AGF Management Limited Reports Improved Net Flows

• Total assets under management increased to $35.1 billion at November 30, 2014, from $34.4 billion at November 30, 2013
• Adjusted diluted EPS from continuing operations increased 28% to $0.68 for fiscal 2014, from $0.53 in fiscal 2013
• Announces cornerstone investment on January 27 to accelerate development of alternatives platform

TORONTO, Jan. 28, 2015 /CNW/ - AGF Management Limited ("AGF" or "the Company") today announced its operating and financial results for the fiscal year and quarter ended November 30, 2014.

2014 Operational Highlights

In June 2014, AGF welcomed Kevin McCreadie as President and Chief Investment Officer. Kevin provides direction and leadership to AGF's investment management teams and leads the firm's global institutional business.

Institutional and sub-advisory assets under management (AUM) improved 4.3% to $11.3 billion at November 30, 2014 from $10.9 billion at November 30, 2013, reflecting improved flows from our strategic partners.

Retail flows for the fiscal year improved considerably relative to 2013 with net redemptions down 18.5% for the twelve-month period ended November 30, 2014, compared with the prior twelve months.

AGF's retail focus in 2014 was on product innovation, enhanced pricing flexibility and operational efficiencies aimed at improving the ease of doing business for AGF's valued clients.

To address investor needs for alternative fixed-income solutions in the current low interest rate environment, the Company launched AGF Global Convertible Bond Fund in Q4. To provide more pricing options for investors, AGF launched lower F-class pricing and a new Series W for high-net-worth fee-based clients.

"Our concerted efforts to improve investment performance, execute on our strategic objectives, increase AUM and strengthen partner and client relationships are driving improvements across AGF," said Kevin McCreadie, President and Chief Investment Officer, AGF Investments Inc. "We took decisive action in 2014 to position the Company for growth, while accelerating product development. This will help our clients succeed and create shareholder value."

Developing AGF's alternative asset management platform

During the first quarter of 2014, AGF committed $50.0 million to Stream Asset Financial LP (Stream), a midstream oil and gas infrastructure fund with equity commitments of approximately $210.0 million in total.  As at November 30, 2014, AGF had invested $16.6 million in Stream, with $33.4 million remaining committed capital to be invested in the Stream fund. 

On January 27, 2015, InstarAGF Asset Management Inc. (InstarAGF), announced that Nieuport Aviation Infrastructure Partners GP, a consortium of Canadian and international infrastructure investors including InstarAGF, had acquired the passenger terminal at Billy Bishop Toronto City Airport from Porter Aviation Holdings Inc. InstarAGF contributed approximately $105 million of capital to acquire the terminal, which will be a cornerstone investment in InstarAGF's Essential Infrastructure Fund. The Fund is expected to achieve its first close in the first half of 2015.

"InstarAGF's investment in the terminal - a premier infrastructure asset - is consistent with AGF's strategy to deploy capital to initiatives that will deliver growing and sustainable shareholder value," said Blake C. Goldring, Chairman and Chief Executive Officer, AGF Management Ltd. "Our alternatives business expands and diversifies AGF's investment capabilities and bolsters our product offering for our clients globally. We see significant potential for growth in this business."

"Momentum is growing across the company. Improved flows in our retail business, growing AUM in our institutional and sub-advisory business and milestone investments in our alternatives business are laying the foundation for sustainable growth and expansion."

2014 Financial Results Summary

AUM increased to $35.1 billion at November 30, 2014, compared to $34.4 billion at November 30, 2013.

Consolidated revenue from continuing operations was $464.5 million, compared to $484.5 million in the same period in 2013, reflecting a change in the mix of AUM towards lower fee paying assets.

Earnings before interest, taxes, depreciation and amortization (EBITDA) was $154.9 million, compared to $163.6 million in 2013, reflecting lower revenue offset by a reduction in expenses. Net income from continuing operations increased to $59.1 million, compared to $22.4 million in 2013.

Diluted earnings per share (EPS) from continuing operations for the year ended November 30, 2014 increased to $0.68 from $0.25 in 2013. Adjusted diluted EPS from continuing operations increased 28.3% to $0.68 for fiscal 2014, from $0.53 for the same period in 2013.

Dividends paid to shareholders remained unchanged from 2013 at $1.08 per share. In fiscal 2014, AGF repurchased a total of 1,762,200 shares for $22.1 million. In total, AGF returned $112.8 million of free cash flow from operations to shareholders through a combination of cash dividends and share buybacks.

In December 2014, AGF announced a change in its capital allocation strategy for 2015 that will result in retained capital being deployed towards initiatives with the potential to create greater shareholder value. As part of this strategy, the Company announced its intention to adjust the quarterly dividend to $0.08 per share on both the Class B Non-Voting shares and the Class A Voting common shares for Q1 2015.  This change in capital allocation allows greater flexibility to execute the Company's growth strategy and be active in its share buyback program. The Company intends to renew its share buyback program when the current program expires in February 2015. Since the announcement on December 9, 2014, the Company has repurchased 2.2 million shares.

Fourth Quarter Overview

During the fourth quarter of 2014, net income from continuing operations increased 77.5%  to $12.6 million, compared to $7.1 million during the same period in 2013, reflecting lower amortization expense. Revenue for the fourth quarter ended November 30, 2014 was $111.7 million, compared to $117.4 million in the same period in 2013.

EBITDA increased 2.4% to $34.4 million, compared to $33.6 million in Q4-2013, reflecting lower selling, general and administrative expenses.

Diluted EPS from continuing operations improved to $0.14 in the three months ended November 30, 2014, compared to $0.08 for the same period in 2013.

Conference Call

AGF will host a conference call to review its earnings results today at 11 a.m. ET. The live audio webcast with supporting materials will be available in the Investor Relations section of AGF's website at www.agf.com or at http://edge.media-server.com/m/p/6bmudh2z. Alternatively, the call can be accessed toll-free in North America by dialing 1 [phone] (Passcode #: 38774736). 

A complete archive of this discussion along with supporting materials will be available at the same webcast address within 24 hours of the end of the conference call.

ABOUT AGF MANAGEMENT LIMITED

AGF Management Limited is one of Canada's premier independent investment management firms with offices across Canada and subsidiaries around the world. AGF's products include a diversified family of mutual funds, mutual fund wrap programs and pooled funds. AGF also manages assets on behalf of institutional investors including pension plans, foundations and endowments as well as for private clients. With over $34 billion in total assets under management, AGF serves more than one million investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

Caution Regarding Forward-Looking Statements

This release includes forward-looking statements. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects,' 'anticipates,' 'intends,' 'plans,' 'believes' or negative versions thereof and similar expressions, or future or conditional verbs such as 'may,' 'will,' 'should,' 'would' and 'could.' Forward-looking statements are based on certain factors and assumptions, including expected growth, results of operations, economic factors, business prospects, business performance and opportunities. While the Company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements due to, but not limited to, important risk factors such as level of assets under management, volume of sales and redemptions of investment products, performance of investment funds and of investment managers and advisors, competitive fee levels for investment management products and administration, and competitive dealer compensation levels and cost efficiency in our investment management operations, as well as interest and foreign-exchange rates, taxation, changes in government regulations, unexpected judicial or regulatory proceedings, and the Company's ability to complete strategic transactions and integrate acquisitions. The Company cautions that the foregoing list is not exhaustive. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Forward-looking statements are given only as at the date of this release and other than specifically required by applicable laws, the Company is under no obligation (and expressly disclaims any such obligation) to update or alter the forward-looking statements, whether as a result of new information, future events or otherwise. Additional risks and uncertainties can be found in our MD&A for the fiscal year ended November 30, 2014 under the headings "Caution Regarding Forward-Looking Statements" and "Risk Factors and Management of Risk" and in our other filings with Canadian securities regulatory authorities.

AGF Management Limited
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the years ended November 30, 2014 and 2013

CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis (MD&A) includes forward-looking statements about the Company, including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects,' 'anticipates,' 'intends,' 'plans,' 'believes' or negative versions thereof and similar expressions, or future or conditional verbs such as 'may,' 'will,' 'should,' 'would' and 'could.' In addition, any statement that may be made concerning future financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future action on our part, is also a forward-looking statement. Forward-looking statements are based on certain factors and assumptions, including expected growth, results of operations, business prospects, business performance and opportunities. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about our operations, economic factors and the financial services industry generally. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements made by us due to, but not limited to, important risk factors such as level of assets under our management, volume of sales and redemptions of our investment products, performance of our investment funds and of our investment managers and advisors, pipeline, competitive fee levels for investment management products and administration, and competitive dealer compensation levels and cost efficiency in our investment management operations, as well as interest and foreign-exchange rates, taxation, changes in government regulations, unexpected judicial or regulatory proceedings, and our ability to complete strategic transactions and integrate acquisitions. We caution that the foregoing list is not exhaustive. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Other than specifically required by applicable laws, we are under no obligation (and expressly disclaim any such obligation) to update or alter the forward-looking statements, whether as a result of new information, future events or otherwise. For a more complete discussion of the risk factors that may impact actual results, please refer to the 'Risk Factors and Management of Risk' section of this MD&A.

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis (MD&A) is as of January 27, 2015, and presents an analysis of the financial condition of AGF and its subsidiaries as at November 30, 2014, compared to November 30, 2013. The MD&A should be read in conjunction with the 2014 Consolidated Financial Statements for the year ended November 30, 2014. All dollar amounts are in Canadian dollars unless otherwise indicated. Throughout this discussion, percentage changes are calculated based on numbers rounded to the decimals that appear in this MD&A. Results, except per share information, are presented in millions of dollars. Certain totals, subtotals and percentages may not reconcile due to rounding. For purposes of this discussion, the operations of AGF and our subsidiary companies are referred to as 'we,' 'us,' 'our,' 'the firm' or 'the Company.'

Basis of Presentation and Summary of Accounting Policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

We also utilize non-IFRS financial measures to assess our overall performance. Details of non-IFRS measures used are outlined in the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section, which provides calculations of the non-IFRS measures.

Our Business

AGF Management Limited, with $35.1 billion in assets under management (AUM) as at November 30, 2014, is one of the largest independent Canadian-based investment management firms, with operations and investments in Canada, the United States, the United Kingdom, Ireland and Asia.

The origin of our Company dates back to 1957 with the introduction of the American Growth Fund, the first mutual fund available to Canadians seeking to invest in the United States. As of November 30, 2014, our products and services include a diverse lineup of investment solutions for retail, institutional and high-net-worth clients. Our multi-disciplined investment management teams have expertise across the balanced, fixed income, equity and specialty asset categories and are located in Toronto, Dublin and Singapore.

Our retail business delivers a wide range of products across a number of investment strategies, including AGF mutual funds, the AGF Elements portfolios and the Harmony Private Investment Program. Our products are delivered through multiple channels, including advisors, financial planners, banks, life insurance companies and brokers. We have sales organizations located across Canada serving regional advisors and their clients, while our strategic accounts team serves our corporate distribution partners.

Our institutional business offers a variety of investment mandates through pooled funds and segregated accounts. Our global institutional business provides investment management services for a variety of clients including institutions, pension funds, foundations, sovereign wealth funds and endowments. We offer a diverse range of investment strategies and have sales and client service offices in Toronto, London (Ontario), Boston, Dublin, London (England), Hong Kong and Beijing.

Our high-net-worth business delivers investment management and counselling services in local markets. It includes the operations of Cypress Capital Management Limited in Vancouver; Highstreet Asset Management (Highstreet) in London, Ontario; and Doherty & Associates in Ottawa and Montreal.

We hold a 50.1% interest in InstarAGF Asset Management Inc. (InstarAGF), a joint venture with Instar Group Inc. (Instar), to develop an alternative asset management platform offering new alternative investment products to support our retail, institutional and high-net-worth channels. InstarAGF holds a 37.0% interest in Stream Asset Financial Management LP, manager of a midstream oil and gas infrastructure fund. In addition, InstarAGF plans to launch its Essential Infrastructure Fund in early 2015, in which AGF will participate as a cornerstone investor. The fund will invest in utilities, civil, social and power infrastructure assets, including renewable energy.

We hold a 32.0% interest in Smith & Williamson Holdings Limited (S&WHL), a leading independent private client investment management, financial advisory and accounting group based in the UK. S&WHL is one of the top 10 largest firms of accountants in the UK and its investment management business has over £15.7 billion of funds under management and advice as at November 30, 2014.

The principal subsidiaries and associated companies included, collectively referenced as the AGF Group of Companies (AGF), are entities listed in the 'Government Regulations' section on page 23 of this MD&A.

Key Performance Drivers

AGF uses several key performance indicators (KPIs) to measure the success of our business strategies. Refer to the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section of this MD&A.

Our Strategy

AGF is a firm focused exclusively on investment management. The Company believes that superior investment performance and product innovation are key to its success. It also believes strongly in diversification, both in terms of investment styles and product solutions offered to clients, and in the client segments in which it operates. Finally, AGF is a global firm, with investment research capabilities and institutional sales offices in Canada and abroad.

Measuring long-term shareholder growth, we look to the following KPIs:

• AUM growth
• Revenue growth driven by new sales, investment performance and client retention
• Earnings before interest, taxes, depreciation, amortization and non-controlling interest (EBITDA) growth
• Pre-tax margins

Year-over-year improvement in these measures is expected to result in improved cash flows as well as improved return on equity. Our objective is the return of a fair share of the annual cash flow to shareholders in the form of dividends and through share buybacks, with the remaining cash flow being invested in a manner intended to support future growth.

Our strategy also recognizes that our business will experience cycles related to the global stock markets, credit availability, employment levels and other economic factors. We believe that a successful strategy is founded on the ability of our operations to effectively operate through economic downturns and upturns by controlling cost and maintaining an effective operating infrastructure.

Our Priorities and Progress

AGF is committed to our mission of 'Helping Investors Succeed'. Throughout 2014, we remained focused on our three key priorities:

• Improving our investment performance
• Offering our retail advisors and clients innovative product solutions
• International expansion and organic growth

During the year, we made the following progress on our priorities:

Investment Performance

We are focused on improving our investment performance. We are doing this through supporting our most promising investment platforms while ensuring we have the talent to achieve our stated goal. To date we have achieved the following:

• During the year, we appointed Kevin McCreadie as President and Chief Investment Officer (CIO), an experienced investment management executive with over 30 years of experience. Kevin's focus is on risk management, portfolio construction and talent management.
• We completed the build-out of our North American team, with the strengthening of our research team and the hiring of respected Canadian growth manager Peter Imhof.
• In 2013, we refined our investment process and improved the research capabilities at Highstreet and Dublin, resulting in improved performance in the related mandates.
• We are in the process of implementing a new risk management tool to enhance our existing capabilities.
• For the one-year period ended November 30, 2014, 34% of retail fund AUM is above median, compared to 30% a year ago.

Offering Our Retail Advisors and Clients Innovative Product Solutions

Our strategy is to provide our advisors and clients a product platform that offers innovative solutions around specific needs, resulting in organic AUM growth.

• During the past three years, we have addressed investor needs related to rising rates and market volatility with the launch of several new funds:
• AGF U.S. AlphaSector Class has generated approximately $300.0 million in net inflows since August 2013,
• AGF Floating Rate Income Fund has had net inflows of over $350.0 million since its launch, and
• AGF Focus Funds have brought in over $240.0 million in net inflows since their launch.
• On January 5, 2015, we announced the launch of the Global Convertible Bond Fund. The fund offers investors downside protection with enhanced upside potential.
• We intend to develop products that leverage our alternatives capability.
• We are actively promoting the AGF brand, ensuring brand recognition throughout the market.

International Expansion and Organic Growth

Our strategy is to leverage our world class global equity capabilities and distribute our products through structures and platforms that work within their local markets. We have begun to lay the foundation to achieve our goal and are encouraged by the results to date:

• Through our joint venture with InstarAGF, AGF has $210.0 million of fee bearing AUM as at November 30, 2014 and recognized earnings of $0.3 million and received $1.1 million in distributions related to the management of these assets in 2014.
• AGF has allocated a total of $150.0 million to invest in funds and investments associated with the alternative asset management platform. As at November 30, 2014, of the $150.0 million, AGF has committed $50.0 million to Stream Asset Financial LP (Stream), a midstream oil and gas infrastructure fund with equity commitments of approximately $210.0 million, including AGF's $50.0 million. As at November 30, 2014, AGF had invested $16.6 million in Stream, with $33.4 million remaining committed capital to be invested in the Stream fund.
• On January 27, 2015, InstarAGF announced the acquisition of the Billy Bishop Toronto City Airport passenger terminal by Nieuport Aviation Infrastructure Partners GP, a consortium of investors led by InstarAGF. AGF has committed and invested $103.0 million related to this investment, which will form a seed asset for the essential infrastructure fund.  Upon closing of a fund with external investments, the Company will receive a return of its capital in excess of its proportionate participation in the fund. The fund is expected to achieve its first close in the first half of 2015.
• In December 2013, we launched our Undertakings for Collective Investment in Transferable Securities (UCITS) platform. The platform, with AUM of $650.0 million, offers AGF's emerging markets and global strategy mandates and can be marketed throughout the European Union and Asia.

Outlook

AGF is focused on growth. During 2014, our fund flows continued to improve and our expansion into the alternatives business is on track. To further ensure that the firm is well positioned for long-term growth, we announced a change in our capital allocation strategy late in 2014 that will result in retained capital being deployed to initiatives with greater potential to increase shareholder value. As part of this strategy, the Company announced an adjustment to the quarterly dividend to $0.08 per share on both the Class B Non-Voting shares and the Class A Voting common shares for the first quarter of 2015. This change in strategy will provide us with increased flexibility to execute our growth strategy and invest in the growth of the business, while being active in AGF's share buyback program.

As we enter 2015, execution, improving investment performance, increasing assets under management, and building on partner and client relationships will be key areas of focus for AGF. Retaining capital allows us to focus on our key priorities while accelerating product development and the growth of our alternatives platform.

Regulators in Canada are currently reviewing the advisor and client relationship under a broad set of reforms, often referred to as CRM2. CRM2 will be fully implemented by July 2016. While the industry awaits the results of the regulators' reviews of both the advisor best interest duty and retail mutual fund compensation model, AGF is proactively engaged in addressing areas in our product line-up that account for the changing landscape.

2014 Financial and Operational Performance Overview

Summary of Key Financial and Operational Results:

• Total AUM was $35.1 billion at November 30, 2014, as compared to $34.4 billion at November 30, 2013.
• Retail AUM was $19.1 billion, as compared to $19.6 billion at November 30, 2013.
• Retail fund net redemptions improved to $1.9 billion for the year ended November 30, 2014, compared to net redemptions of $2.4 billion for the year ended November 30, 2013. Since January 2013, each month has shown improvements in the level of retail outflows as compared to the same month of the prior year.
• Institutional AUM increased to $11.3 billion, compared to $10.9 billion at November 30, 2013.
• High-net-worth AUM increased 12.1% to $4.4 billion, compared to $4.0 billion at November 30, 2013.
• AGF committed $50.0 million to Stream Asset Financial LP (Stream), a midstream oil and gas infrastructure fund with equity commitments of approximately $210.0 million, including AGF's $50.0 million. As at November 30, 2014, AGF had invested $16.6 million in Stream, with $33.4 million remaining committed capital to be invested in the Stream fund.
• On January 27, 2015, InstarAGF announced the acquisition of the Billy Bishop Toronto City Airport passenger terminal by Nieuport Aviation Infrastructure Partners GP, a consortium of investors led by InstarAGF. AGF has committed and invested $103.0 million related to this investment, which will form a seed asset for the essential infrastructure fund. Upon closing of a fund with external investments, the Company will receive a return of its capital in excess of its proportionate participation in the fund.
• We delivered value directly to our shareholders through dividend payments and share buybacks. During 2014, we paid dividends of $1.08 per share (2013 - $1.08 per share). Dividends paid, including dividends reinvested, on Class A Voting common shares and Class B Non-Voting shares were $93.0 million in fiscal 2014, compared to $95.2 million in fiscal 2013. Under the normal course issuer bid, 1,762,200 Class B Non-Voting shares were repurchased for a total consideration of $22.1 million at an average price of $12.55.
• On December 9, 2014, we announced an adjustment to the quarterly dividend in fiscal 2015 to $0.08 per share as part of our amended capital allocation strategy discussed above.
• Revenue from continuing operations was $464.5 million, compared to $484.5 million in the same period of 2013, reflecting lower AUM levels.
• EBITDA from continuing operations was $154.9 million, compared to $163.6 million in 2013.
• Diluted EPS from continuing operations for the year ended November 30, 2014 was $0.68 per share, compared to diluted EPS of $0.25 per share in 2013.
• Our balance sheet remains strong with $261.5 million in cash and a modest long-term debt to equity level of 33.1%.
• For the one-year period ended November 30, 2014, 34% of ranked AUM performed above median, compared to 30% in 2013.

