Marlin delivers another record result
Marlin Global Limited (MLN)
Results for announcement to the market
Reporting Period 12 months to 30 June 2018
Previous Reporting Period 12 months to 30 June 2017
Amount (000s) Percentage change
Revenue from ordinary
activities
$NZ 28,690 41%
Profit (loss) from ordinary
activities after tax
attributable to security
holder
$NZ 23,822 52%
Net profit (loss) attributable
to security holders
$NZ 23,822 52%
Dividend Amount per security Imputed amount per
security
Marlin will pay a partially
imputed quarterly dividend
in line with its distribution
policy.
$NZ 2.05 cps $NZ 0.000012
Record Date 13 September 2018
Dividend Payment Date 28 September 2018
Comments:
The financial statements attached to this report have been
reviewed by PricewaterhouseCoopers and are not subject
to a qualification. A copy of the auditor’s report applicable
to the financial statements is attached to this
announcement.
Net asset value per share 30 June 2018 $1.02 (2017: $0.89)
---
For immediate release:
20 August 2018
Marlin delivers another record result
Highlights
Net profit of $23.8m
Marlin returns 23.2% after fees and tax
Standout performances from healthcare and technology holdings
Marlin Global Limited (NZX: MLN) today announces a net profit of $23.8 million for the 12 months ended 30
June 2018, a 52% increase on the record prior year result of $15.7m.
Chair Alistair Ryan said, “We are pleased to report that Marlin has delivered another strong result for
shareholders for the 2018 financial year, returning 23.2%
1
after fees and tax, well ahead of its benchmark
index
2
.” Mr Ryan added, “Shareholders have also experienced a strengthening share price over the period, and
as a result total shareholder return for the period was a healthy 21.5%.”
Senior Portfolio Manager Ashley Gardyne said: “The portfolio rose 26.6%
3
before fees and tax, 9.5 percentage
points ahead of its benchmark index² which rose 17.1%. The strong portfolio performance was supported by
the longstanding technology investments Mastercard, PayPal and Amazon.”
Mr Gardyne added, “During the year we made a number of changes to the Marlin portfolio, including adding
more exposure to healthcare and consumer holdings. New portfolio positions William Demant, Abbott Labs
and TJX contributed significantly to the year’s result.”
In accordance with Marlin’s quarterly distribution policy (2% of average NAV per quarter), the company paid a
total of 7.59 cents per share to shareholders during the year ended 30 June 2018. Today, the Board declared a
dividend of 2.05 cents per share, payable on 28 September 2018 with a record date of 13 September 2018.
For further information, please contact:
Jody Kaye
Corporate Manager
Marlin Global Limited
Tel: (09) 484 0345
The total shareholder return, adjusted NAV return and gross performance return methodologies are described in the Marlin Global Non-
GAAP Financial Information Policy. A copy of the policy is available at http://marlin.co.nz/about-marlin/marlin-policies/
About Marlin Global
Marlin Global is a listed investment company that invests in growing companies based outside of New Zealand and Australia. The Marlin
portfolio is managed by Fisher Funds, a specialist investment manager with a track record of successfully investing in growth company
shares. The aim of Marlin is to offer investors competitive returns through capital growth and dividends, and access to a diversified
portfolio of investments through a single, tax-efficient investment vehicle. Marlin listed on the NZX Main Board on 1 November 2007 and
may invest in companies that are listed on any approved stock exchange (excluding New Zealand or Australia) or unlisted international
companies not incorporated in New Zealand or Australia.
1
Adjusted NAV return
2
S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZD)
3
Gross performance return
---
MARLIN GLOBAL LIMITED
FINANCIAL STATEMENTS CONTENTS
FOR THE YEAR ENDED 30 JUNE 2018
Page
Statement of Comprehensive Income1
Statement of Changes in Equity2
Statement of Financial Position3
Statement of Cash Flows4
Notes to the Financial Statements5
MARLIN GLOBAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
20182017
Notes$000$000
Interest income40 31
Dividend income767 808
Net changes in fair value of financial assets and liabilities
2
25,787 19,455
Other income
3
2,096 3
Total net income28,690 20,297
Operating expenses
4
(4,954) (3,880)
Operating profit before tax23,736 16,417
Total tax benefit/(expense)
5
86 (730)
Net operating profit after tax 23,822 15,687
Other comprehensive income0 0
Total comprehensive income after tax 23,822 15,687
Basic earnings per share720.20c13.51c
Diluted earnings per share720.08c13.51c
The accompanying notes form an integral part of these financial statements.
