the allocated portion attributable to the redemption.
The Trusts’ units are classified as equity on the Statements of Financial Position, since the Trusts’
units meet the criteria in IAS 32, Financial Instruments: Presentation (“IAS 32”) for classification as equity.
Net Asset Value
NAV is defined as a Trust’s net assets (fair value of total assets less fair value of total liabilities,
excluding all liabilities represented by outstanding Units, if any) calculated using the value of physical silver bullion based on the end-of-day price provided by a widely recognized pricing service.
Capital management
As a result of the ability to issue, repurchase and resell Units of the Trusts, the capital of the Trusts as represented by
the Unitholders’ capital in the statements of financial position can vary depending on the demand for redemptions and subscriptions to the Trusts. The Trusts are not subject to externally imposed capital requirements and have no legal restrictions
on the issue, repurchase or resale of redeemable Units beyond those included in their trust agreements. The Trusts may not issue additional Units except (i) if the net proceeds per Unit to be received by the Trusts are not less than 100% of the
most recently calculated NAV immediately prior to, or upon, the determination of the pricing of such issuance or (ii) by way of Unit distribution in connection with an income distribution.
Each Trusts’ objectives for managing capital are:
| • |
To invest and hold substantially all of the Trust’s assets in physical bullion; and
|
| • |
To maintain sufficient liquidity to meet the expenses of each Trust, and to meet redemption requests as they arise.
|
Refer to “Financial risk, management and objectives” (Note 6) for the policies and procedures applied by
the Trusts in managing their capital.
8. Related Party Disclosures
Management Fees
The Trusts pay the Manager a monthly management fee, calculated and accrued daily and payable monthly in arrears on the last day of each month.
Management fees are unique to each Trust and are subject to applicable taxes.
9. Independent Review Committee
(“IRC”)
In accordance with National Instrument 81-107, Independent Review Committee for Investment Funds (“NI 81-107”), the Manager has established an IRC for a number of funds managed by it, including the Trusts. The mandate of the IRC is to consider and provide recommendations to
the Manager on conflicts of interest to which the Manager is subject when managing certain funds, including the Trusts. The IRC is composed of three individuals, each of whom is independent of the Manager and all funds managed by the Manager,
including the Trusts. Each fund subject to IRC oversight pays a share of the IRC
18
Sprott Physical Bullion Trusts
Generic Notes to Financial Statements June
30, 2019
member fees, costs and other fees in connection with operation of the IRC. The IRC reports annually to unitholders of the
funds subject to its oversight on its activities, as required by NI 81-107.
10. Personnel
The Trusts did not employ any personnel during the period, as their affairs were administered by the personnel of the Manager and/or
the Trustee, as applicable.
19
Corporate Information
Head Office
Sprott Physical Silver Trust
Royal Bank Plaza, South Tower
Royal Bank Plaza, South Tower
200 Bay Street
Suite 2600, PO Box 26
Toronto, Ontario M5J 2J1
Telephone: (416) 203-2310
Toll Free: (877) 403-2310
Email: ir@sprott.com
Toronto, Ontario M5J 2J1
Telephone: (416) 203-2310
Toll Free: (877) 403-2310
Email: ir@sprott.com
Auditors
KPMG LLP
Bay Adelaide Centre
333 Bay Street
Suite 4600
Toronto, Ontario M5H 2S5
Legal Counsel
Baker & McKenzie LLP
Brookfield Place
Bay Wellington Tower
181 Bay Street, Suite 2100
Toronto, Ontario Canada M5J 2T3
Seward & Kissel LLP
901 K Street NW, 8th Floor
Washington, DC 20001