Assets Under Management

The following table illustrates the composition of the changes in total AUM during the years ended November 30, 2014 and 2013:

(in millions of Canadian dollars)
Years ended November 30			2014			2013			% change
Retail fund AUM (including retail pooled funds), beginning of year		$	19,591		$	20,096			(2.5%)
	Gross sales		1,888			1,993			(5.3%)
	Redemptions		(3,837)			(4,384)			(12.5%)
	Net redemptions		(1,949)			(2,391)			(18.5%)
	Market appreciation of fund portfolios		1,467			1,886			(22.2%)
Retail fund AUM (including retail pooled funds), end of year		$	19,109		$	19,591			(2.5%)
Average daily retail fund AUM for the year		$	19,789		$	19,557			1.2%
Institutional and sub-advisory accounts AUM, beginning of year		$	10,877		$	15,677			(30.6%)
	Net change in institutional and sub-advisory accounts, including market performance		465			(4,800)			n/m
Institutional and sub-advisory accounts AUM, end of year		$	11,342		$	10,877			4.3%
High-net-worth AUM		$	4,448		$	3,967			12.1%
AUM, end of year		$	34,899		$	34,435			1.3%
Alternative asset management platform AUM^1		$	210		$	-			n/m
Total AUM, including alternative asset management platform, end of year		$	35,109		$	34,435			2.0%

¹ Represents fee-earning committed capital from AGF and external investors held through joint ventures. AGF's portion of this
commitment is $50.0 million,of which $16.6 million has been funded as at November 30, 2014. InstarAGF holds a 37.0% interest
in the manager of the fund.

 

Institutional Pipeline
The following represents forward-looking information. We define the institutional pipeline as client commitments to fund or redeem a portion or all of their account. As at November 30, 2014, AGF had a gross pipeline of $191.0 million in sales and a net pipeline of $282.0 million in redemptions. Commitments are not necessarily contractual obligations. Actual amounts funded or redeemed may vary.

Consolidated Operating Results

The table below summarizes our consolidated operating results for the years ended November 30, 2014 and 2013:

	(in millions of Canadian dollars, except per share data)
	Years ended November 30			2014			2013			% change
	Income
		Management and advisory fees	$	433.1		$	445.9			(2.9%)
		Deferred sales charges		12.5			16.9			(26.0%)
		Share of profit of associate and joint ventures		12.4			9.3			33.3%
		Fair value adjustments and other income		6.5			12.4			(47.6%)
				464.5			484.5			(4.1%)
	Expenses
		Selling, general and administrative		175.0			190.8			(8.3%)
		Trailing commissions		128.5			124.7			3.0%
		Investment advisory fees		6.1			5.4			13.0%
				309.6			320.9			(3.5%)
	EBITDA from continuing operations^1			154.9			163.6			(5.3%)
		Amortization, derecognition and depreciation		63.8			86.1			(25.9%)
		Interest expense		12.0			11.5			4.3%
	Income before taxes			79.1			66.0			19.8%
		Income taxes		20.0			43.6			(54.1%)
	Net income from continuing operations			59.1			22.4			163.8%
	Net income from discontinued operations			2.1			-			n/m
	Net income attributable to equity owners of the Company		$	61.3		$	22.4			173.7%
	Diluted earnings per share
		From continuing operations	$	0.68		$	0.25			172.0%
		From discontinued operations		0.02			-			n/m
	Diluted earnings per share		$	0.70		$	0.25			180.0%

¹ For the definition of EBITDA, see the 'Key Performance Indicators, Additional IFRS and Non-IFRS
Measures' section. The items required to reconcile EBITDA to net income from continuing operations,
a defined term under IFRS, are detailed above.

Income
For the year ended November 30, 2014, income decreased by 4.1% over the previous year, with changes in the categories as follows:

Management and Advisory Fees
Management and advisory fees are directly related to our AUM levels. For the year ended November 30, 2014, the average daily retail fund AUM increased 1.2%, while institutional and sub-advisory accounts AUM increased 4.3%. However, management and advisory fees decreased 2.9%, compared to 2013, reflecting the reduction in certain higher fee-earning investment assets, offset by an increase in assets with lower management fee rates.

Deferred Sales Charges (DSC)
We receive deferred sales charges upon redemption of securities sold on the contingent DSC or low-load commission basis for which we finance the selling commissions paid to the dealer. The DSC ranges from 1.5% to 5.5%, depending on the commission option of the original subscription price of the funds purchased if the funds are redeemed within the first two years and declines to zero after three or seven years. DSC revenue fluctuates based on the level of redemptions, the age of the assets being redeemed and the proportion of redemptions composed of back-end assets. DSC revenues decreased by 26.0% for the year ended November 30, 2014 as compared to 2013, reflecting lower redemption levels and redemption of a larger proportion of older, lower-yielding DSC assets.

Share of Profit of Associate and Joint Ventures
Share of profit of associate and joint ventures increased to $12.4 million for the year ended November 30, 2014, compared to a profit of $9.3 million during the same period in 2013, reflecting the growth in S&WHL's business, and includes earnings from our joint venture with InstarAGF. A breakdown is as follows:

(in millions of Canadian dollars)
Years ended November 30		2014			2013
Share of profit of S&WHL	$	12.1		$	9.3
Share of profit of joint ventures		0.3			-
	$	12.4		$	9.3

 

Fair Value Adjustments and Other Income

The following table illustrates the fair value adjustments and other income for the years ended November 30, 2014 and 2013:

(in millions of Canadian dollars)
Years ended November 30			2014	2013
Fair value adjustment related to investment in AGF mutual funds		$	0.3		$	2.8
Fair value adjustment related to acquisition consideration payable			0.4			(1.4)
Fair value adjustment related to put agreement with non-controlling shareholders			-			0.7
Fair value adjustment related to long-term investments			(0.1)			-
Distributions from long-term investments			1.1			-
Interest income			4.2			6.1
Other			0.6			4.2
		$	6.5		$	12.4

During the year ended November 30, 2013, the Company recognized $3.7 million of one-time other income.

Expenses
For the year ended November 30, 2014, expenses decreased 3.5% from the previous year. Changes in specific categories are described in the discussion that follows:

Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses decreased by $15.8 million, or 8.3%, for the year ended November 30, 2014, compared to the same period in 2013. A breakdown of the increase is as follows:

	Year ended
(in millions of Canadian dollars)	November 30, 2014
Increase in salaries and benefits expenses		$			0.4
Decrease in stock-based compensation expenses					(8.3)
Decrease in fund absorption expenses and other fund costs					(5.2)
Decrease in other expenses					(2.7)
		$			(15.8)

The following explains expense changes in the year ended November 30, 2014, compared to the same period in the prior year:

• Salaries and benefits expenses increased $0.4 million for the year ended November 30, 2014, compared to the prior year. The increase for the year ended November 30, 2014 reflects higher performance-based compensation, offset by reduced staff levels.
• Stock-based compensation decreased $8.3 million for the year ended November 30, 2014, compared to the same period in 2013, related to a decrease in the Class B Non-Voting share price prior to the establishment of the employee benefit trust and the related change in accounting as Restricted Share Units are no longer marked to market. For additional information see Note 3.14 of the consolidated financial statements.
• Absorption expenses and other fund costs decreased $5.2 million for the year ended November 30, 2014. The decrease for the year ended November 30, 2014 is a result of an amendment on certain funds to replace management expense ratio (MER) reductions with a management fee waiver, which is accounted for as an offset to revenue.
• Other expenses decreased $2.7 million for the year ended November 30, 2014, due to a reduction in consulting services combined with lower harmonized sales tax provisions.

Trailing Commissions
Trailing commissions paid to distributors depend on total AUM, the proportion of mutual fund AUM sold on a front-end versus back-end commission basis and the proportion of equity fund AUM versus fixed-income fund AUM. Annualized trailing commissions as a percentage of average daily retail fund AUM increased to 0.65% for the year ended November 30, 2014, compared to 0.64% in 2013, reflecting an increase in rates associated with mature assets.

Investment Advisory Fees
External investment advisory fees increased 13.0% for the year ended November 30, 2014, as compared to 2013, reflecting the addition of certain externally managed funds combined with higher AUM levels.

EBITDA, EBITDA Margin and EBITDA per Share
EBITDA from continuing operations were $154.9 million for the year ended November 30, 2014, compared to $163.6 million for the same period of 2013. EBITDA margin was 33.3% for the year ended November 30, 2014, compared to 33.8% in the corresponding period in 2013. Diluted EBITDA per share from continuing operations for the year ended November 30, 2014 was $1.78, compared to $1.84 for the year ended November 30, 2013.

Amortization and Interest Expense
The category represents amortization of deferred selling commissions, customer contracts, other intangible assets, property, equipment, and computer software and interest expense. Deferred selling commissions amortization represents the most significant category of amortization. We internally finance all selling commissions paid. These selling commissions are capitalized and amortized on a straight-line basis over a period that corresponds with their applicable DSC schedule. Unamortized deferred selling commissions related to units redeemed prior to the end of the schedule are immediately expensed. Amortization expense related to deferred selling commissions was $48.5 million for the year ended November 30, 2014, compared to $58.6 million for the same period of 2013. During the year ended November 30, 2014, we paid $38.4 million in selling commissions, compared to $36.7 million in the same period of 2013, reflecting stable sales. As at November 30, 2014, the unamortized balance of deferred selling commissions financed was $104.8 million (2013 - $114.8 million).

Customer contracts amortization decreased $4.2 million for the year ended November 30, 2014, as a result of fewer redemptions and a lower net book value. Customer contracts are immediately expensed upon redemption of the AUM.

Other intangibles amortization decreased $7.4 million for the year ended November 30, 2014, as a result of certain assets related to the Acuity acquisition being fully amortized at February 1, 2014.

Interest expense increased as a result of higher interest rates.

Pre-tax Profit Margin
Pre-tax profit margin increased to 17.0% for the year ended November 30, 2014, compared to a 13.6% margin in the corresponding period in 2013.

Income Tax Expense
Income tax expense for the year ended November 30, 2014 was $20.0 million, as compared to $43.6 million in the corresponding period in 2013. The estimated effective tax rate for the year ended November 30, 2014 was 25.3% (2013 - 66.0%).

The Company believes that it has adequately provided for income taxes based on all of the information that is currently available. The calculation of income taxes in many cases, however, requires significant judgement in interpreting tax rules and regulations. The Company's tax filings are subject to audits, which could materially change the amount of the current and deferred income tax assets and liabilities, and could, in certain circumstances, result in the assessment of interest and penalties.

In November 2013, the Company received a notice of reassessment (NOR) from the Canada Revenue Agency (CRA) relating to the transfer pricing and allocation of income between one of the Company's Canadian legal entities and a foreign subsidiary, which would increase the Company's taxes payable from its original tax filings by $10.0 million, $10.5 million and $15.4 million (before the application of any interest and penalties of $21.6 million) for its 2005, 2006 and 2007 fiscal years, respectively. In November 2014, the Company has also received an NOR from the CRA relating to the same matter, which would increase the Company's taxes payable from its original tax filings by $13.6 million (before the application of any interest and penalties of $6.3 million) for its 2008 fiscal year.

The Company strongly disagrees with the CRA's position and filed an objection to the NOR for 2005, 2006 and 2007 in February 2014 and will also object to the NOR for 2008. In connection with the filing of an objection to the NOR for the 2005, 2006 and 2007 fiscal years, the Company was required to pay, and has paid, approximately $39.5 million (including interest and penalties) during the year ended November 30, 2014, even though the ultimate outcome may differ from this amount. Subsequent to the year-end, the Company has paid $14.5 million (including interest and penalties) in relation to the 2008 NOR even though the ultimate outcome may differ from this amount. The Company is not expected to make any further significant payments with respect to the NOR for years 2005 to 2008 until the resolution of this matter. Including the payments made subsequent to the year-end, the Company has paid approximately $54.0 million with respect to the NOR for years 2005 to 2008.

In relation to this transfer pricing tax audit, the estimated total exposure based on the CRA's position for years 2005 to 2014 (including interest and penalties and the relief from double taxation) is $85.7 million. In consultation with its external advisors, the Company believes that its tax filing positions continue to be reasonable based on its transfer pricing methodology and the Company is contesting the CRA's position and any related transfer pricing penalty. The Company believes it is likely that the CRA will reassess its taxes for subsequent years on a similar basis and that these may result in future cash payments on receipt of the reassessments. During the year ended November 30, 2014, the Company has recorded a tax provision of $2.0 million in relation to this transfer pricing audit. The amount of tax provision recorded on the consolidated statement of financial position of $56.1 million (prior to netting the $39.5 million payment described above) reflects management's best estimate of the final payment to be made on the ultimate resolution of this matter and includes any related estimated interest and penalties for the 2005 to 2014 fiscal years. The final result of the audit and appeals process may vary and may be materially different compared to the estimates and assumptions used by management in determining the Company's consolidated income tax provision and in valuing its income tax assets and liabilities.

Further to the Company's objection to the NOR, the Company is also seeking Competent Authority relief from double taxation under the applicable tax treaty. While it is uncertain whether relief from double taxation will be granted, the Company's provision, which reflects its best estimate of the final payment to be made on the ultimate resolution of this matter includes an expected recovery of approximately $10.5 million for the tax years 2005 through 2008 that are not covered in the Bilateral Advance Pricing Arrangement (BAPA) as described below.

The Company has been accepted by the CRA into a BAPA between Canada and the relevant tax authorities to establish the appropriate transfer pricing methodologies for the tax years 2009 through 2016. Under a BAPA, the taxpayer can avoid potential double taxation on transactions covered by the BAPA according to the provisions of the income tax treaty between Canada and the foreign country.

Net Income
The impact of the above revenue and expense items resulted in a net income from continuing operations of $59.1 million for the year ended November 30, 2014, as compared to net income from continuing operations of $22.4 million in the corresponding period in 2013.

Earnings per Share
Diluted earnings per share from continuing operations increased 172.0% to $0.68 per share for the year ended November 30, 2014, as compared to earnings of $0.25 per share in the corresponding period of 2013.

Discontinued Operations
On August 1, 2012, the Company completed its sale of 100% of the shares of AGF Trust Company (AGF Trust) for cash consideration corresponding to the net book value of AGF Trust at closing of $246.3 million. The agreement included a contingent consideration to a maximum of $20.0 million over five years if the credit performance of AGF Trust's loan portfolio met certain thresholds. In May 2014, the Company finalized an early settlement of the contingent consideration receivable for $10.0 million. At November 30, 2013, the value of the contingent consideration receivable was estimated at $6.1 million. The amount receivable was settled on June 4, 2014. In addition, the Company indemnified the purchaser of AGF Trust against unenforceable loans outstanding or committed as at the date of closing which may be put back to the Company on a quarterly basis, subject to certain conditions. The put option will expire on October 31, 2017 and indemnifies only against errors in underwriting and not credit deterioration. The carrying value of the loans subject to indemnification was $3.1 billion at the date of sale. The Company records a provision for indemnified loans when the loan is in default and the put option becomes probable of being exercised, which generally coincides with the receipt of notification by the purchaser that it intends to exercise the put. During the year ended November 30, 2014, a provision of $0.7 million was recorded related to these loans. As a result, the Company realized a net gain on discontinued operations of $3.1 million, or $2.1 million after tax (2013 - nil) during the year ended November 30, 2014.

One-time Adjustments
The table below summarizes one-time adjustments for the years ended November 30, 2014 and 2013:

(in millions of Canadian dollars, except per share data)
Years ended November 30		2014			2013
EBITDA from continuing operations		$	154.9		$	163.6
Add:
	Restructure charge		-			3.6
	Other income		-			(3.7)
Adjusted EBITDA from continuing operations		$	154.9		$	163.5
Net income from continuing operations		$	59.1		$	22.4
Add:
	Adjustments to EBITDA from above		-			(0.1)
	Adjustment to tax provision for the transfer pricing tax audit		-			25.0
Adjusted net income from continuing operations		$	59.1		$	47.3
Adjusted diluted EPS from continuing operations		$	0.68		$	0.53

 

Liquidity and Capital Resources
As at November 30, 2014, the Company had total cash and cash equivalents of $261.5 million. Free cash flow, as defined on page 15, generated from continuing operating activities was $82.8 million for the year ended November 30, 2014, compared to $102.3 million in the prior year. During the year ended November 30, 2014, we used $108.4 million in cash to fund the following:

• We repurchased a total of 1,762,200 (2013 - 2,685,258) shares for $22.1 million (2013 - $30.7 million).
• We paid $90.7 million in dividends for the year ended November 30, 2014, compared to $92.8 million in 2013.
• We invested $30.7 million in the alternative asset management platform and received a return of capital of $10.9 million during the year ended November 30, 2014.
• We purchased $12.8 million (2013 - $5.1 million) in seed capital and investments during the year ended November 30, 2014.
• We paid $39.5 million to the CRA in relation to the NOR received during the year ended November 30, 2014.

Total long-term debt outstanding at November 30, 2014 was $308.2 million (2013 - $307.9 million). On November 29, 2013, the Company, through its subsidiary AGF Investments Inc., amended and restated its loan agreements for a four-year term and decreased the total credit availability. The amended unsecured revolving credit has a maximum aggregate principal amount of $400.0 million and includes an accordion feature providing for an additional $100.0 million. As at November 30, 2014, $84.9 million was available to be drawn. The loan facility will be available to meet future operational and investment needs. We anticipate that cash balances and cash flow from operations, together with the available loan facility, will be sufficient in the foreseeable future to implement our business plan, finance selling commissions, satisfy regulatory and tax requirements, service debt repayment obligations, pay quarterly dividends, and fund any future share buybacks.

On December 9, 2014, we announced our intention to reduce the quarterly dividend in fiscal 2015 to $0.08 per share as part of our amended capital allocation strategy.

Contractual Obligations
The table below is a summary of our contractual obligations at November 30, 2014. See also Notes 10 and 27 of the Consolidated Financial Statements.

(in millions of Canadian dollars)		Total		2015		2016		2017		2018		2019		Thereafter
Long-term debt	$	310.0	$	-	$	-	$	310.0	$	-	$	-	$	-
Operating leases		43.2		7.4		7.1		6.6		6.2		5.8		10.1
Purchase obligations		10.0		4.7		3.2		1.4		0.6		0.1		-
Total contractual obligations	$	363.2	$	12.1	$	10.3	$	318.0	$	6.8	$	5.9	$	10.1

In addition to the contractual obligations detailed above, the following obligations exist that vary depending upon business volume and other factors:

• We pay trailing commissions to financial advisors based on AUM of their respective clients. This obligation varies based on fund performance, sales and redemptions, and in 2014 we paid $129.4 million in trailing commissions.
• We have committed to 2015 to reimburse Citigroup up to $2.8 million per year if minimum levels of services and related fees are not achieved.
• In conjunction with the Elements Advantage Commitment on certain Elements portfolios, AGF has committed to investors that if a portfolio does not match or outperform its customized benchmark over a three-year average annualized period, investors will receive up to 90 basis points in new units. Payments related to this began in fiscal 2009 for the applicable funds. AGF capped the AGF Elements Advantage feature on its Elements products to new purchases effective June 22, 2009. Eligible units purchased prior to June 22, 2009 have been grandfathered. The estimated liability as at November 30, 2014 is $3.5 million, compared to $3.7 million in 2013.
• We have allocated $150.0 million under the alternative asset management platform over the next two to three years, subject to certain conditions being achieved. As at November 30, 2014, we have committed $50.0 million to Stream, of which we have funded $16.6 million.

Intercompany and Related Party Transactions
Under IFRS, entities are deemed to be related parties if one entity provides key management personnel services to another entity. As such, AGF Investments Inc. is deemed for IFRS purposes to be a related party to AGF Funds (the Funds) since it is the manager of the Funds.

The Company receives management and advisory fees from the AGF Funds in accordance with the respective agreements between the Funds and the Company. In return, the Company is responsible for management and investment advisory services and all costs connected with the distribution of securities of the Funds. Substantially all the management and advisory fees the Company earned in the years ended November 30, 2014 and 2013 were from the AGF Funds. As at November 30, 2014, the Company had $19.4 million (2013 - $27.1 million) receivable from the AGF Funds. The Company also acts as trustee for the AGF Funds that are mutual fund trusts.

The aggregate unitholder services costs absorbed and management and advisory fees waived by the Company during the year ended November 30, 2014 on behalf of the Funds were approximately $3.8 million (2013 - $9.8 million).

Capital Management Activities from Continuing Operations
We actively manage our capital to maintain a strong and efficient capital base to maximize risk-adjusted returns to shareholders, to invest in future growth opportunities, including acquisitions, and to ensure that the regulatory capital requirements are met for each of our subsidiary companies.

AGF capital consists of shareholders' equity and long-term debt. On an annual basis, AGF prepares a three-year plan detailing projected operating budgets and capital requirements. AGF is required to prepare and submit a three-year operating plan and budget to AGF's Finance Committee for approval prior to seeking Board approval. AGF's Finance Committee consists of the Chairman and CEO, the Vice-Chairman, Executive Vice-President and CFO, the Executive Vice-President and Chief Operating Officer, and President and CIO. Once approved by the Finance Committee, the three-year plans are reviewed and approved by AGF's Board of Directors. These plans become the basis for the payment of dividends to shareholders, the repurchase of Class B Non-Voting shares and, combined with the reasonable use of leverage, the source of funds for expansion through organic growth and strategic investments.

Investment Management Operations - Regulatory Capital
A significant objective of the Capital Management program is to ensure regulatory requirements are met for capital. Our Investment Management businesses, in general, are not subject to significant regulatory capital requirements in each of the jurisdictions in which they are registered and operate. The cumulative amount of minimum regulatory capital across all of our Investment Management Operations is approximately $6.0 million.

Normal Course Issuer Bid
AGF has obtained applicable regulatory approval to purchase for cancellation, from time to time, certain of its Class B Non-Voting shares through the facilities of the Toronto Stock Exchange (TSX). AGF relies on an automatic purchase plan during the normal course issuer bid. The automatic purchase plan allows for purchases by AGF of its Class B Non-Voting shares during certain pre-determined black-out periods, subject to certain parameters. Outside of these pre-determined black-out periods, shares will be purchased in accordance with management's discretion. Under its normal course issuer bid, the Class B Non-Voting shares may be repurchased from time to time at prevailing market prices or such other price as may be permitted by the TSX. AGF may purchase up to 6,904,647 Class B Non-Voting shares, or 10% of the public float for such shares, through the facilities of the TSX (or as otherwise permitted by the TSX) between February 4, 2014 and February 3, 2015. Subject to regulatory approval, the Company will apply for renewal of its normal course issuer bid in 2015.

During the year ended November 30, 2014, under the previous normal course issuer bid, 1,762,200 Class B Non-Voting shares were repurchased for a total consideration of $22.1 million at an average price of $12.55.

During the year ended November 30, 2014, under the current normal course issuer bid, 470,000 Class B Non-Voting shares were purchased for the employee benefit trust for a total consideration of $5.4 million at an average price of $11.57 per share. For additional information see Note 3.14 of the consolidated financial statements.

Dividends
The holders of Class B Non-Voting and Class A Voting common shares are entitled to receive cash dividends. Dividends are paid in equal amounts per share on all the Class B Non-Voting shares and all the Class A Voting common shares at the time outstanding without preference or priority of one share over another. No dividends may be declared in the event that there is a default of a condition of our revolving loan or acquisition facilities or where such payment of dividends would create a default.

Our Board of Directors may determine that Class B Non-Voting shareholders shall have the right to elect to receive part or all of such dividend in the form of a stock dividend. They also determine whether a dividend in Class B Non-Voting shares is substantially equal to a cash dividend. This determination is based on the weighted average price at which the Class B Non-Voting shares traded on the TSX during the 10 trading days immediately preceding the record date applicable to such dividend.

The following table sets forth the dividends paid by AGF on Class B Non-Voting shares and Class A Voting common shares for the years indicated:

Years ended November 30		2014^1		2013		2012		2011		2010
Per share	$	1.08	$	1.08	$	1.08	$	1.07	$	1.04

¹ Represents the total dividends paid in April 2014, July 2014, October 2014
and January 2015.

We review our dividend distribution policy on a quarterly basis, taking into account our financial position, profitability, cash flow and other factors considered relevant by our Board of Directors. The quarterly dividend paid on January 16, 2015 was $0.27 per share. On December 9, 2014 we announced a change in our capital allocation strategy that will result in retained capital being deployed to initiatives with greater potential to increase shareholder value. As part of this strategy, the Company announced an intention to adjust the quarterly dividend to $0.08 per share on both the Class B Non-Voting shares and the Class A Voting common shares for the first quarter of 2015. This change in strategy will provide us with increased flexibility to execute our growth strategy and invest in the growth of the business, while being active in AGF's share buyback program.

Outstanding Share Data
Set out below is our outstanding share data as at November 30, 2014 and 2013. For additional detail, see Note 13 and Note 18 of the Consolidated Financial Statements.

November 30			2014			2013
Shares
	Class A Voting common shares		57,600			57,600
	Class B Non-Voting shares		85,703,751			87,091,646
Stock Options
	Outstanding options		4,428,542			4,823,331
	Exercisable options		2,251,917			2,617,243

 

Key Performance Indicators, Additional IFRS and Non-IFRS Measures
We measure the success of our business strategies using a number of KPIs, which are outlined below. With the exception of revenue, the following KPIs are non-IFRS measures, which are not defined under IFRS. They should not be considered as an alternative to net income attributable to equity owners of the Company or any other measure of performance under IFRS.

Revenue
Revenue is a measurement defined by IFRS and is recorded net of fee rebates and sales taxes. Revenue is indicative of our potential to deliver cash flow.

We derive our revenue principally from a combination of:

• management and advisory fees based on AUM
• DSC earned from investors when mutual fund securities sold on a DSC basis are redeemed
• 32.0% equity interest in S&WHL, and
• equity interest in InstarAGF

EBITDA
We define EBITDA from continuing operations as earnings before interest, taxes, depreciation and amortization and impairment of goodwill and management contracts. EBITDA is a standard measure used in the mutual fund industry by management, investors and investment analysts to understand and compare results. We believe this is an important measure as it allows us to assess our investment management businesses without the impact of non-operational items.

Please see the Consolidated Operating Results section on page 8 of this MD&A for a schedule showing how EBITDA reconciles to our IFRS financial statements.

Free Cash Flow
Free cash flow from continuing operations represents cash available for distribution to our shareholders, share buybacks and general corporate purposes. We define free cash flow from continuing operations as cash flow from operations before net changes in non-cash balances related to operations less interest paid and adjusted to exclude prior years' cash taxes paid or refunded and include anticipated cash taxes to be paid or refunded related to the current year continuing operations. Free cash flow for 2014 has been normalized to exclude taxes paid related to the transfer pricing audit. Free cash flow is a relevant measure in the investment management business since a substantial amount of cash is spent on upfront commission payments.

(in millions of Canadian dollars)
Years ended November 30			2014			2013
Net cash provided by continuing operating activities		$	43.1		$	121.1
Adjusted for:
	Net changes in non-cash working capital balances related to continuing operations		13.9			(5.7)
	Taxes paid related to transfer pricing audit		39.5			-
	Interest paid		(11.8)			(11.7)
	Prior years' cash taxes paid (refunded) and anticipated cash taxes to be refunded (paid) related to the current year continuing operations		(1.9)			(1.4)
Free cash flow		$	82.8		$	102.3

 

EBITDA Margin
EBITDA margin provides useful information to management and investors as an indicator of our overall operating performance. We believe EBITDA margin is a valuable measure because it assesses the extent we are able to earn profit from each dollar of revenue. We define EBITDA margin as the ratio of EBITDA to revenue.

(in millions of Canadian dollars)
Years ended November 30		2014			2013
EBITDA	$	154.9		$	163.6
Divided by revenue		464.5			484.5
EBITDA margin		33.3%			33.8%

 

Pre-tax Profit Margin
Pre-tax profit margin provides useful information to management and investors as an indicator of our overall operating performance. We believe pre-tax profit margin is a valuable measure because it assesses the extent we are able to earn profit from each dollar of revenue. We define pre-tax profit margin as the ratio of income before taxes to revenue.

(in millions of Canadian dollars)
Years ended November 30		2014			2013
Net income from continuing operations	$	59.1		$	22.4
Add: income taxes		20.0			43.6
Income before taxes	$	79.1		$	66.0
Divided by revenue		464.5			484.5
Pre-tax profit margin		17.0%			13.6%

 

Return on Equity (ROE)
We monitor ROE to assess the profitability of the consolidated Company on an annual basis. We calculate ROE by dividing net income (loss) attributable to equity owners of the Company by average shareholders' equity.

(in millions of Canadian dollars)
Years ended November 30		2014			2013
Net income from continuing operations	$	59.1		$	22.4
Divided by average shareholders' equity		948.0			1,010.5
Return on equity		6.2%			2.2%

 

Long-term Debt to EBITDA Ratio
Long-term debt to EBITDA ratio provides useful information to management and investors as an indicator of our ability to service our long-term debt. We define long-term debt to EBITDA ratio as long-term debt at the end of the period divided by annualized EBITDA for the period.

(in millions of Canadian dollars)
Years ended November 30		2014		2013
Long-term debt	$	308.2		$	307.9
Divided by EBITDA		154.9			163.6
Long-term debt to EBITDA ratio		199.0%			188.2%

 

Assets Under Management
The amount of AUM and the related fee rates are important to our business as these are the drivers of our revenue from our mutual fund, institutional and sub-advisory accounts and high-net-worth relationships. AUM will fluctuate in value as a result of investment performance, sales and redemptions. Mutual fund sales and AUM determine a significant portion of our expenses because we pay upfront commissions on gross sales and trailing commissions to financial advisors as well as investment advisory fees based on the value of AUM.

Investment Performance
Investment performance, which represents market appreciation (depreciation) of fund portfolios and is shown net of management fees received, is a key driver of the level of AUM and is central to the value proposition that we offer advisors and unitholders. Growth in AUM resulting from investment performance increases the wealth of our unitholders, and, in turn, we benefit from higher revenues. Alternatively, poor investment performance will reduce our AUM levels and result in lower management fee revenues. Strong relative investment performance may also contribute to growth in gross sales or reduced levels of redemptions. Conversely, poor relative investment performance may result in lower gross sales and higher levels of redemptions. Refer to the 'Risk Factors and Management of Risk' section of this report for further information.

Net Sales (Redemptions)
Gross sales and redemptions are monitored separately and the sum of these two amounts comprises net sales (redemptions). Net sales (redemptions), together with investment performance and fund expenses, determine the level of average daily retail fund AUM, which is the basis on which management fees are charged. The average daily retail fund AUM is equal to the aggregate average daily net asset value of the AGF retail funds. We monitor AUM in our institutional, sub-advisory and high-net-worth businesses separately. We do not compute an average daily retail fund AUM figure for them.

EBITDA Margin (Excluding Share of Profit of Associates and Joint Ventures)
EBITDA margin provides useful information to management and investors as an indicator of our operating performance in our Investment Management Operations, excluding share of profit of associated company and joint ventures. We believe EBITDA margin is a valuable measure because it assesses the extent we are able to earn profit from each dollar of revenue. We define EBITDA margin as the ratio of EBITDA to revenue.

(in millions of Canadian dollars)
Years ended November 30		2014			2013
EBITDA	$	142.5		$	154.3
Divided by revenue		452.1			475.2
EBITDA margin (excluding share of profit of associates and joint ventures)		31.5%			32.5%

 

Pre-tax Profit Margin (Excluding Share of Profit of Associates and Joint Ventures)
Pre-tax profit margin provides useful information to management and investors as an indicator of our operating performance in our Investment Management Operations, excluding share of profit of associated company and joint ventures. We believe pre-tax profit margin is a valuable measure because it assesses the extent we are able to earn profit from each dollar of revenue. We define pre-tax profit margin as the ratio of income before taxes and non-segmented items to revenue.

(in millions of Canadian dollars)
Years ended November 30		2014			2013
Income before taxes	$	66.7		$	56.7
Divided by revenue		452.1			475.2
Pre-tax profit margin (excluding share of profit of associates and joint ventures)		14.8%			11.9%

 

Significant Accounting Policies

Critical Accounting Estimates and Judgements
The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period in which the estimate is revised if the revision affects both current and future periods.

Key areas of estimation where management has made difficult, complex or subjective judgements - often about matters that are inherently uncertain - include provision for useful lives of depreciable assets, commitments and contingencies, as well as the specific items discussed below.

(a)	Impairment of Non-financial Assets
	The Company determines the recoverability of each of its CGUs based on an analysis of the underlying AUM associated with the CGU and available AUM multiples from recent transactions for similar assets within the same industry. Such analysis involves management judgement in selecting the appropriate AUM multiple to be used in the assessment of the impairment of non-financial assets. Refer to Note 8 of the consolidated financial statements for further details on the impairment of non-financial assets.
(b)	Stock-based Compensation and Other Stock-based Payments
	In determining the fair value of stock-based rewards and the related charge to the consolidated statement of income, the Company makes assumptions about future events and market conditions. In particular, judgement must be formed as to the likely number of shares that will vest, and the fair value of each award granted. The fair value of stock options granted is determined using the Black-Scholes option-pricing model, which is dependent on further estimates, including the Company's future dividend policy and the future volatility in the price of the Class B Non-Voting shares. Refer to Note 18 of the Consolidated Financial Statements for the assumptions used. Such assumptions are based on publicly available information and reflect market expectation. Different assumptions about these factors to those made by AGF could materially affect reported net income.
(c)	Income Taxes
	The Company is subject to income taxes in numerous jurisdictions. There are many transactions and calculations for which the ultimate tax determination is uncertain. AGF recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. When the estimated outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. Refer to Note 26 of the consolidated financial statements for further details.
(d)	Critical Judgements in Applying the Company's Accounting Policies
	The application of the Company's accounting policies may require management to make judgements, apart from those involving estimates, that can affect the amounts recognized in the consolidated financial statements. Such judgements include the determination of whether intangible assets have finite or indefinite lives, the accounting implications related to certain legal matters. In addition, judgement was applied in determining the recognition and measurement of the provision related to the put option liability for loans related to AGF Trust Company (AGF Trust). Refer to Note 6 of the consolidated financial statements for further details.

Risk Factors and Management of Risk
Risk is the responsibility of the Executive Management Committee. The Executive Management Committee is made up of the Chairman and Chief Executive Officer (CEO); the Chief Financial Officer (CFO); the Chief Operating Officer; the Chief Investment Officer (CIO); the Chief Information Officer and the Head of Marketing, Product and Retail. The Chairman and CEO is directly accountable to the Board of Directors for all risk-related activities. The Executive Management Committee reviews and discusses significant risks that arise in developing and executing the enterprise-wide strategy and ensures risk oversight and governance at the most senior levels of management. Each of the business units and shared services owns and assumes responsibility for managing its risk. They do this by ensuring that policies, processes and internal controls are in place and by escalating significant risks identified in the business units to the Executive Management Committee.

AGF operates an Enterprise Risk Management (ERM) program. Key risks are identified and evaluated by senior management. Plans for addressing the key risks are developed by management and agreed to and monitored by the Executive Management Committee. The Board of Directors receives a quarterly report on ERM.

AGF's risk governance structure is designed to balance risk and reward and to promote business activities consistent with our standards and risk tolerance levels, with the objective of maximizing long-term shareholder value.

Risk Factors That May Affect Future Results
There are many factors that may affect our ability to execute against our strategy. Some of these factors are within our control and others, because of their nature, are beyond our control. These factors apply to our corporate strategy as well as business-specific strategies, which are included in the segment discussions that follow.

Performance and Sales Risk
Demand for our products depends on the ability of our investment management team to deliver value in the form of strong investment returns, as well as the demand for specific investment products. This is a relative as well as an absolute measure, because the risk is that AGF may not perform as well as the market, its peers or in line with our clients' expectations. A specific fund manager's style may fall out of favour with the market, resulting in lower sales and/or higher redemptions.

Our future financial performance will be influenced by our ability to successfully execute our strategy and generate net sales. If sales do not materialize as planned or key personnel cannot be retained, margins may erode.

Distribution Risk
Our retail AUM is obtained through third-party distribution channels including financial advisors or strategic partners that offer our products to investors along with similar products from our competitors. Our future success is dependent on continued access to these distribution channels that are independent of our company.

Key Personnel Risk
AGF's success depends on its key personnel, and in particular senior management and portfolio managers. The investment management industry is highly competitive. Reliance on investment performance to sell financial products has increased the demand for experienced and high-performing portfolio managers. Compensation packages for these portfolio managers may increase at a rate well above the rates of increase observed in other industries. Losing key individuals or being unable to attract and retain such individuals could adversely affect AGF's business. AGF believes it has the resources necessary to hire and retain its key personnel.

General Market Risk
A general economic downturn, market volatility and an overall lack of investor confidence could result in lower sales, higher redemption levels and lower AUM levels. In addition, market uncertainty could result in retail investors avoiding traditional equity funds in favour of money market funds.

Industry Competition Risk
The level of competition in the industry is high, driven by factors including product variety, brand recognition, investment performance, management, sales and distribution relationships, fee and commission rates and other compensation matters. Sales and redemptions of mutual funds may be influenced by relative service levels, management fees, attributes of specific products in the marketplace and actions taken by competitors. AGF's competition includes other mutual fund companies, investment management firms, banks and insurance companies, some of whom have greater resources than AGF. The investment management industry's trend towards consolidation has increased the strength of some of AGF's competitors. While AGF continues to develop new products and explore new opportunities, there can be no assurance that AGF will maintain its current standing or market share. This may adversely affect AGF's business, financial condition and operating results.

Regulatory and Legal Risk
AGF conducts its business in Canada and abroad and is subject to extensive and changing legal, taxation and regulatory requirements. The governments and other regulatory bodies in the jurisdictions where we conduct our business regularly adopt new laws, rules, regulations and policies that apply to AGF. These requirements include those that apply to AGF Management Limited as a publicly traded company and those that apply to AGF's subsidiaries based on the nature of their activities. They include regulations related to capital markets, the provision of financial products and services, including fund management and discretionary managed accounts and their sale and distribution, and other activities carried on by AGF in the markets in which it operates. The current environment of heightened regulatory scrutiny in the financial services sector may reasonably be expected to lead to increasingly stringent interpretation and enforcement of existing laws and rules or additional regulations, changes in existing laws and rules, or changes in interpretation or enforcement of existing laws and rules. Regulatory developments may also impact product structures, pricing and dealer and advisor compensation. While AGF actively monitor such initiatives, and where feasible comments upon or discusses them with regulators, the ability of AGF to mitigate the imposition of differential regulatory treatment of financial products or services is limited. AGF and its subsidiaries are also subject to regulatory reviews as part of the normal ongoing process of oversight by the various regulators. See the 'Government Regulations' section for further details.

We take all reasonable measures to ensure compliance with governing statutes, regulations and regulatory policies, however such changes may affect directly the method of operation and profitability of AGF or may have a material adverse effect on our financial results and financial condition. Failure to comply with statutes, regulations or regulatory policies could result in sanctions or fines that could adversely affect earnings and reputation.

AGF may, in the normal course of its business operations, be subject to claims or complaints from time to time from investors or others. These claims or complaints involve legal risks for AGF, its directors, officers, employees and agents, including potential liability for violations of securities laws, breach of fiduciary duty and misuse of investors' funds. Certain violations or breaches could lead to civil liability, fines or sanctions. AGF may incur significant costs in connection with such potential liabilities.

Strategic Transactions Risk
Our strategy includes strategic acquisitions and investments in associates, joint ventures and limited partnerships. There is no assurance that we will be able to complete acquisitions on the terms and conditions that satisfy our investment criteria. After transactions are completed, meeting target return objectives is contingent upon many factors, including retaining key employees and growth in AUM of the acquired companies.

Our strategic investments may involve risks and uncertainties including, but not limited to, our dependency on partners and co-venturers that are not under our control and that might become bankrupt or otherwise fail to fund their share of required capital contributions, or suffer reputational damage that could have an adverse impact on us. We do not have sole control over certain major decisions relating to these assets and businesses, which could affect our future returns on these investments.  

The success of our strategic investments, including infrastructure investments, may be influenced by government and economic regulations, capital expenditure requirements, performance under customer or client contracts, general economic conditions and other material disruptions that may be outside our control such as weather conditions, natural disasters, major accidents, acts of malicious destruction, sabotage and terrorism.

Market Risk in Assets Under Management
AUM is exposed to various market risks, including changes in equity prices, interest rates and foreign exchange rates. These risks transfer to the Company as our management fee revenue is calculated as a percentage of the average net asset value of each retail fund or portfolio managed. The Company does not quantify these risks in isolation; however, in general, for every $1.0 billion reduction of retail fund AUM, management fee revenues would decline by approximately $18.8 million. The Company monitors these risks as they may impact earnings; however, it is at the discretion of the fund manager to decide on the appropriate risk-mitigating strategies for each fund.

To provide additional details on the Company's exposure to these market risks, the following provides further information on our retail fund AUM by asset type as at November 30:

Percentage of total retail fund AUM		2014			2013
Domestic equity funds		16.1%			17.6%
U.S. and international equity funds		46.0%			42.7%
Domestic balanced funds		15.1%			15.9%
U.S. and international balanced funds		2.5%			2.6%
Domestic fixed income funds		12.1%			13.0%
U.S. and international fixed income funds		7.2%			7.0%
Domestic money market		1.0%			1.2%
		100.0%			100.0%

 

Institutional and high-net-worth AUM are exposed to the same market risks as retail fund AUM. In general, for every $1.0 billion reduction of institutional and high-net-worth AUM, management fee revenues would decline by approximately $4.3 million.

Price Risk
AGF is exposed to equity securities price risk on certain equity securities held by AGF, on certain derivative positions and on long-term investments in infrastructure funds. The Company's investments that have price risk include seed capital investments in mutual funds managed by AGF Investments Inc. and equity securities.

Foreign Exchange Risk
Our main foreign exchange risk derives from the U.S. and international portfolio securities held in the retail fund AUM. Change in the value of the Canadian dollar relative to foreign currencies will cause fluctuations in the Canadian-dollar value of non-Canadian AUM upon which our management fees are calculated. This risk is monitored since currency fluctuation may impact the financial results of AGF; however, it is at the discretion of the fund manager to decide whether to enter into foreign exchange contracts to hedge foreign exposure on U.S. and international securities held in funds.

We are subject to foreign exchange risk on our integrated foreign subsidiaries in the United States, Ireland and Singapore, which provide investment advisory services. These subsidiaries retain minimal monetary exposure to the local currency and their revenues are calculated in Canadian dollars. The local currency expenses are translated at the average monthly rate, and local currency assets and liabilities are translated at the rate of exchange in effect at the balance sheet date.

The Company is exposed to foreign exchange risks through its equity interest in S&WHL, which is denominated in UK pounds. The investment is translated into Canadian dollars at the rate of exchange in effect at the balance sheet date. Unrealized translation gains and losses are reported in other comprehensive income. Based on the carrying value at November 30, 2014, a 5% change in the value of the Canadian dollar versus the UK pound would result in a change in other comprehensive income of $4.3 million.

Interest Rate Risk
AGF has exposure to the risk related to changes in interest rates on floating-rate debt and cash balances at November 30, 2014. Using average balances for the year, the effect of a 1% change in variable interest rates on our floating-rate debt and cash balances in fiscal 2014 would have resulted in a corresponding change of approximately $1.9 million in interest expense for the year ended November 30, 2014.

Credit Risk
AGF is exposed to the risk that third parties, including clients, who owe AGF money, securities or other assets will not perform their obligations. AGF overall credit risk strategy and credit risk policy are developed by senior management and further refined at the business unit level, through the use of policies, processes and internal controls designed to promote business activities, while ensuring these activities are within the standards of risk tolerance levels. AGF does not have a significant exposure to any individual counterparty.

Liquidity Risk
Liquidity risk is the risk that AGF may not be able to generate sufficient funds and within the time required to meet its obligations as they come due. The key liquidity requirements are the funding of commissions paid on mutual funds, dividends paid to shareholders, obligations to taxation authorities, investment-related commitments and the repayment of its long-term debt. While AGF currently has access to financing, unfavourable market conditions may affect its ability to obtain loans or make other arrangements on terms acceptable to AGF. AGF manages its liquidity by monitoring actual and projected cash flows to ensure that it has sufficient liquidity through cash received from operations as well as borrowings under its revolving credit facility. Cash surpluses are invested in interest-bearing short-term deposits and investments with a maturity up to 90 days. AGF is subject to certain financial loan covenants under its revolving credit facility and has met all of these conditions.

Operational Risk
Operational risk is related to the processes and systems that support AGF's business, including administration, information technology, product development and marketing. Problems or errors with these processes and systems may impact AGF's ability to provide such operational services. AGF may also experience losses in connection with employee errors. Although AGF's expenses in connection with employee errors have not been significant in the past, there can be no assurances that these expenses will not increase in the future.

The Company outsources its fund administration function to Citigroup Fund Services Inc. pursuant to a contract that expires in October 2015. Non-renewal of this contract would require the Company to transition the services, which could lead to operational and business disruption, as well as a potential negative financial impact.

Taxation Risk
AGF is subject to various uncertainties concerning the interpretation and application of Canadian tax laws. If tax authorities disagree with AGF's application of such tax laws, AGF's profitability and cash flows could be adversely affected. AGF is considered a large case file by the Canada Revenue Agency, and as such, is subject to audit each year. There is a significant lag between the end of a fiscal year and when such audits are completed. Therefore, at any given time, several years may be open for audit, which may result in an adjustment.

The foregoing discussion is not an exhaustive list of all risks and uncertainties regarding our ability to execute against our strategy. Readers are cautioned to consider other potential risk factors when assessing our ability to execute against our strategy.

Controls and Procedures

Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by AGF Management Limited in reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and include controls and procedures that are designed to ensure that information is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

AGF Management Limited's management, under the direction of the CEO and CFO, has evaluated the effectiveness of AGF Management Limited's disclosure controls and procedures (as defined in National Instrument 52-109 of the Canadian Securities Commission) as at November 30, 2014, and has concluded that such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting
The CEO and CFO have designed, or caused to be designed under their supervision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

The Company's internal control over financial reporting includes policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and receipts and expenditures of the Company are made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be designed effectively can provide only reasonable assurance with respect to financial reporting and financial statement preparation.

Management, under the direction of the CEO and CFO, has evaluated the effectiveness of the Company's internal control over financial reporting as at November 30, 2014, and has concluded that internal control over financial reporting is designed and operating effectively to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management's assessment was based on the framework established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Changes in Internal Controls Over Financial Reporting
There have been no changes in AGF Management Limited's internal control over financial reporting during the year ended November 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Information Technology Systems
During 2014, there were no significant changes to Information Technology Systems.

Government Regulations

AGF Management Limited
AGF Management Limited (AGF) is incorporated under the laws of the Province of Ontario and is a reporting issuer in each province and territory of Canada. Accordingly, AGF is subject to applicable securities laws in each jurisdiction. In addition, the Class B Non-Voting common shares of AGF are listed for trading on the Toronto Stock Exchange under the trading symbol AGF.B. AGF is also subject to oversight from other government and regulatory agencies.

AGF Mutual Funds
To qualify for continuous distribution, each of the mutual funds managed by AGF Investments Inc. (AGFI) must file each year a simplified prospectus, annual information form and fund facts document (per series) in every province and territory of Canada in which it intends to distribute securities. It must also obtain a receipt for the same from provincial and territorial securities regulatory authorities.

Each mutual fund is managed by AGFI and as such AGFI is liable for any misrepresentation in the offering documents of the funds. Pursuant to securities legislation in certain of the provinces and territories of Canada, none of the mutual funds managed by AGFI can make portfolio investments in substantial security holders of the funds, in AGF or in corporations in which the directors or officers of the funds, or their substantial security holders, have a significant interest.

AGF Investments Inc.
AGFI is registered with the Ontario Securities Commission (OSC) as a portfolio manager and investment fund manager and maintains equivalent registrations in each of the other provinces and territories of Canada in which AGFI carries on business. AGFI is also registered as a Mutual Fund Dealer, Exempt Market Dealer and Commodity Trading Manager in certain jurisdictions and is subject to oversight by the federal and provincial Privacy Commissions and Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). AGFI also maintains appropriate registrations in Dublin, Ireland to allow it to promote and distribute its self-managed UCITS, including obtaining 'passport' registrations in other European jurisdictions for its distribution in other European jurisdictions. In its capacity as portfolio manager and investment fund manager, AGFI is subject to conflict of interest provisions pursuant to the Securities Act (Ontario), National Instrument 31-103 and certain other provincial and territorial securities legislation. Amongst other things, these provisions impose limitations on the ability of AGFI to advise or make recommendations with respect to its own securities or securities of a related or connected issuer. AGFI is also subject to certain restrictions that are imposed by applicable provincial and territorial securities legislation on advertising and sales incentives.

AGF International Advisors Company Limited
AGF International Advisors Company Ltd. is incorporated under the laws of the Republic of Ireland and is authorized by The Central Bank of Ireland (Bank of Ireland), under Regulation 11 of the European Communities (Markets in Financial Instruments) Regulations 2007, to provide a range of financial services including the provision of investment advice and the managing of portfolios. As an authorized entity, AGF International Advisors Company Ltd. is subject to a range of Irish and EU regulations. AGF International Advisors Company Ltd. also holds an Australian Financial Services Licence granted by the Australian Securities & Investments Commission (ASIC) and is subject to the relevant ongoing requirements of this licence.

AGFIA Limited
AGFIA Limited is a private limited company incorporated under the laws of the Republic of Ireland and is authorized by the Bank of Ireland, under Regulation 11 of the European Communities (Markets in Financial Instruments) Regulations 2007, to provide a range of financial services including the provision of investment advice and the managing of portfolios, primarily to institutional accounts. As an authorized entity, AGFIA Limited is subject to a range of Irish and EU regulations. AGFIA Limited is registered with the OSC as a non-resident portfolio manager and maintains equivalent registrations in each of the other provinces and territories of Canada in which AGFIA carries on business.

AGF Asset Management Asia Limited
AGF Asset Management Asia Ltd. provides investment research and advisory services on Asian ex-Japan markets for AGF mutual funds and other clients. AGF Asset Management Asia Ltd. is regulated by the Monetary Authority of Singapore (MAS) under the Securities and Futures Act. The company holds a Capital Markets Services licence, which permits it to offer fund management services to accredited and institutional investors. AGF Asset Management Asia Ltd. is required to obtain the prior approval of MAS for any significant change of its members or shareholdings of its members.

AGF Investments America Inc.
AGF Investments America Inc. (AGFA) is registered with the U.S. Securities and Exchange Commission as an Adviser and provides investment management services to (U.S.) institutional clients.

Acuity Investment Management Inc.
Acuity Investment Management Inc. (AIMI) is registered with the OSC as a portfolio manager and maintains equivalent registration in each of the other provinces in Canada in which it does business. AIMI is also subject to oversight by federal and provincial Privacy Commissions and FINTRAC.

Highstreet Asset Management Inc.
Highstreet Asset Management Inc. (Highstreet) is registered with the OSC as a portfolio manager and maintains equivalent registrations in each of the other provinces and territories of Canada in which it does business. Highstreet is also registered with the OSC as an exempt market dealer for the purpose of facilitating the distribution of certain pooled fund securities to clients and is subject to oversight by federal and provincial Privacy Commissions and FINTRAC. In addition, Highstreet is registered in Ontario as a Commodity Trading Manager.

Cypress Capital Management Limited
Cypress Capital Management Ltd. (Cypress) is registered with the British Columbia Securities Commission as a portfolio manager and maintains equivalent registrations in each of the other provinces and territories of Canada in which it does business. Cypress is also subject to oversight by federal and provincial Privacy Commissions and FINTRAC.

Cypress Capital Management US Limited
Cypress Capital Management US Limited (Cypress US) is a wholly owned subsidiary of Cypress and is registered with the U.S. Securities and Exchange Commission as an Adviser. Cypress US provides investment management services to (U.S.) high-net-worth, corporate, endowment and foundation clients.

Doherty & Associates Limited
Doherty & Associates Ltd. (Doherty) is registered with the OSC as a portfolio manager and maintains equivalent registrations in each of the other provinces and territories of Canada in which it does business. Doherty is also registered with the OSC as an exempt market dealer for the purpose of facilitating the distribution of certain securities to its clients and is subject to oversight by federal and provincial Privacy Commissions and FINTRAC.

AGF Securities (Canada) Limited
AGF Securities (Canada) Limited is a member of the Investment Industry Regulatory Organization of Canada (IIROC). AGF Securities (Canada) Limited is registered as an investment dealer with the securities regulatory authorities in each of Alberta, British Columbia, Ontario and Saskatchewan and is registered as a type 3 non-advising introducing broker. AGF Securities (Canada) Limited is also a member of the Canadian Investor Protection Fund and is subject to oversight by federal and provincial Privacy Commissions and FINTRAC.

Fourth Quarter Analysis

Assets Under Management

The following table illustrates the composition of the changes in retail fund AUM during the three months ended November 30, 2014 and 2013:

		Three months ended November 30,
(in millions of Canadian dollars)		2014			2013				% change
Retail fund AUM (including retail pooled funds), beginning of period		$	19,905		$	18,918			5.2%
	Gross sales		494			443			11.5%
	Redemptions		(893)			(1,044)			(14.5%)
	Net redemptions		(399)			(601)			(33.6%)
	Market appreciation (depreciation) of fund portfolios		(397)			1,274			n/m
Retail fund AUM (including retail pooled funds), end of period		$	19,109		$	19,591			(2.5%)
Average daily retail fund AUM for the period		$	19,174		$	19,360			(1.0%)
Institutional and sub-advisory accounts AUM, beginning of period		$	12,410		$	13,829			(10.3%)
	Net change in institutional and sub-advisory accounts, including market performance		(1,068)			(2,952)			(63.8%)
Institutional and sub-advisory accounts AUM, end of period		$	11,342		$	10,877			4.3%
High-net-worth AUM		$	4,448		$	3,967			12.1%
AUM, end of period		$	34,899		$	34,435			1.3%
Alternative asset management platform AUM^1		$	210		$	-			n/m
Total AUM, including alternative asset management platform, end of period		$	35,109		$	34,435			2.0%

¹ Represents fee-earning committed capital from AGF and external investors held through joint ventures. AGF's portion of this
commitment is $50.0 million, of which $16.6 million has been funded as at November 30, 2014. InstarAGF holds a 37.0% interest
in the manager of the fund.

Consolidated Operational Results
The table below summarizes the consolidated operating results for the three months ended November 30, 2014 and 2013:

		Three months ended November 30,
(in millions of Canadian dollars, except per share data)			2014			2013			% change
Income
	Management and advisory fees	$	105.1		$	108.6			(3.2)%
	Deferred sales charges		2.5			3.8			(34.2)%
	Share of profit of associate and joint ventures^1		3.6			2.6			38.5%
	Fair value adjustments and other income ^1		0.5			2.4			(79.2)%
			111.7			117.4			(4.9)%
Expenses
	Selling, general and administrative		44.1			51.6			(14.5)%
	Trailing commissions		31.6			30.8			2.6%
	Investment advisory fees		1.6			1.4			14.3%
			77.3			83.8			(7.8)%
EBITDA from continuing operations^2			34.4			33.6			2.4%
	Amortization, derecognition and depreciation		14.5			21.0			(31.0)%
	Interest expense		3.2			2.9			10.3%
Income before taxes			16.7			9.7			72.2%
	Income taxes		4.1			2.6			57.7%
Net income from continuing operations			12.6			7.1			77.5%
Net loss from discontinued operations			(0.7)			-			n/m
Net income attributable to equity owners of the Company		$	11.9		$	7.1			67.6%
Diluted earnings per share
	From continuing operations	$	0.14		$	0.08			75.0%
	From discontinued operations		(0.01)			-			n/m
Diluted earnings per share		$	0.13		$	0.08			62.5%

¹ Includes a reclassification of $0.6 million related to share of profit in joint venture.

² For the definition of EBITDA, see the 'Key Performance Indicators, Additional IFRS and
Non-IFRS Measures' section. The items required to reconcile EBITDA to net income from
continuing operations, a defined term under IFRS, are detailed above.

Income
For the three months ended November 30, 2014, income decreased 4.9% over the previous year, with changes in the categories as follows:

Management and Advisory Fees
Management and advisory fees are directly related to our AUM levels. The 1.0% decrease in average daily retail fund AUM for the quarter ended November 30, 2014, combined with a higher percentage of lower fee-earning AUM in 2014, contributed to a 3.2% decrease in management and advisory fee revenue compared to the fourth quarter of 2013.

Deferred Sales Charges (DSC)
We receive deferred sales charges upon redemption of securities sold on the contingent DSC or low-load commission basis for which we finance the selling commissions paid to the dealer. The DSC ranges from 1.5% to 5.5%, depending on the commission option of the original subscription price of the funds purchased if the funds are redeemed within the first two years, and declines to zero after three or seven years. DSC revenue fluctuates based on the level of redemptions, the age of the assets being redeemed and the proportion of redemptions composed of back-end assets. DSC revenues decreased by 34.2%, or $1.3 million, to $2.5 million in the fourth quarter of 2014 compared to 2013, reflecting a 12.5% decline in redemption levels as well as the redemption of a larger proportion of older, lower-yielding DSC assets.

Share of Profit of Associate and Joint Ventures
Share of profit of associate and joint ventures increased to $3.6 million for the three months ended November 30, 2014, compared to the same period in 2013, reflecting the growth in S&WHL's business, and includes equity earnings from our joint venture with InstarAGF. A breakdown is as follows:

(in millions of Canadian dollars)
Three months ended November 30		2014			2013
Share of profit of S&WHL	$	3.5		$	2.6
Share of profit of joint ventures		0.1			-
	$	3.6		$	2.6

 

Fair Value Adjustments and Other Income
The following table illustrates the fair value adjustments and other income for the three months ended November 30, 2014 and 2013:

(in millions of Canadian dollars)
Three months ended November 30	2014				2013
Fair value adjustment related to investment in AGF mutual funds	$	(0.4)		$	0.7
Fair value adjustment related to acquisition consideration payable		-			(0.3)
Fair value adjustment related to long-term investments		(0.1)			-
Distributions from long-term investments		0.4			-
Interest income		0.5			1.5
Other		0.2			0.5
	$	0.5		$	2.4

 

Expenses
For the three months ended November 30, 2014, expenses decreased 7.8% from the previous year. Changes in specific categories are described in the discussion that follows:

Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) decreased by $7.5 million or 14.5% in the fourth quarter of 2014 compared to the same period in 2013. The decrease is made up of the following amounts:

(in millions of Canadian dollars)
Three months ended November 30	2014
Decrease in salaries, benefits and restructuring and termination expenses		$			(2.4)
Decrease in stock-based compensation expenses					(1.6)
Decrease in fund absorption expenses and other fund costs					(4.5)
Increase in other expenses					1.0
		$			(7.5)

 

The following explains expense changes in the three months ended November 30, 2014, compared to the same periods in the prior year:

• Salaries and benefits expenses decreased $2.4 million for the three months ended November 30, 2014, compared to the prior year, as a result of lower restructuring costs.
• Stock-based compensation decreased $1.6 million for the three months ended November 30, 2014, compared to the same period in 2013. This decrease is mainly attributable to a change in accounting as Restricted Share Units are no longer marked to market. The share price increased 12.1% in the fourth quarter of 2014, resulting in a higher expense. For additional information see Note 3.14 of the consolidated financial statements.
• Fund administration expenses decreased $4.5 million for the three months ended November 30, 2014, as a result of an amendment on certain funds to replace management expense ratio (MER) reductions with a management fee waiver, which is accounted for as an offset to revenue.
• Other expenses increased $1.0 million for the three months ended November 30, 2014, due to increased sales and marketing activity.

Trailing Commissions
Trailing commissions paid to distribution depend on total AUM, the proportion of retail fund AUM sold on a front-end versus back-end commission basis and the proportion of equity fund AUM versus fixed-income fund AUM. Annualized trailing commissions as a percentage of average daily retail fund AUM were 0.66% for the three months ended November 30, 2014, compared to 0.64% in the same 2013 period, reflecting an increase in rates associated with mature assets.

Investment Advisory Fees
External investment advisory fees increased to $1.6 million in the fourth quarter of 2014, compared to $1.4 million during the same period in 2013, reflecting the addition of certain externally managed funds combined with higher AUM levels.

EBITDA, EBITDA Margin and EBITDA per Share
EBITDA from continuing operations for the three months ended November 30, 2014 was $34.4 million, a 2.4% increase from $33.6 million for the same period in 2013. EBITDA margin was 30.8% for the fourth quarter of 2014, compared to 28.6% in 2013. Diluted EBITDA per share from continuing operations for the three months ended November 30, 2014 was $0.40, compared to $0.39 for the three months ended November 30, 2013.

Amortization and Interest Expense
The category represents amortization of deferred selling commissions, customer contracts, other intangible assets, property, equipment and computer software. Deferred selling commission amortization represents the most significant category of amortization. We internally finance all selling commissions paid. The selling commissions are capitalized and amortized on a straight-line basis over a period that corresponds with their applicable DSC schedule. Amortization expense related to deferred selling commissions was $11.0 million in the fourth quarter of 2014, compared to $13.4 million in 2013.

For the three months ended November 30, 2014, we paid $8.6 million in selling commissions, compared to $8.0 million in 2013.

Customer contracts amortization decreased $1.6 million for the three months ended November 30, 2014, as a result of fewer redemptions and a lower net book value. Customer contracts are immediately expensed upon redemption of the AUM. Interest expense increased as a result of higher interest rates.

Other intangibles amortization decreased $2.5 million for the three months ended November 30, 2014, as a result of certain assets related to the Acuity acquisition being fully amortized at February 1, 2014.

Income Tax Expense
Income tax expense for the three months ended November 30, 2014 was $4.1 million as compared to $2.6 million in the corresponding period in 2013.

Pre-tax Profit Margin
Pre-tax profit margin was at 15.0% for the three months ended November 30, 2014, compared to 8.3% for the three months ended November 30, 2013.

Net Income
The impact of the above revenue and expense items resulted in a net income from continuing operations of $12.6 million for the three months ended November 30, 2014, as compared to net income from continuing operations of $7.1 million in the corresponding period in 2013.

Earnings per Share
Diluted earnings per share from continuing operations was $0.14 per share for the three months ended November 30, 2014, as compared to earnings of $0.08 per share in the corresponding period of 2013.

Discontinued Operations
During the three months ended November 30, 2014, a provision of $0.7 million (2013 - nil) was recorded related to loans that may be returned to the Company by the purchaser of AGF Trust under an indemnification agreement.

One-time Adjustments
The table below summarizes one-time adjustments for the three months ended November 30, 2014 and 2013:

(in millions of Canadian dollars, except per share data)
Three months ended November 30			2014			2013
EBITDA from continuing operations		$	34.4		$	33.6
Add:
	Restructure charge		-			3.6
Adjusted EBITDA from continuing operations		$	34.4		$	37.2
Net income from continuing operations		$	12.6		$	7.1
Add:
	Adjustments to EBITDA from above		-			3.6
	Tax impact on the adjustments to EBITDA above		-			(1.0)
Adjusted net income from continuing operations		$	12.6		$	9.7
Adjusted diluted EPS from continuing operations		$	0.14		$	0.11

 

Selected Quarterly Information

(in millions of Canadian dollars, except per share amounts)			Nov. 30,		Aug. 31,		May 31,		Feb. 28,
For the three-month period ended			2014		2014		2014		2014
Income (continuing operations)		$	111.7	$	116.9	$	119.1	$	116.9
Free cash flow^1			22.8		22.2		18.0		19.8
EBITDA (continuing operations)^1			34.4		38.5		38.1		43.9
Pre-tax income (continuing operations)			16.7		19.6		19.5		23.2
Net income attributable to equity owners
	of the Company		12.6		14.8		14.5		19.9
Net income (continuing operations)			11.9		14.8		14.5		17.1
EBITDA per share (continuing operations)
	Basic	$	0.40	$	0.45	$	0.44	$	0.51
	Diluted	$	0.40	$	0.45	$	0.44	$	0.51
Earnings per share attributable to
	equity owners of the Company
	Basic (continuing operations)	$	0.15	$	0.17	$	0.17	$	0.20
	Diluted (continuing operations)	$	0.14	$	0.17	$	0.17	$	0.20
	Basic	$	0.14	$	0.17	$	0.17	$	0.23
	Diluted	$	0.13	$	0.17	$	0.17	$	0.23
Weighted average basic shares			85,812,669		85,950,736		86,009,993		86,188,463
Weighted average fully diluted shares			87,000,054		86,459,914		86,563,621		86,742,830
(in millions of Canadian dollars, except per share amounts)			Nov. 30,		Aug. 31,		May 31,		Feb. 28,
For the three-month period ended			2013		2013		2013		2013
Income (continuing operations)		$	117.4	$	117.7	$	126.9	$	122.5
Free cash flow^1			23.1		26.3		24.2		28.7
EBITDA (continuing operations)^1			33.6		38.6		46.1		45.3
Pre-tax income (continuing operations)			9.7		14.1		20.5		21.8
Net income (loss) attributable to equity owners
	of the Company		7.1		10.1		(10.4)		15.6
Net income (loss) (continuing operations)			7.1		10.1		(10.4)		15.6
EBITDA per share (continuing operations)
	Basic	$	0.39	$	0.44	$	0.52	$	0.51
	Diluted	$	0.38	$	0.44	$	0.52	$	0.51
Earnings (loss) per share attributable to
	equity owners of the Company
	Basic (continuing operations)	$	0.08	$	0.12	$	(0.12)	$	0.18
	Diluted (continuing operations)	$	0.08	$	0.11	$	(0.12)	$	0.17
	Basic	$	0.08	$	0.12	$	(0.12)	$	0.18
	Diluted	$	0.08	$	0.11	$	(0.12)	$	0.17
Weighted average basic shares			87,145,604		87,411,167		88,880,598		89,229,202
Weighted average fully diluted shares			87,911,391		88,026,012		89,395,236		89,538,278

¹ As previously defined, see 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.

Selected Annual Information

(in millions of Canadian dollars, except per share amounts)			IFRS			IFRS		IFRS			IFRS		GAAP
Years ended November 30			2014			2013			2012		2011			2010
Income (continuing operations)		$	464.5		$	484.5		$	510.2	$	585.7		$	513.0
EBITDA (continuing operations)^1			154.9			163.6			189.0		238.0			215.6
Net income attributable to
	equity owners of the Company		61.3			22.4			52.3		103.6			116.8
Earnings per share attributable to
	equity owners of the Company
	Basic	$	0.71		$	0.25		$	0.55	$	1.09		$	1.31
	Diluted	$	0.70		$	0.25		$	0.55	$	1.09		$	1.30
Dividends per share		$	1.08		$	1.08		$	1.08	$	1.07		$	1.04
Total assets^2		$	1,511.4		$	1,617.9		$	1,685.4	$	5,150.6		$	5,253.9
Total long-term debt^3		$	308.2		$	307.9		$	312.3	$	315.2		$	143.7

¹ As previously defined, see 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.

² From 2010 to 2011 includes assets from AGF Trust.

³ From 2011 to 2013 includes deferred cash consideration related to the Acuity acquisition.

Additional Information
Additional information relating to the Company can be found in the Company's Consolidated Financial Statements and accompanying notes for the year ended November 30, 2014, the Company's 2014 Annual Information Form (AIF) and other documents filed with applicable securities regulators in Canada and may be accessed at www.sedar.com.

AGF Management Limited
CONSOLIDATED FINANCIAL STATEMENTS

For the years ended November 30, 2014 and 2013

Management's Responsibility for Financial Reporting

Toronto, January 27, 2015

The accompanying consolidated financial statements of AGF Management Limited (the Company) were prepared by management, which is responsible for the integrity and fairness of the information presented, including the amounts based on estimates and judgements. These consolidated financial statements were prepared in accordance with Canadian generally accepted accounting principles (GAAP). Financial information appearing throughout this Annual Report is consistent with these consolidated financial statements.

In discharging its responsibility for the integrity and fairness of the consolidated financial statements and for the accounting systems from which they are derived, management maintains internal controls designed to ensure that transactions are authorized, assets are safeguarded and proper records are maintained. The system of internal controls is supported by a compliance function, which ensures that the Company and its employees comply with securities legislation and conflict of interest rules, and by an internal audit staff, which conducts periodic audits of all aspects of the Company's operations.

The Board of Directors oversees management's responsibilities for financial reporting through an Audit Committee, which is comprised entirely of independent directors. This Committee reviews the consolidated financial statements of the Company and recommends them to the Board for approval.

PricewaterhouseCoopers LLP, an independent auditor appointed by the shareholders of the Company upon the recommendation of the Audit Committee, has performed an independent audit of the consolidated financial statements, and its report follows. The shareholders' auditor has full and unrestricted access to the Audit Committee to discuss their audit and related findings.

[SIGNED]

Blake C. Goldring, M.S.M., CFA
Chairman & Chief Executive Officer

[SIGNED]

Robert J. Bogart
Executive Vice-President & Chief Financial Officer

Independent Auditor's Report

To the Shareholders of AGF Management Limited:

We have audited the accompanying consolidated financial statements of AGF Management Limited and its subsidiaries, which comprise the consolidated statements of financial position as at November 30, 2014 and 2013 and the consolidated statements of income, comprehensive income, changes in equity and cash flow for the years ended November 30, 2014 and 2013, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, 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.

Auditor's responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of AGF Management Limited and its subsidiaries as at November 30, 2014 and 2013 and their financial performance and their cash flows for the years ended November 30, 2014 and 2013, in accordance with International Financial Reporting Standards.

[SIGNED]

Chartered Professional Accountants, Licensed Public Accountants

January 27, 2015
Toronto, Canada

AGF Management Limited
Consolidated Statement of Financial Position
(in thousands of Canadian dollars)
November 30				Note			2014				2013
Assets
	Current Assets
		Cash and cash equivalents				$	261,498			$	369,865
		Investments		4			23,832				12,272
		Accounts receivable, prepaid expenses and other assets		5, 23			42,227				49,173
							327,557				431,310
	Investment in associate and joint venture			5			91,948				84,876
	Long-term investments			5			19,671				-
	Management contracts			8			689,759				689,759
	Customer contracts, net of accumulated amortization and derecognition			8			6,595				10,565
	Goodwill			8			244,549				244,549
	Other intangibles, net of accumulated amortization and derecognition			8			12,548				19,739
	Deferred selling commissions, net of accumulated amortization and derecognition			8			104,773				114,848
	Property, equipment and computer software, net of accumulated depreciation			9			9,353				12,169
	Deferred income tax assets			11			4,503				3,951
	Other assets			6			167				6,107
Total assets						$	1,511,423			$	1,617,873
Liabilities
	Current Liabilities
		Accounts payable and accrued liabilities		18		$	65,961			$	84,494
		Income tax liability		20, 26			20,702				53,034
		Provision for Elements Advantage		12			2,045				1,652
		Acquisition consideration payable		7			-				6,731
		Derivative financial instrument		10			1,596				1,609
							90,304				147,520
	Long-term debt			10			308,199				307,888
	Deferred income tax liabilities			11			175,472				179,329
	Derivative financial instrument			10			1,032				1,734
	Provision for Elements Advantage			12			1,419				2,012
	Other long-term liabilities			18			5,222				13,163
Total liabilities							581,648				651,646
Equity
	Equity attributable to owners of the Company
		Capital stock		13			517,467				524,681
		Contributed surplus		18			39,584				28,440
		Retained earnings					361,628				405,989
		Accumulated other comprehensive income		14			11,096				7,117
Total equity							929,775				966,227
Total liabilities and equity						$	1,511,423			$	1,617,873

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

Approved by the Board:
[SIGNED]							[SIGNED]
Blake C. Goldring, M.S.M., CFA Director							Douglas L. Derry, FCPA, FCAC Director

AGF Management Limited
Consolidated Statement of Income
(in thousands of Canadian dollars, except per share data)
Years ended November 30				Note			2014			2013
Income
	Management and advisory fees					$	433,118		$	445,923
	Deferred sales charges						12,507			16,891
	Share of profit of associate and joint ventures			5			12,386			9,340
	Fair value adjustments and other income			15			6,469			12,381
Total income							464,480			484,535
Expenses
	Selling, general and administrative			16			175,039			190,783
	Trailing commissions						128,482			124,707
	Investment advisory fees						6,129			5,352
	Amortization and derecognition of deferred selling commissions			8			48,476			58,617
	Amortization and derecognition of customer contracts			8			3,970			8,127
	Amortization and derecognition of other intangibles			8			7,191			14,564
	Depreciation of property, equipment and computer software			9			4,203			4,811
	Interest expense			19			11,815			11,611
							385,305			418,572
Income before income taxes							79,175			65,963
Income tax expense (benefit)
	Current			20			24,270			51,973
	Deferred			20			(4,222)			(8,424)
							20,048			43,549
Income from continuing operations, net of tax							59,127			22,414
Income from discontinued operations, net of tax				6			2,128			-
Net income for the year						$	61,255		$	22,414
Net income attributable to:
	Equity owners of the Company					$	61,255		$	22,447
	Non-controlling interest						-			(33)
						$	61,255		$	22,414
Earnings per share for the year attributable to the equity owners of the Company
	Basic earnings per share
		Continuing operations		21		$	0.69		$	0.25
		Discontinued operations		21			0.02			-
						$	0.71		$	0.25
	Diluted earnings per share
		Continuing operations		21		$	0.68		$	0.25
		Discontinued operations		21			0.02			-
						$	0.70		$	0.25

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

AGF Management Limited
Consolidated Statement of Comprehensive Income
(in thousands of Canadian dollars)
Years ended November 30					2014				2013
Net income for the year				$	61,255			$	22,414
Other comprehensive income (losses), net of tax
	Cumulative translation adjustment
		Foreign currency translation adjustments related to net investments in foreign operations			2,717				7,298
					2,717				7,298
	Net unrealized gains on investments
		Unrealized gains			725				1,599
		Reclassification of realized gain to earnings			-				(1,702)
					725				(103)
	Net unrealized losses on cash flow hedge
		Unrealized losses			(467)				(246)
		Reclassification of realized loss to earnings			1,004				1,020
					537				774
Total other comprehensive income from continuing operations, net of tax					3,979				7,969
Comprehensive income				$	65,234			$	30,383
Comprehensive income attributable to:
		Equity holders of the Company		$	65,234			$	30,416
		Non-controlling interest			-				(33)
				$	65,234			$	30,383

All items presented in other comprehensive income will be reclassified to the consolidated statement of income in subsequent years.

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

 

AGF Management Limited
Consolidated Statement of Changes in Equity
(in thousands of Canadian dollars)				Capital stock			Contributed surplus			Retained earnings			Accumulated other comprehensive income (loss)			Attributable to equity owners of the Company			Non- controlling interest			Total equity
Balance, December 1, 2012			$	533,684		$	26,677		$	495,323		$	(852)		$	1,054,832		$	490		$	1,055,322
Net income (loss) for the year				-			-			22,447			-			22,447			(33)			22,414
Other comprehensive income (net of tax)				-			-			-			7,969			7,969			-			7,969
Comprehensive income (loss) for the year				-			-			22,447			7,969			30,416			(33)			30,383
Issued through dividend reinvestment plan				2,470			-			-			-			2,470			-			2,470
Stock options				3,433			1,763			-			-			5,196			-			5,196
AGF Class B Non-Voting shares repurchased for cancellation				(16,137)			-			(14,517)			-			(30,654)			-			(30,654)
AGF Class B Non-Voting shares issued on acquisition of Acuity				1,231			-			-			-			1,231			-			1,231
Dividends on AGF Class A Voting common shares and AGF Class B Non-Voting shares, including tax of $1.0 million				-			-			(96,268)			-			(96,268)			-			(96,268)
Increase in ownership interest in Highstreet Partners Limited				-			-			(996)			-			(996)			(457)			(1,453)
Balance, November 30, 2013			$	524,681		$	28,440		$	405,989		$	7,117		$	966,227		$	-		$	966,227
Balance, December 1, 2013			$	524,681		$	28,440		$	405,989		$	7,117		$	966,227		$	-		$	966,227
Net income for the year				-			-			61,255			-			61,255			-			61,255
Other comprehensive income (net of tax)				-			-			-			3,979			3,979			-			3,979
Comprehensive income for the year				-			-			61,255			3,979			65,234			-			65,234
Issued through dividend reinvestment plan				2,238			-			-			-			2,238			-			2,238
Stock options				4,613			880			-			-			5,493			-			5,493
AGF Class B Non-Voting shares repurchased for cancellation				(10,623)			-			(11,486)			-			(22,109)			-			(22,109)
AGF Class B Non-Voting shares issued on acquisition of Acuity				1,941			-			-			-			1,941			-			1,941
Dividends on AGF Class A Voting common shares and AGF Class B Non-Voting shares, including tax of $1.2 million				-			-			(94,130)			-			(94,130)			-			(94,130)
Equity-settled Restricted Share Units and Partner Points, net of tax				-			10,264			-			-			10,264			-			10,264
Treasury stock				(5,383)			-			-			-			(5,383)						(5,383)
Balance, November 30, 2014			$	517,467		$	39,584		$	361,628		$	11,096		$	929,775		$	-		$	929,775

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

 

AGF Management Limited
Consolidated Statement of Cash Flow
(in thousands of Canadian dollars)
Years ended November 30				Note			2014			2013
Operating Activities
	Net income for the year					$	61,255		$	22,414
	Adjustments for
		Net income from discontinued operations		6			(2,128)			-
		Amortization, derecognition and depreciation					63,840			86,119
		Interest expense					11,815			11,611
		Income tax expense		20			20,048			43,549
		Income taxes paid					(59,055)			(23,048)
		Stock-based compensation		17			4,434			12,830
		Share of profit of associate and joint venture		5			(12,386)			(9,340)
		Dividends from associate		5			7,636			6,249
		Deferred selling commissions paid		8			(38,401)			(36,678)
		Other					(69)			1,651
							56,989			115,357
	Net change in non-cash working capital balances related to operations
		Accounts receivable					6,946			8,962
		Other assets					(1,621)			(3,922)
		Accounts payable and accrued liabilities					(11,939)			(4,047)
		Other liabilities					(7,265)			4,723
							(13,879)			5,716
	Net cash provided by operating activities						43,110			121,073
Financing Activities
	Repurchase of Class B Non-Voting shares for cancellation			13			(22,109)			(30,654)
	Issue of Class B Non-Voting shares			13			4,232			3,210
	Purchase of treasury stock			13			(5,440)			-
	Dividends paid			22			(90,651)			(92,775)
	Transaction costs on amendment of long-term debt						-			(765)
	Interest paid						(11,844)			(11,691)
	Net cash used in financing activities						(125,812)			(132,675)
Investing Activities
	Increase in ownership interest in Highstreet Partners Limited						-			(4,423)
	Acquisition of Acuity Funds Ltd. and Acuity Investment Management, net of cash acquired			7			(4,440)			(2,713)
	Purchase of investment in joint venture			5			(1)			-
	Purchase of long-term investments						(30,700)
	Return of capital from long-term investments			5			10,946			-
	Proceeds from sale of discontinued operations			6			10,000			-
	Purchase of property, equipment and computer software, net of disposals			9			(1,387)			(3,424)
	Purchase of investments			4			(12,829)			(5,076)
	Proceeds from sale of investments			4			2,746			25,804
	Net cash provided by (used in) investing activities						(25,665)			10,168
Decrease in cash and cash equivalents during the period							(108,367)			(1,434)
Balance of cash and cash equivalents, beginning of year							369,865			371,299
Balance of cash and cash equivalents, end of year						$	261,498		$	369,865

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

 

Notes to Consolidated Financial Statements

For the years ended November 30, 2014 and 2013

Note 1: General Information

AGF Management Limited (AGF or the Company) is a limited liability company incorporated and domiciled in Canada under the Business Corporations Act (Ontario). The address of its registered office and principal place of business is Toronto-Dominion Bank Tower, 66 Wellington Street West, Toronto, Ontario.

The Company is an integrated, global wealth management corporation whose principal subsidiaries provide investment management for mutual funds, institutions and corporations, as well as high-net-worth clients. The Company conducts the management and distribution of mutual funds in Canada under the brand names AGF, Acuity, Elements and Harmony (collectively, AGF Investments). The Company also holds investments in an associate, Smith & Williamson Holdings Limited, and in joint ventures InstarAGF Inc. and Stream Asset Financial LP.

These consolidated financial statements were authorized for issue by the Board of Directors on January 27, 2015.

Note 2: Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Note 3: Significant Accounting Policies, Judgements and Estimation Uncertainty

3.1 Basis of Measurement
The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

3.2 Adoption of New and Revised Accounting Standards
The Company has adopted the following new and revised standards, along with all consequential amendments to other standards, effective December 1, 2013. These changes were adopted in accordance with the applicable transitional provisions of each new or revised standard.

IFRS 7, Financial Instruments: Disclosures, has been amended to address offsetting financial assets and financial liabilities. IFRS 7 requires additional disclosure to allow users of the financial statements to evaluate the effect or potential effect of master netting or other similar arrangements. The Company adopted the amended standard effective December 1, 2013 and certain disclosures have been added as a result.

IFRS 10, Consolidated Financial Statements, introduces a single consolidation model that uses the same criteria to determine control for entities of all types, irrespective of whether the investee is controlled by voting rights or other contractual arrangements. Under IFRS 10, an investee is consolidated only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. The principle that a consolidated entity presents a parent and its subsidiaries as a single entity remains unchanged, as do the mechanics of consolidation. IFRS 10 supersedes the guidance in IAS 27, Consolidated and Separate Financial Statements, and SIC-12, Consolidation - Special Purpose Entities. The adoption of IFRS 10 did not result in any changes to the entities, which are consolidated by the Company.

IFRS 11, Joint Arrangements, establishes principles for financial reporting by parties to a joint arrangement, and only differentiates between joint operations and joint ventures. The option to apply proportionate consolidation when accounting for joint ventures has been removed and equity accounting where the fair value option has not been elected is now applied in accordance with IAS 28, Investments in Associates and Joint Ventures. IFRS 11 supersedes existing guidance under IAS 31, Interests in Joint Ventures, and SIC-13, Jointly Controlled Entities - Non-Monetary Contributions by Venturers. As the Company did not have any interests in joint arrangements at December 1, 2013, there was no impact as a result of the adoption of IFRS 11.

On December 1, 2013, the Company adopted IFRS 12, Disclosures of Interests in Other Entities, which integrates all of the disclosure requirements for interests in subsidiaries, joint arrangements, associates and structured entities into a single standard. The required disclosures provide information to evaluate the nature of, and risks associated with, an entity's interests in other entities, and the effects of those interests on the entity's financial statements. The adoption of the standard resulted in additional disclosures in the Company's annual consolidated financial statements.

IFRS 13, Fair Value Measurement, provides a single comprehensive framework for measuring fair value. IFRS 13 applies to fair value measurements where required or permitted by other IFRS but does not address when to measure fair value or require additional use of fair value. The measurement of the fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk. The new standard requires disclosures similar to those in IFRS 7, Financial Instruments: Disclosures, but applies to substantially all assets and liabilities measured at fair value, whereas IFRS 7 applies only to financial assets and liabilities measured at fair value. The Company adopted IFRS 13 prospectively on December 1, 2013. The adoption of IFRS 13 did not require any significant adjustments to the valuation techniques used by the Company to measure fair value and did not result in any significant measurement adjustments as at December 1, 2013.

Amendments to IAS 19, Employee Benefits, require changes to the recognition and measurement of defined benefit pension, post-retirement benefit expense and termination benefits and to the disclosures for all employee benefits. The Company adopted the amendments to IAS 19 retrospectively, which had no impact on the consolidated financial statements.

IAS 28, Investments in Associates and Joint Ventures, has been amended to be consistent with the changes to accounting for joint arrangements in IFRS 11. The amended standard prescribes the accounting for investments in associates and provides guidance on the application of the equity method when accounting for investments in associates and joint ventures. There was no impact to the Company as a result of the adoption of the amended standard.

3.3 Investments in subsidiaries, associates, joint ventures and structured entities

(a) Subsidiaries and Consolidated Structured Entities

The consolidated financial statements include the accounts of the Company and its directly and indirectly owned subsidiaries. Subsidiaries are all entities for which the Company has exposure to variable returns and power over the investee, which it can use to affect the amounts of such returns and is often accompanied by a shareholding of more than half of the investee's voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date on which control ceases. If the Company loses control of a subsidiary, it accounts for all amounts recognized in other comprehensive income (OCI) in relation to that subsidiary on the same basis as it would if the Company had directly disposed of the related assets or liabilities.

The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration agreement. Identifiable assets and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Intercompany transactions and balances are eliminated on consolidation. For subsidiaries where the Company does not own all of the equity, the non-controlling shareholders' interest is presented in the consolidated statement of financial position as non-controlling interest (NCI) and the related income is disclosed as a separate line in the consolidated statement of income.

Consolidated structured entities are entities over which the Company has control by means of a contractual agreement. The Company established an employee benefit trust as a consolidated structured entity with the purpose of acquiring Class B Non-Voting shares to be delivered to employees upon vesting of their Restricted Share Units (RSUs). Under the contractual agreement, the Company will provide financial support to the trust to fund the purchase of these shares. Refer to Note 3.14 and Note 18 for additional information.

The principal subsidiaries and consolidated structured entities of AGF as at November 30, 2014 are as follows:

Country of

Principal activity

incorporation

Interest held

AGF Investments Inc.

Investment management

Canada

100%

AGF Investments America Inc.

Investment management

Canada

100%

Acuity Investment Management Inc.

Investment management

Canada

100%

AGF International Advisors Company Limited

Investment management

Ireland

100%

AGFIA Limited

Investment management

Ireland

100%

AGF Asset Management Asia Limited

Investment management

Singapore

100%

Doherty & Associates Limited

Investment management

Canada

100%

Cypress Capital Management Limited

Investment management

Canada

100%

Highstreet Asset Management Inc.

Investment management

Canada

100%

AGF Securities (Canada) Limited

Securities dealer

Canada

100%

20/20 Financial Corporation

Holding company

Canada

100%

1801882 Alberta Ltd.

Alternative investments

Canada

100%

Employee Benefit Plan Trust

Trust company

Canada

100%

 

(b) Associates and Joint Ventures

Associates are entities over which the Company has significant influence, but not control, generally accompanying between 20% and 50% of the voting rights. Joint ventures are arrangements whereby the parties have joint control over, and rights to the net assets of, the arrangement.

Investment

Country of

Interest

type

Nature of activities

incorporation

held

Smith & Williamson Holdings Limited (S&WHL)

Associate

Asset management, tax, accounting, and financial advisory

United Kingdom

32.0%

InstarAGF Inc. (InstarAGF)

Joint venture

Asset manager - alternative/infrastructure

Canada

50.1%

Stream Asset Financial LP

Joint venture

Limited partnership - investment entity

Canada

23.6%

Stream Asset Financial Management LP (SAFMLP)

Joint venture

Asset manager - alternative/infrastructure

Canada

37.0%

 

The Company's interests in the associates and joint ventures, other than its interest in funds that it manages, are generally accounted for using the equity method of accounting. The Company's investment in associates includes goodwill and other intangible assets identified on acquisition. AGF's share of its associates' post-acquisition profits or losses is recognized in the consolidated statement of income and its share of post-acquisition other comprehensive income (loss) is recognized in OCI. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Company's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture.

Unrealized gains on transactions between the Company and its associates and joint ventures are eliminated to the extent of the Company's interest in the associates and joint ventures. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates' and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by AGF.

The Company assesses at each period-end whether there is any objective evidence that its interests in associates and joint ventures are impaired. If impaired, the carrying value of the Company's share of the underlying assets of associates or joint ventures is written down to its estimated recoverable amounts (being the higher of fair value less costs to sell and value in use) and charged to the consolidated statement of income.

Additionally, the Company has determined that interests it holds in funds it manages may be associates as a result of the Company's power conveyed through investment management and other agreements it has with the funds that permit the Company to make decisions about their investing and operating activities. None of these interests are individually significant and the Company has elected to designate its investments in these funds at fair value through profit or loss. These funds conduct their trading activities in Canada and Ireland, which may include trading of foreign denominated securities. At November 30, 2014, the carrying amount of the Company's interests in investment funds that it manages was $17.7 million (2013 - $10.8 million), which represent the Company's maximum exposure to loss with respect to these interests. The fair value adjustment related to the Company's interests in investment funds recognized on the consolidated statement of income was $0.3 million for the year ended November 30, 2014 (2013 - $2.8 million).

None of the Company's interests in associates or joint ventures that are accounted for using the equity method are quoted in active markets. Refer to Note 4 for additional information about the Company's investments in funds that it manages. Refer to Note 5 for additional information about the Company's interests in associates and joint ventures.

3.4 Foreign Currency Translation

(a) Functional and Presentation Currency

Items included in the financial statements of each consolidated entity are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Canadian dollars, which is AGF Management Limited's functional currency.

The financial statements of entities that have a functional currency different from that of AGF Management Limited (foreign operations) are translated into Canadian dollars as follows: assets and liabilities - at the closing rate at the date of the statement of financial position, and income and expenses - at the average rate of the period (as this is considered a reasonable approximation to actual rates). Resulting changes are recognized in OCI.

(b) Transactions and Balances

Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the consolidated statement of financial position date and non-monetary assets and liabilities are translated at historical exchange rates. Foreign currency income and expenses are translated at average exchange rates prevailing throughout the year. Unrealized translation gains and losses and all realized gains and losses are included in net income on the consolidated statement of income.

3.5 Assets Under Management (AUM)
The Company manages a range of mutual funds and other investment assets owned by clients and third parties that are not reflected on the consolidated statement of financial position, certain of which are held through investment funds that meet the definition of structured entities under IFRS. The Company earns fees for providing management and administrative services to these investment funds. Fees from these funds and other investment assets are calculated based on AUM, which was $35.1 billion as at November 30, 2014. The Company does not consolidate these investment funds because the form of fees and ownership interest are not material enough to meet the definition of control under IFRS.

3.6 Cash and Cash Equivalents
Cash represents highly liquid temporary deposits, while cash equivalents consists of bank term deposits, both of which are readily convertible to known amounts of cash, are subject to insignificant risk of changes in fair value and have short-term maturities of less than three months at inception.

3.7 Financial Instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled or expires. Regular way purchases and sales of financial assets and liabilities are accounted for at the trade date.

Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired:

(a) Financial Assets and Liabilities at Fair Value Through Profit or Loss (FVTPL)

A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short term or long term. Derivatives are also included in the category unless they are designated as hedges. The Company's FVTPL consist of certain investments, contingent consideration receivable, acquisition consideration payable, and non-controlling interest put liability. The contingent consideration receivable and acquisition consideration payable were extinguished during the year ended November 30, 2014. The non-controlling interest put liability was extinguished during the year ended November 30, 2013.

The non-cash payment portion of the acquisition consideration payable was classified as FVTPL and was recognized initially and subsequently at fair value. Gains and losses arising from changes in fair value and distributions received from certain investments are presented in the consolidated statement of income under fair value adjustments and other income. Transaction costs on FVTPL financial instruments are accounted for in net income as incurred.

(b) Available for Sale

Available for sale assets are non-derivatives that are either designated in this category or not classified in any of the other categories. The Company's available for sale assets consist of investments in debt and equity securities.

Available for sale assets are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from changes in fair value are recognized in OCI. Available for sale investments are classified as current.

Interest on available for sale investments, calculated using the effective interest method, is recognized in the consolidated statement of income as part of fair value adjustments and other income. Dividends on available for sale equity instruments are recognized in the consolidated statement of income as part of fair value adjustments and other income on the date they become legally receivable. When an available for sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated OCI to the consolidated statement of income and are included in fair value adjustments and other income.

(c) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company's loans and receivables consist of accounts receivable and other financial assets.

Accounts receivable and other financial assets are initially recognized at the amount expected to be received, less, when material, a discount to reduce the asset balance to fair value. Subsequently, accounts receivable and other financial assets are measured at amortized cost using the effective interest method less a provision for impairment.

(d) Financial Liabilities at Amortized Cost

Financial liabilities at amortized cost include accounts payable and accrued liabilities, long-term debt, the cash payment portion of the acquisition consideration payable, and other long-term liabilities.

Accounts payable and accrued liabilities, long-term debt, the cash payment portion of the acquisition consideration payable, and other long-term liabilities are initially recognized at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, these balances are measured at amortized cost using the effective interest method.

A financial liability is derecognized when it is extinguished. When a liability is extinguished, the difference between its carrying amount and the consideration paid including any non-cash assets transferred and any new liabilities assumed is recognized in profit or loss. A modification of the terms of a liability is accounted for as an extinguishment of the original liability and recognition as a new liability when the modification is substantial.  The Company deems an amendment of the terms of a liability to be substantially different if the net present value of the cash flows under the new liability, including any fees paid, is at least 10 percent different from the net present value of the remaining cash flows of the existing liability, both discounted at the original effective interest rate of the original liability.

Financial liabilities are classified as current liabilities if payment is due within 12 months of the consolidated statement of financial position date. Otherwise, they are presented as non-current liabilities.

Derivative instruments are used to manage the Company's exposure to interest rate risks. The Company does not enter into derivative financial instruments for trading or speculative purposes. When derivative instruments are used, the Company determines whether hedge accounting can be applied. The derivative instrument must be highly effective in accomplishing the objective of offsetting either changes in the fair value or forecasted cash flows attributable to the risk being hedged both at inception and over the life of the hedge. In accordance with IAS 39, the accumulated ineffectiveness of hedging relationships must be measured, and the ineffective portion of changes in fair value must be recognized in the consolidated statement of income. Where hedge accounting cannot be applied, changes in fair value are recognized in the consolidated statement of income.

Cash flow hedges are used to hedge the Company's exposure to fluctuating interest rates on its long-term debt. The effective portion of the change in fair value of the derivative instruments designated as cash flow hedges, net of taxes, is recorded in OCI, while the ineffective portion is recognized in the consolidated statement of income under fair value adjustments and other income. Amounts recorded in OCI are subsequently recognized in the consolidated statement of income consistent with the timing of the recognition of cash flows associated with the hedged instruments. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the consolidated statement of income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated statement of income.

Transaction costs related to financial instruments at fair value through profit or loss are accounted for as expense on initial recognition. For all other financial instruments, transaction costs are included in the initial carrying amount in the consolidated statement of financial position.

3.8 Intangibles

(a) Goodwill and Management Contracts

Goodwill represents the excess of the fair value of consideration paid over the fair value of the Company's share of the identifiable net assets, including management contracts, of the acquired subsidiary at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses. Management contracts have been determined to have an indefinite life. Management contracts acquired separately or in a business combination are recorded at fair value on initial recognition and subsequently reduced by the amount of impairment losses, if any.

(b) Customer Contracts and Other Intangibles

Customer contracts and other intangibles are stated at cost (which generally coincides with their fair values at the dates acquired), net of accumulated amortization and impairment, if any. Amortization for customer contracts and certain other intangibles is computed on a straight-line basis over five to 15 years based on the estimated useful lives of these assets. For the remaining other intangibles, amortization is based on the expected discounted cash flow and amortized over the contractual life of the assets. Unamortized customer contracts and other intangibles for which client attrition occurs is immediately charged to net income and included in amortization and derecognition of customer contracts.

(c) Deferred Selling Commissions

Selling commissions paid to brokers on mutual fund securities sold on a deferred sales charge (DSC) basis are recorded at cost and are amortized on a straight-line basis over the period that the associated economic benefits are expected to arise, which corresponds with the applicable DSC schedule and ranges from three to seven years. Unamortized deferred selling commissions related to units redeemed prior to the end of the expected investment period are derecognized and immediately charged to net income and included in amortization and derecognition of deferred selling commissions. Derecognition is calculated based on actual DSC units redeemed.

3.9 Property, Equipment and Computer Software
Property, equipment and computer software, which consists of furniture and equipment, computer hardware, computer software and leasehold improvements, is stated at cost, net of accumulated depreciation and impairment, if any. Depreciation is calculated using the following methods based on the estimated useful lives of these assets:

			Furniture and equipment				20% declining balance
			Computer hardware				30% declining balance
			Leasehold improvements				straight-line over term of lease
			Computer software				straight-line over three years

3.10 Impairment of Non-financial Assets
Assets that have an indefinite useful life, for example, goodwill and management contracts, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units, or CGUs). Non-financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Where such evidence exists, the portion of the previous impairment that no longer is impaired is reversed through net income with a corresponding increase in the carrying value of the asset.

3.11 Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured as the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

In November 2005, the Company launched AGF Elements, which consists of five diversified fund-of-fund portfolios. Four of these portfolios include the Elements Advantage Commitment, which is a commitment to the investor that if their portfolio does not match or outperform its customized benchmark over a three-year period, AGF will provide each individual investor up to 90 basis points in additional units. This will be calculated based on the value of such investment at the end of its related three-year period.

The Company records a provision of up to 30 basis points per year of each investor's AUM and the Company's expectation of amounts ultimately to be reimbursed to the investor, adjusted for redemptions, until the end of the three-year measurement period of each investment made by such investor. If an individual investor's returns match or exceed the corresponding benchmark, amounts previously recorded as a provision are reversed and recognized in net income.

Effective June 22, 2009, AGF capped the AGF Elements Advantage Program (the Program). Any eligible units purchased prior to June 22, 2009 remain eligible for the Program. Any units purchased on or after June 22, 2009 are not entitled to participate in the Program. Elements Advantage distributions that are reinvested continue to be eligible to participate in the Program.

3.12 Current and Deferred Income Tax
Income tax consists of current and deferred tax. Income tax is recognized in the consolidated statement of income except to the extent that it relates to items recognized directly in OCI or directly in equity, in which case the income tax is also recognized directly in OCI or equity, respectively.

Management regularly evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, interest and penalties on taxes owing, and any adjustment to tax payable in respect of previous years.

In general, deferred tax is recognized in respect of tax losses and credits carryforwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not recognized if it arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries or associates, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the date of the consolidated statement of financial position and are expected to apply when the deferred tax asset is realized or liability settled. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available, against which the deductible temporary differences can be utilized.

Deferred income tax assets and liabilities are presented as non-current.

3.13 Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. In addition to these general principles, AGF applies the following specific revenue recognition policies:

Management and advisory fees are based on the net asset value of funds under management and are recognized on an accrual basis. These fees are shown net of management fee rebates and distribution fees payable to third parties and selling-commission financing entities.

DSC revenue is received from investors when mutual fund securities sold on a DSC basis are redeemed. DSC revenue is recognized on the trade date of the redemption of the applicable mutual fund securities.

Share of profit of associate and joint venture is recognized using the equity method and is recognized based on the most recent financial information received from the associate and joint venture.

3.14 Employee Benefits
(a) Stock-based Compensation and Other Stock-based Payments

The Company has established stock option plans for senior employees and utilizes the fair-value-based method of accounting for stock options. The fair value of stock options, determined on the grant date using an option pricing model, is recorded over the vesting period as a charge to net earnings with a corresponding credit to contributed surplus, taking into account forfeitures. Awards are settled by issuance of AGF Class B Non-Voting shares upon exercise of the options. The stock options are issued with an exercise price not less than the market price of the Class B Non-Voting shares immediately prior to the grant date. Stock option awards are granted on a four-year graded-vesting basis whereby 25% of the total awards vest each year on the anniversary of the grant date.

The Company also has a share purchase plan under which employees can have a percentage of their annual earnings withheld subject to a maximum of 6% to purchase AGF's Class B Non-Voting shares. The Company matches up to 60% of the amounts contributed by the employee. The Company's contribution vests immediately and is recorded as a charge to net income in the period that the benefit is earned. All contributions are used by the plan trustee to purchase Class B Non-Voting shares on the open market.

The Company has an Executive Share Unit Plan for senior employees under which certain employees are granted Restricted Share Units (RSUs) or Performance Share Units (PSUs) of Class B Non-Voting shares. RSUs vest three years from the grant date.

The Company has a Partners Incentive Plan (PIP) for senior employees under which certain employees are designated to participate. The plan consists of a number of points, which are allocated among participating employees. The value of each point is determined using a funding rate that is based on a set percentage of targeted earnings before interest and tax (EBIT) that defines the funding pool for the year. At the end of each fiscal year, the funding pool is adjusted up or down to reflect the Company's EBIT performance. The adjusted dollar value is then settled in the form of RSUs or stock options. Stock options are granted under the Company's stock option plan, which is described above. RSUs are granted under the PIP. During the first year of the plan, compensation expense and the related liability are expensed based on the targeted funding pool over a graded four-year vesting period. Upon granting of the RSU or stock option, the remaining expense is accounted for under the RSU or stock option model.

On January 30, 2014, the Company amended its plan agreements to require share-based settlement of all RSUs granted to the employees of AGF and its Canadian subsidiaries and communicated this change to affected employees on February 11, 2014. In connection with the amendments, an employee benefit trust was established that is controlled and consolidated by the Company. The purpose of the trust is to acquire Class B Non-Voting shares of the Company in the open market to be delivered to employees upon vesting of their RSUs. Pursuant to the revised plan, the employees of AGF and its Canadian subsidiaries will not have an option to receive cash settlement for their RSUs and consequently, the Company has transferred the liabilities related to these awards from liabilities to equity. Compensation expense and contributed surplus related to these awards is recognized over the remaining vesting period based on the fair value of the Class B Non-Voting shares at the date of the plan change communication to employees and taking into account forfeitures. Going forward, new grants will be expensed over the vesting period based on the fair value of the Class B Non-Voting shares at the date of grant and taking into account forfeitures.

Employees of non-Canadian subsidiaries participating in the plans continue to have the option to receive cash settlement for their RSUs. The compensation expense and the related liability for these awards are recorded equally or graded over the three-year vesting period, taking into account fluctuations in the market price of Class B Non-Voting shares, dividends paid and forfeitures. AGF will redeem all of the participants' RSUs in cash equal to the value of one Class B Non-Voting share for each RSU.

PSU compensation expense and the related liability are recorded equally over the vesting period, taking into account the likelihood of the performance criteria being met, fluctuations in the market price of Class B Non-Voting shares, dividends paid and forfeitures. These PSUs vest three years from the grant date provided employees meet certain performance criteria. AGF will redeem all of the participants' PSUs in cash equal to the value of one Class B Non-Voting share for each PSU.

The Company has a Deferred Share Unit (DSU) plan for non-employee Directors and certain employees. The plan enables Directors of the Company to elect to receive their remuneration in DSUs. These units vest immediately and compensation expense and the related liability are charged to net income in the period the DSUs are granted. DSUs granted to certain employees vest between one to 10 years from the grant date. Compensation expense and the related liability are recorded equally over the respective vesting periods, taking into account fluctuations in the market price of Class B Non-Voting shares, dividends paid and forfeitures. On termination, AGF will redeem all of the participants' DSUs in cash equal to the value of one Class B Non-Voting share at the termination date for each DSU.

The Company had a put agreement with the non-controlling shareholders of one of its subsidiaries. Under the agreement, the Company was obligated to purchase shares from the non-controlling shareholders at a specified price determined in part by reference to earnings. The Company accounted for the obligation as a share-based payment at fair value. The fair value of the obligation was determined as the difference between the strike price of the option and the fair value of the underlying shares, determined using market multiples based on precedent transactions. Changes in the fair value of the put agreement were recorded in net income. The put agreement was settled on May 31, 2013.

(b) Termination Benefits

The Company recognizes termination benefits at the earlier of when it can no longer withdraw the offer of those benefits, or when it recognizes costs for a restructuring that involves termination benefits.

(c) Unit Appreciation Rights (UAR) Plan

The Company has a UAR plan for certain employees of Doherty & Associates Limited (Doherty) and Cypress Capital Management Limited (Cypress). The purpose of the plan is retention of key employees, including senior management and key succession employees, and to promote the profitability and growth of these two subsidiaries by creating a performance incentive for such key employees so that they may benefit from any appreciation in the value of Doherty and Cypress. The plan provides for the grant of performance appreciation rights to certain employees, the value of which are linked to the change in value of Doherty and Cypress by reference to changes in Doherty and Cypress earnings before interest, taxes, depreciation and amortization (EBITDA). Obligations related to the UAR plan are recorded under accounts payable and accrued liabilities and other long-term liabilities on the consolidated statement of financial position.

3.15 Capital Stock
AGF Class A Voting common shares and Class B Non-Voting shares are classified as equity. Incremental costs directly attributable to the issuance of new shares are shown in equity as a deduction from the proceeds, net of tax.

3.16 Dividends
Dividends to AGF shareholders are recognized in the Company's consolidated financial statements in the period in which the dividends are approved by the Board of Directors.

3.17 Earnings per Share
Basic earnings per share are calculated by dividing net income applicable to AGF Class A Voting common shares and Class B Non-Voting shares by the daily weighted average number of shares outstanding. Diluted earnings per share are calculated using the daily weighted average number of shares that would have been outstanding during the year had all potential common shares been issued at the beginning of the year, or when other potentially dilutive instruments were granted or issued, if later.

The treasury stock method is employed to determine the incremental number of shares that would have been outstanding had the Company used proceeds from the exercise of options to acquire shares.

3.18 Accounting Standards Issued but Not Yet Applied
The following new accounting standards have been issued or amended. The Company is currently evaluating the impact the following new standard will have on its financial statements.

IFRS 9, Financial Instruments, was issued by the IASB in July 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces a model for classification and measurement, a single, forward-looking 'expected loss' impairment model and a substantially reformed approach to hedge accounting. The new single, principle-based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, however is available for early adoption. In addition, the elements of IFRS 9 related to presentation of gains from changes in an entity's own credit risk can be early applied in isolation without otherwise changing the accounting for financial instruments. The Company is in the process of assessing the impact of IFRS 9 and has not yet determined when it will adopt the new standard.

IFRS 15, Revenue Recognition, was issued in June 2014. The objective of IFRS 15 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. It also contains new disclosure requirements and amended guidance around the capitalization of certain costs related to the acquisition of customer relationships. IFRS 15 is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. The Company is in the process of assessing the impact of IFRS 15 and has not yet determined when it will adopt the new standard.

3.19 Critical Accounting Estimates and Judgements
The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period in which the estimate is revised if the revision affects both current and future periods.

Key areas of estimation where management has made difficult, complex or subjective judgements - often about matters that are inherently uncertain - include provision for useful lives of depreciable assets, commitments and contingencies, as well as the specific items discussed below.

(a) Impairment of Non-financial Assets

The Company determines the recoverability of each of its CGUs based on an analysis of the underlying AUM associated with the CGU and available AUM multiples from recent transactions for similar assets within the same industry. Such analysis involves management judgement in selecting the appropriate AUM multiple to be used in the assessment of the impairment of non-financial assets. Refer to Note 8 for further details on the impairment of non-financial assets.

(b) Stock-based Compensation and Other Stock-based Payments

In determining the fair value of stock-based rewards and the related charge to the consolidated statement of income, the Company makes assumptions about future events and market conditions. In particular, judgement must be formed as to the likely number of shares that will vest, and the fair value of each award granted. The fair value of stock options granted is determined using the Black-Scholes option-pricing model, which is dependent on further estimates, including the Company's future dividend policy and the future volatility in the price of the Class B Non-Voting shares. Refer to Note 18 for the assumptions used. Such assumptions are based on publicly available information and reflect market expectation. Different assumptions about these factors to those made by AGF could materially affect reported net income.

(c) Income Taxes

The Company is subject to income taxes in numerous jurisdictions. There are many transactions and calculations for which the ultimate tax determination is uncertain. AGF recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. When the estimated outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. Refer to Note 26 for further details.

(d) Critical Judgements in Applying the Company's Accounting Policies

The application of the Company's accounting policies may require management to make judgements, apart from those involving estimates, that can affect the amounts recognized in the consolidated financial statements. Such judgements include the determination of whether intangible assets have finite or indefinite lives and the accounting implications related to certain legal matters. In addition, judgement was applied in determining the recognition and measurement of the provision related to the put option liability for loans related to AGF Trust Company (AGF Trust). Refer to Note 6 for further details.

Note 4: Investments

The following table presents a breakdown of investments:

(in thousands of Canadian dollars)
November 30								2014				2013
Fair value through profit or loss
	AGF mutual funds and other						$	17,676			$	10,779
	Equity securities							544				509
								18,220				11,288
Available for sale
	Equity securities and term deposits							5,304				679
Loans and receivables
	Canadian government debt - Federal							308				305
							$	23,832			$	12,272

 

During the years ended November 30, 2014 and 2013, no impairment charges were required.

The continuity of investments for the years ended November 30, 2014 and 2013 is as follows:

(in thousands of Canadian dollars)
Years ended November 30								2014				2013
Beginning of the year							$	12,272			$	30,177
	Additions							12,829				5,076
	Disposals							(2,746)				(25,804)
	Net gains recognized on the consolidated statement of income							327				2,804
	Reinvested dividends and interest							917				716
	Net unrealized and realized losses transferred to/from other comprehensive income							233				(697)
End of the year							$	23,832			$	12,272

 

Note 5: Investment in Associate and Joint Venture

(a) The Company holds a 32.0% investment in S&WHL accounted for using the equity method. At November 30, 2014, the carrying value was $91.6 million (2013 - $84.9 million). During the year ended November 30, 2014, the Company recognized earnings of $12.1 million (2013 - $9.3 million) and received $7.6 million (2013 - $6.2 million) in dividends from S&WHL. During the year ended November 30, 2014, $3.7 million (2013 - $3.3 million) was recorded in amortization related to the finite life intangible assets related to the purchase of investment in S&WHL.

The continuity for the investment in S&WHL for the years ended November 30, 2014 and 2013 is as follows:

(in thousands of Canadian dollars)
Years ended November 30								2014				2013
Balance, beginning of year							$	84,876			$	74,362
	Share of profit							12,075				9,340
	Foreign exchange differences							2,196				6,838
	Dividends received							(7,636)				(6,249)
	Share of other comprehensive income							125				585
Balance, end of year							$	91,636			$	84,876

 

The following is a summary of S&WHL's gross financial information:

(in thousands of Canadian dollars)
November 30								2014				2013
Statement of financial position
	Current assets						$	881,988			$	611,293
	Non-current assets							220,720				209,545
	Current liabilities							714,568				476,376
	Non-current liabilities							2,125				2,584
(in thousands of Canadian dollars)
Years ended November 30								2014				2013
Statement of comprehensive income
	Revenue						$	374,156			$	311,666
	Expenses							324,108				272,542
	Net earnings after tax							50,048				39,124

 

(b) The Company has investments in alternative asset management companies and the funds they manage. As at November 30, 2014, the Company held a 50.1% interest in InstarAGF and a 37.0% interest in SAFMLP, both of which are alternative asset management companies.

Decisions about investing activities require the unanimous consent of other unrelated owners and therefore, the Company has determined that its interests are joint ventures. The Company accounts for its investments in InstarAGF and SAFMLP using the equity method.

The Company's non-participating voting interest in SAFMLP is held through InstarAGF while its participating non-voting interests are held directly by the Company. Through its interest in InstarAGF and SAFMLP, the Company is entitled to a proportionate share of management fees and carried interest or performance fees from the funds these entities manage. Equity incentive awards are available to be awarded to the employees of SAFMLP based on certain conditions, which could dilute the Company's participation.

The Company has allocated a total of $150.0 million to funds and investments associated with the alternative asset management platform. The Company may temporarily provide capital to warehouse investments prior to formation of a fund. Upon closing of a fund with external investments, the Company receives a return of its capital in excess of its proportionate participation in the fund.

As at November 30, 2014, of its $150.0 million allocation, the Company has committed $50.0 million to Stream Asset Financial LP (Stream), a midstream oil and gas infrastructure fund. As at November 30, 2014, the Company has invested $16.6 million with $33.4 million remaining committed capital to be invested in the Stream fund, which has aggregate capital commitments of $210.0 million. The Company has designated these investments at FVTPL. The Company intends to launch an essential infrastructure fund and has allocated $103.0 million to the fund.

During the year ended November 30, 2014, the Company received $1.1 million (2013 - nil) of income distributions and $0.1 million in charges (2013 - nil) related to the fair value adjustment on the mark to market of its participation in Stream. As at November 30, 2014, the fair value of the Company's investment in Stream was $16.5 million, which represents the Company's maximum exposure to loss related to this investment and has been recorded in long-term investments on the consolidated statement of financial position.

The Company has recorded losses with respect to its equity investment in InstarAGF only to the extent of its initial investment which has a carrying value of nil, due to the fact that it is not contractually obligated to fund the losses. During the year ended November 30, 2014, the Company had accumulated unrecognized losses of $0.7 million (2013 - nil) related to its interest in InstarAGF. In addition, AGF has agreed to advance up to $5.0 million to InstarAGF on an as-needed basis as a working capital loan facility. The loan facility is non-interest bearing and is repayable on a priority basis once InstarAGF begins to earn fees from funds under management. As at November 30, 2014, the Company had recorded a receivable of $2.1 million (2013 - nil), which was included in accounts receivable, prepaid expenses and other assets on the consolidated statement of financial position.

During the year ended November 30, 2014, the Company recognized earnings of $0.3 million (2013 - nil) related to its investment in SAFMLP, which was also equal to the carrying amount of its investment at November 30, 2014.

Note 6: Discontinued Operations

On August 1, 2012, the Company completed its sale of 100% of the shares of AGF Trust for cash consideration corresponding to the net book value of AGF Trust at closing of $246.3 million. The agreement included a contingent consideration to a maximum of $20.0 million over five years if the credit performance of AGF Trust's loan portfolio met certain thresholds. In May 2014, the Company finalized an early settlement of the contingent consideration receivable for $10.0 million. At November 30, 2013, the value of the contingent consideration receivable was estimated at $6.1 million. The amount receivable was settled on June 4, 2014. In addition, the Company indemnified the purchaser of AGF Trust against unenforceable loans outstanding or committed as at the date of closing, which may be put back to the Company on a quarterly basis, subject to certain conditions. The put option will expire on October 31, 2017 and indemnifies only against errors in underwriting and not credit deterioration. The carrying value of the loans subject to indemnification was $3.1 billion at the date of sale. The Company records a provision for indemnified loans when the loan is in default and the put option becomes probable of being exercised, which generally coincides with the receipt of notification by the purchaser that it intends to exercise the put. During the year ended November 30, 2014, a provision of $0.7 million was recorded related to these loans. As a result, the Company realized a net gain on discontinued operations of $3.1 million, or $2.1 million after tax (2013 - nil) during the year ended November 30, 2014.

The change in stock options related to AGF Trust during the year ended November 30, 2013 is summarized as follows:

Year ended November 30										2013
										Weighted
										average
							Options			exercise price
Class B Non-Voting share options related to AGF Trust
	Balance, beginning of the year						393,505			$	17.61
	Options granted						-				-
	Options expired						(299,905)				20.53
	Options exercised						(93,600)				8.24
	Balance, end of the year						-			$	-

 

As at November 30, 2014, AGF Trust employees did not hold any RSUs or stock options (2013 - nil).

Note 7: Acquisitions

(a) Acquisition of Acuity Funds Ltd. and Acuity Investment Management Inc.

On February 1, 2011, the Company completed its acquisition of 100% of the shares of Acuity Funds Ltd. and Acuity Investment Management Inc. (Acuity) for a purchase price of $335.5 million.

On February 1, 2014, the Company fully extinguished its acquisition consideration payable to the Acuity vendors with a payment of $6.4 million, consisting of $4.4 million in cash and a settlement of the Class E exchangeable preferred shares through the issuance of 175,367 Class B Non-Voting shares valued at $1.9 million. As part of the consideration paid, 185,119 Class B Non-Voting shares held in escrow were released to the Acuity vendors on February 1, 2014.

On February 1, 2013, $3.9 million was paid to the Acuity vendors, consisting of $2.7 million in cash and a settlement of the Class D exchangeable preferred shares through the issuance of 107,138 Class B Non-Voting shares valued at $1.2 million.

The following is a summary of the fair values of contingently returnable consideration as at November 30, 2013:

(in thousands of Canadian dollars)
November 30										2013
Cash payments due February 1, 2014								$		4,318
Issuance of Class E exchangeable preferred shares, redeemable February 1, 2014										2,413
								$		6,731
Less: current portion										6,731
								$		-

 

During the year ended November 30, 2014, a $0.3 million recovery (2013 - $1.9 million in charges) was recognized related to the fair value adjustment on the mark to market related to the AGF Class B Non-Voting shares and interest accretion on the acquisition consideration payable.

(b) Acquisition of Highstreet Partners Ltd.

During the year ended November 30, 2013, the Company increased its ownership interest in Highstreet Partners Ltd. (Highstreet) to 100.0% from 89.4%. The Company paid cash consideration of $4.4 million and extinguished receivables of $3.2 million. Refer to Note 18 for details regarding the put agreement.

Note 8: Intangible Assets

(in thousands of Canadian dollars)				Management contracts			Customer contracts			Goodwill			Other intangibles			Deferred selling commissions			Total
At December 1, 2012
	Cost, net of derecognition and impairment		$	704,842		$	64,237		$	244,549		$	32,977		$	422,526		$	1,469,131
	Less: fully amortized assets			-			(11,877)			-			(90)			(44,154)			(56,121)
				704,842			52,360			244,549			32,887			378,372			1,413,010
	Accumulated amortization			-			(45,545)			-			(15,692)			(285,739)			(346,976)
	Less: fully amortized assets			-			11,877			-			90			44,154			56,121
				-			(33,668)			-			(15,602)			(241,585)			(290,855)
Net book amount			$	704,842		$	18,692		$	244,549		$	17,285		$	136,787		$	1,122,155
Year ended November 30, 2013
	Opening net book amount		$	704,842		$	18,692		$	244,549		$	17,285		$	136,787		$	1,122,155
	Additions			-			-			-			-			36,678			36,678
	Reclassification of assets^1			(15,083)			-			-			17,018			-			1,935
	Derecognition			-			(1,732)			-			(1,455)			(12,547)			(15,734)
	Amortization			-			(6,395)			-			(13,109)			(46,070)			(65,574)
Closing net book amount			$	689,759		$	10,565		$	244,549		$	19,739		$	114,848		$	1,079,460
At November 30, 2013
	Cost, net of derecognition and impairment		$	689,759		$	50,628		$	244,549		$	48,450		$	402,503		$	1,435,889
	Less: fully amortized assets			-			(7,778)			-			(576)			(70,656)			(79,010)
				689,759			42,850			244,549			47,874			331,847			1,356,879
	Accumulated amortization			-			(40,063)			-			(28,711)			(287,655)			(356,429)
	Less: fully amortized assets			-			7,778			-			576			70,656			79,010
				-			(32,285)			-			(28,135)			(216,999)			(277,419)
Net book amount			$	689,759		$	10,565		$	244,549		$	19,739		$	114,848		$	1,079,460
Year ended November 30, 2014
	Opening net book amount		$	689,759		$	10,565		$	244,549		$	19,739		$	114,848		$	1,079,460
	Additions			-			-			-			-			38,401			38,401
	Derecognition			-			(196)			-			(1,354)			(10,885)			(12,435)
	Amortization			-			(3,774)			-			(5,837)			(37,591)			(47,202)
Closing net book amount			$	689,759		$	6,595		$	244,549		$	12,548		$	104,773		$	1,058,224
At November 30, 2014
	Cost, net of derecognition and impairment		$	689,759		$	42,654		$	244,549		$	46,520		$	359,363		$	1,382,845
	Less: fully amortized assets			-			(11,725)			-			(23,500)			(102,614)			(137,839)
				689,759			30,929			244,549			23,020			256,749			1,245,006
	Accumulated amortization			-			(36,059)			-			(33,972)			(254,590)			(324,621)
	Less: fully amortized assets			-			11,725			-			23,500			102,614			137,839
				-			(24,334)			-			(10,472)			(151,976)			(186,782)
Net book amount			$	689,759		$	6,595		$	244,549		$	12,548		$	104,773		$	1,058,224

¹ The excess is a result of an asset reclassified during the year from other assets.

During the year ended November 30, 2014, in accordance with its accounting policies, the Company completed its annual impairment test on its goodwill and indefinite life intangibles. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Substantially all of the management contracts are in the retail CGU. The following is a summary of the goodwill allocation by CGU:

(in thousands of Canadian dollars)					Investment Management - Retail			Investment Management - Institutional			Cypress Capital Management Ltd.			Doherty & Associates Ltd.			Total
Year ended November 30, 2013
	Opening net book amount			$	151,624		$	76,656		$	12,548		$	3,721		$	244,549
	Impairment				-			-			-			-			-
	Disposal				-			-			-			-			-
Closing net book amount				$	151,624		$	76,656		$	12,548		$	3,721		$	244,549
Year ended November 30, 2014
	Opening net book amount			$	151,624		$	76,656		$	12,548		$	3,721		$	244,549
	Impairment				-			-			-			-			-
	Disposal				-			-			-			-			-
Closing net book amount				$	151,624		$	76,656		$	12,548		$	3,721		$	244,549

 

To determine whether an impairment loss should be recognized, the carrying value of the assets and liabilities of the CGU is compared to its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use. Fair value less costs to sell is the best estimate obtainable from the sale of a CGU in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal. Accordingly, the Company determined the recoverability of each of its CGUs based on an analysis of the underlying AUM associated with the CGU and available AUM multiples from recent transactions for similar assets within the same industry. Based on the test, the Company concluded that no goodwill or indefinite life intangible assets were impaired for the year ended November 30, 2014 (2013 - nil). Management continues to regularly monitor its intangibles for indications of potential impairment. The AUM and related multiples applied in determining the fair values for each of the CGUs, together with a sensitivity analysis, at November 30, 2014 were as follows:

(in thousands of Canadian dollars)					Investment Management - Retail				Investment Management - Institutional
AUM				$	19,109,000			$	10,445,000
AUM multiple applied					5.0%				3.2%
Recoverable amount				$	941,200			$	334,500
Alternative AUM multiple - high					6.0%				3.5%
Recoverable amount				$	1,127,900			$	361,600
Excess of recoverable amount on carrying value				$	361,400			$	283,100
Alternative AUM multiple - low					4.0%				2.8%
Recoverable amount				$	751,700			$	284,700
Excess (deficiency) of recoverable amount on carrying value				$	(14,800)			$	205,200

 

Note 9: Property, Equipment and Computer Software

(in thousands of Canadian dollars)					Furniture and equipment			Leasehold improvements			Computer hardware			Computer software			Total
At December 1, 2012
	Cost			$	10,828		$	19,198		$	16,715		$	13,572		$	60,313
	Less: fully depreciated assets				(2,502)			(13,833)			(18)			(10,742)			(27,095)
					8,326			5,365			16,697			2,830			33,218
	Accumulated depreciation				(8,281)			(16,161)			(10,223)			(12,092)			(46,757)
	Less: fully depreciated assets				2,502			13,833			18			10,742			27,095
					(5,779)			(2,328)			(10,205)			(1,350)			(19,662)
Net book amount				$	2,547		$	3,037		$	6,492		$	1,480		$	13,556
Year ended November 30, 2013
	Opening net book amount			$	2,547		$	3,037		$	6,492		$	1,480		$	13,556
	Additions				44			448			1,604			1,363			3,459
	Disposals, net of depreciation				-			-			(35)			-			(35)
	Depreciation				(503)			(1,207)			(2,172)			(929)			(4,811)
Closing net book amount				$	2,088		$	2,278		$	5,889		$	1,914		$	12,169
At November 30, 2013
	Cost			$	8,370		$	5,813		$	18,301		$	4,193		$	36,677
	Less: disposals				-			-			(62)			-			(62)
	Less: fully depreciated assets				(993)			(242)			(2,123)			(895)			(4,253)
					7,377			5,571			16,116			3,298			32,362
	Accumulated depreciation				(6,282)			(3,535)			(12,377)			(2,279)			(24,473)
	Less: depreciation on disposals				-			-			27			-			27
	Less: fully depreciated assets				993			242			2,123			895			4,253
					(5,289)			(3,293)			(10,227)			(1,384)			(20,193)
Net book amount				$	2,088		$	2,278		$	5,889		$	1,914		$	12,169
Year ended November 30, 2014
	Opening net book amount			$	2,088		$	2,278		$	5,889		$	1,914		$	12,169
	Additions				63			133			588			609			1,393
	Disposals, net of depreciation				(3)			(1)			(2)			-			(6)
	Depreciation				(422)			(543)			(2,168)			(1,070)			(4,203)
Closing net book amount				$	1,726		$	1,867		$	4,307		$	1,453		$	9,353
At November 30, 2014
	Cost			$	7,440		$	5,704		$	16,704		$	3,907		$	33,755
	Less: disposals				(11)			(55)			(6,552)			-			(6,618)
	Less: fully depreciated assets				-			(3,096)			(10)			(956)			(4,062)
					7,429			2,553			10,142			2,951			23,075
	Accumulated depreciation				(5,711)			(3,836)			(12,395)			(2,454)			(24,396)
	Less: depreciation on disposals				7			54			6,551			-			6,612
	Less: fully depreciated assets				-			3,096			10			956			4,062
					(5,704)			(686)			(5,834)			(1,498)			(13,722)
Net book amount				$	1,725		$	1,867		$	4,308		$	1,453		$	9,353

 

Note 10: Long-term Debt

(a) Revolving Credit Facility

On November 29, 2013, the Company, through its subsidiary AGF Investments Inc., amended and restated its loan agreements for a four-year term and decreased the total credit availability. Facility 1, Facility 2 and the acquisition facility were changed to be under one syndicated agreement with two Canadian chartered banks. The Company's unsecured revolving credit facility (the Facility) has a maximum aggregate principal amount of $400.0 million (2013 - $400.0 million). The agreement includes an accordion feature that allows the Company to increase its Facility by $100.0 million (2013 - $100.0 million) to $500.0 million at a future date, subject to certain terms and conditions. Advances under the Facility are made available by prime-rate loans in U.S. or Canadian dollars, under banker's acceptances (BAs) or by issuance of letters of credit. The Facility is due in full on November 29, 2017, and no principal repayments are due until this date. As at November 30, 2014, AGF had drawn $310.0 million (2013 - $310.0 million) against the Facility in the form of two one-month BAs at an effective average interest rate of 3.3% per annum.

(b) Interest Rate Swap

To hedge the Company's exposure to fluctuating interest rates on its long-term debt, AGF has entered into an interest rate swap transaction with a Canadian chartered bank, which involves the exchange of a one-month BA rate, plus 150 basis points, to pay a fixed interest rate of 3.8%. The swap transaction expires in July 2016. The swap contract is designated as a cash flow hedging instrument and is used to mitigate interest expense volatility on the issuances of BAs over the term to maturity. As at November 30, 2014, the notional amount of the swap was $125.0 million (2013 - $125.0 million) and its fair value was $2.6 million (2013 - $3.3 million), which was recorded as a liability on the consolidated statement of financial position.

Note 11: Deferred Income Tax Assets and Liabilities

(a) The analysis of deferred income tax assets and deferred income tax liabilities is as follows:

(in thousands of Canadian dollars)
November 30						2014				2013
Deferred income tax assets
	Deferred income tax asset to be recovered after more than 12 months				$	3,377			$	2,712
	Deferred income tax asset to be recovered within 12 months					1,126				1,239
						4,503				3,951
Deferred income tax liabilities
	Deferred income tax liability to be settled after more than 12 months					164,331				165,864
	Deferred income tax liability to be settled within 12 months					11,141				13,465
						175,472				179,329
Net deferred income tax liabilities					$	170,969			$	175,378

 

The movement in deferred income tax assets and liabilities during the years ended November 30, 2014 and 2013, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

(in thousands of Canadian dollars)
Year ended November 30, 2014				Balance, beginning of year			Recognized in income			Recognized in contributed surplus			Recognized in OCI			Balance, end of year
Deferred income tax assets
	Expenses deductible in future periods		$	6,727		$	(471)		$	14		$	-		$	6,270
	Property and equipment			2,437			(668)			-			-			1,769
	Loss carryforwards			635			(470)			-			-			165
	Investments			316			(50)			-			173			439
	Other credits and carryforwards			198			(11)			-			-			187
			$	10,313		$	(1,670)		$	14		$	173		$	8,830
Deferred income tax liabilities
	Management contracts and other intangibles		$	156,533		$	(1,958)		$	-		$	-		$	154,575
	Deferred sales commissions			27,414			(2,315)			-			-			25,099
	Other			1,744			(1,619)			-			-			125
			$	185,691		$	(5,892)		$	-		$	-		$	179,799
Net deferred income tax liabilities			$	175,378		$	(4,222)		$	(14)		$	(173)		$	170,969
(in thousands of Canadian dollars)
Year ended November 30, 2013				Balance, beginning of year			Recognized in income			Recognized in contributed surplus			Recognized in OCI			Balance, end of year
Deferred income tax assets
	Expenses deductible in future periods		$	7,582		$	(855)		$	-		$	-		$	6,727
	Property and equipment			3,461			(1,024)			-			-			2,437
	Loss carryforwards			439			196			-			-			635
	Investments			970			(384)			-			(270)			316
	Other credits and carryforwards			69			129			-			-			198
			$	12,521		$	(1,938)		$	-		$	(270)		$	10,313
Deferred income tax liabilities
	Management contracts and other intangibles		$	160,892		$	(4,359)		$	-		$	-		$	156,533
	Deferred sales commissions			33,461			(6,047)			-			-			27,414
	Other			1,700			44			-			-			1,744
			$	196,053		$	(10,362)		$	-		$	-		$	185,691
Net deferred income tax liabilities			$	183,532		$	(8,424)		$	-		$	270		$	175,378

 

(b) Deferred income tax assets are recognized for tax loss carryforwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits of these losses is dependent upon a number of factors, including the future profitability of operations in the jurisdictions in which the tax losses arose. As at November 30, 2014, the Company recognized deferred income tax assets of $0.2 million related to $0.6 million of non-capital losses. Deferred income tax assets have not been recognized for $17.5 million of capital losses carryforward that have no expiry date and $0.4 million of non-capital losses carried forward.

As at November 30, 2014, the amount of temporary differences associated with investment in S&WHL for which deferred income tax assets have not been recognized is $13.7 million (2013 - $20.5 million).

Non-capital loss carryforwards by year of expiry as at November 30, 2014 are summarized below:

(in thousands of Canadian dollars)
2029									$		31
2030											77
2031											8
2032											100
2033											638
2034											107

 

(c) The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred income tax liabilities have not been recognized is $22.2 million.

Note 12: Provision for Elements Advantage

(in thousands of Canadian dollars)
Years ended November 30						2014				2013
Beginning of the year					$	3,664			$	4,337
Additional provision charged to the income statement						1,617				2,162
Used during the year						(1,817)				(2,835)
						3,464				3,664
Less: non-current portion						1,419				2,012
					$	2,045			$	1,652

 

Note 13: Capital Stock

(a)  Authorized Capital

The authorized capital of AGF consists of an unlimited number of AGF Class B Non-Voting shares and an unlimited number of AGF Class A Voting common shares. The Class B Non-Voting shares are listed for trading on the Toronto Stock Exchange (TSX).

(b) Changes During the Period

The change in capital stock is summarized as follows:

Years ended November 30							2014						2013
(in thousands of Canadian dollars, except share amounts)				Shares			Stated value			Shares			Stated value
Class A Voting common shares				57,600		$	-			57,600		$	-
Class B Non-Voting shares
	Balance, beginning of the year			87,091,646		$	524,681			89,057,691		$	533,684
	Issued through dividend reinvestment plan			179,081			2,238			222,580			2,470
	Stock options exercised			485,058			4,613			389,495			3,433
	Issued on acquisition of Acuity			175,367			1,941			107,138			1,231
	Repurchased for cancellation			(1,762,200)			(10,623)			(2,685,258)			(16,137)
	Treasury stock purchased for employee benefit trust			(470,000)			(5,440)			-			-
	Treasury stock released for employee benefit trust			4,799			57			-			-
	Balance, end of the year			85,703,751		$	517,467			87,091,646		$	524,681

 

(c) Class B Non-Voting Shares Purchased for Cancellation

AGF has obtained applicable regulatory approval to purchase for cancellation, from time to time, certain of its Class B Non-Voting shares through the facilities of the TSX (or as otherwise permitted by the TSX). AGF relies on an automatic purchase plan during the normal course issuer bid. The automatic purchase plan allows for purchases by AGF of its Class B Non-Voting shares during certain pre-determined black-out periods, subject to certain parameters. Outside of these pre-determined black-out periods, shares will be purchased in accordance with management's discretion. Under its normal course issuer bid, AGF may purchase up to 10% of the public float outstanding on the date of the receipt of regulatory approval or up to 6,904,647 shares through to February 3, 2015. Subject to regulatory approval, the Company will apply for renewal of its normal course issuer bid. During the year ended November 30, 2014, under AGF's previous normal course issuer bid, 1,762,200 (2013 - 2,685,258) Class B Non-Voting shares were repurchased at a cost of $22.1 million (2013 - $30.7 million) and the excess paid of $11.5 million (2013 - $14.5 million) over the recorded capital stock value of the shares repurchased for cancellation was charged to retained earnings.

(d) Class B Non-Voting Shares Purchased as Treasury Stock for Employee Benefit Trust

During the year ended November 30, 2014, 470,000 (2013 - nil) Class B Non-Voting shares were purchased for the employee benefit trust. Shares purchased for the trust are also purchased under the Company's normal course issuer bid and recorded as a reduction to capital stock. During the year ended November 30, 2014, 4,799 (2013 - nil) Class B Non-Voting shares purchased as treasury stock were released. As at November 30, 2014, 465,201 (2013 - nil) Class B Non-Voting shares were held as treasury stock. Refer to Note 3.14 for additional information.

Note 14: Accumulated Other Comprehensive Income (Loss)

				Foreign			Available
				currency			for sale			Cash flow
(in thousands of Canadian dollars)				translation			securities			hedge			Total
Opening composition of accumulated other  comprehensive income (loss) at November 30, 2012
	Accumulated other comprehensive income (loss)		$	(673)		$	3,265		$	(4,098)		$	(1,506)
	Income tax recovery (expense)			-			(432)			1,086			654
Balance, November 30, 2012				(673)			2,833			(3,012)			(852)
Transactions during the year ended November 30, 2013
	Other comprehensive income (loss)			7,298			(111)			1,052			8,239
	Income tax recovery (expense)			-			8			(278)			(270)
Balance, November 30, 2013				6,625			2,730			(2,238)			7,117
Transactions during the year ended November 30, 2014
	Other comprehensive income			2,717			358			731			3,806
	Income tax recovery (expense)			-			367			(194)			173
Balance, November 30, 2014			$	9,342		$	3,455		$	(1,701)		$	11,096

 

Note 15: Fair Value Adjustments and Other Income

(in thousands of Canadian dollars)
Years ended November 30				2014				2013
Fair value adjustment related to investment in AGF mutual funds (Note 4)			$	327			$	2,804
Fair value adjustment related to acquisition consideration payable (Note 7(a))				422				(1,417)
Fair value adjustment related to put agreement with non-controlling shareholders (Note 18(c))				-				677
Fair value adjustment related to long-term investments (Note 5(b))				(83)				-
Distributions from long-term investments (Note 5(b))				1,083				-
Interest income				4,239				6,136
Other				481				4,181
			$	6,469			$	12,381

 

During the year ended November 30, 2014, the Company recognized nil (2013 - $3.7 million) of one-time other income.

Note 16: Expenses by Nature

(in thousands of Canadian dollars)
Years ended November 30							2014				2013
Selling, general and administrative
	Employee benefit expense					$	103,770			$	111,582
	Sales and marketing						13,645				12,637
	Information technology and facilities						23,745				23,339
	Professional fees						16,031				17,711
	Fund absorption and other fund costs						15,871				21,467
	Other						1,977				4,047
						$	175,039			$	190,783

 

Note 17: Employee Benefit Expense

(in thousands of Canadian dollars)
Years ended November 30							2014				2013
	Salaries and benefits, including restructuring and termination					$	98,167			$	97,723
	Stock option plans						1,094				1,612
	Share purchase plan						1,169				1,029
	RSU and PSU plans						1,843				8,863
	DSU plan						(157)				1,326
	Partners Incentive Plan						1,654				1,029
						$	103,770			$	111,582

 

Note 18: Stock-based Compensation and Other Stock-based Payments

(a) Stock Option Plans

Under the Company's stock option plans, an additional maximum of 3,977,755 Class B Non-Voting shares could have been granted as at November 30, 2014 (2013 - 4,068,024).

The change in stock options, excluding those related to AGF Trust (refer to Note 6), during the years ended November 30, 2014 and 2013 is summarized as follows:

Years ended November 30

2014

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