Page 1 of 14
MARLIN GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Notes
Share
Capital
(Accumulated
Deficits)/
Retained
Earnings
Total
Equity
$000$000$000
Balance at 1 July 2016108,138 (13,883) 94,255
Comprehensive income
Profit for the year0 15,687 15,687
Other comprehensive income0 0 0
Total comprehensive income for the year ended
30 June 2017
Transactions with owners
Shares issued for warrants exercised
6
1,139 0 1,139
Share buybacks
6
(529) 0 (529)
Dividends paid
6
0 (7,914) (7,914)
New shares issued under dividend reinvestment plan
6
2,896 0 2,896
Shares issued from treasury stock under
dividend reinvestment plan
Total transactions with owners for the year ended
30 June 2017
3,898 (7,914) (4,016)
Balance at 30 June 2017112,036 (6,110) 105,926
Comprehensive income
Profit for the year0 23,822 23,822
Other comprehensive income0 0 0
Total comprehensive income for the year ended
30 June 2018
Transactions with owners
Share buybacks
6
(3,122) 0 (3,122)
Warrant issue costs
6
(21) 0 (21)
Dividends paid
6
0 (8,928) (8,928)
New shares issued under dividend reinvestment plan
6
542 0 542
Shares issued from treasury stock under
dividend reinvestment plan
Total transactions with owners for the year ended
30 June 2018
584 (8,928) (8,344)
Balance at 30 June 2018112,620 8,784 121,404
The accompanying notes form an integral part of these financial statements.
Page 2 of 14
6
6
3,185 0 3,185
23,822 23,822 0
0
Attributable to shareholders of the
company
15,687 15,687
392 0 392
MARLIN GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
20182017
Notes$000$000
SHAREHOLDERS' EQUITY6121,404105,926
Represented by:
ASSETS
Current Assets
Cash and cash equivalents
10
4,287 4,865
Trade and other receivables
8
173 150
Financial assets at fair value through profit or loss
2
121,220 103,235
Current tax receivable
5
192 0
Total Current Assets 125,872 108,250
Non-current Assets
Deferred tax asset
5
208 0
Total Non-current Assets
208 0
TOTAL ASSETS126,080 108,250
LIABILITIES
Current Liabilities
Financial liabilities at fair value through profit or loss
2
1,715 96
Current tax payable
5
0 300
Trade and other payables
9
2,961 1,928
Total Current Liabilities 4,676 2,324
TOTAL LIABILITIES4,676 2,324
NET ASSETS121,404 105,926
These financial statements have been authorised for issue for and on behalf of the Board by:
A B RyanC A Campbell
ChairChair of the Audit and Risk Committee
20 August 201820 August 2018
The accompanying notes form an integral part of these financial statements.
Page 3 of 14
MARLIN GLOBAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
20182017
Notes$000$000
Operating Activities
Sale of investments48,730 43,031
Interest received40 32
Dividends received782 818
Other income2,038 0
Purchase of investments(39,311) (38,560)
Operating expenses (3,912) (1,662)
Other expenses0 (103)
Taxes paid(613) (1,159)
Net cash inflows from operating activities107,754 2,397
Financing Activities
Proceeds from warrants exercised0 1,139
Warrant issue costs(21) 0
Share buybacks(3,160) (491)
Dividends paid (net of dividends reinvested)(5,201) (4,626)
Net cash outflows from financing activities(8,382) (3,978)
Net decrease in cash and cash equivalents held(628) (1,581)
Cash and cash equivalents at beginning of the year4,865 6,321
Effects of foreign currency translation on cash balance50 125
Cash and cash equivalents at end of the year104,287 4,865
The accompanying notes form an integral part of these financial statements.
Page 4 of 14
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 1Basis of Accounting
Reporting Entity
Marlin Global Limited ("Marlin" or "the company") is listed on the NZX Main Board, is registered in New Zealand
under the Companies Act 1993 and is a FMC Reporting Entity under the Financial Markets Conduct Act 2013.
The company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of the Financial
Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand Generally Accepted Accounting
Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards
(NZ IFRS) as appropriate for profit-oriented entities, and International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, as modified by the fair valuation of
certain assets as identified in specific accounting policies and in the accompanying notes. The financial
statements are presented in New Zealand dollars, rounded to the nearest one thousand dollars.
The financial statements include GST where it is charged by other parties as it cannot be reclaimed.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates prevailing at
transaction date. Foreign currency assets and liabilities are translated into New Zealand dollars using the
exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through profit or loss
are presented in the Statement of Comprehensive Income within "Net changes in fair value of financial assets
and liabilities".
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other receivables, and
trade and other payables are presented in the Statement of Comprehensive Income within "Other income".
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant to an
understanding of the financial statements, are provided throughout the notes to the financial statements and
are designated by a symbol.
The accounting policies adopted have been consistently applied to all years presented, unless otherwise stated.
NZ IFRS 9: Financial Instruments is a standard relevant to the company which is not yet effective and has not
yet been applied in preparing the financial statements. Based on the company's assessment, NZ IFRS 9 is not
expected to have a material impact on the classification and measurement of the company's financial assets.
Minor changes are expected to disclosures about the company's financial assets, particularly in the year of
adoption of the new standard.
There are no other accounting standards that have been issued but are not yet effective that are expected to
have a material impact on these financial statements.
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
Judgements are designated by a symbol in the notes to the financial statements. There were no material
estimates or assumptions required in the preparation of these financial statements.
Authorisation of Financial Statements
The Marlin board of directors authorised these financial statements for issue on 20 August 2018.
No party may change these financial statements after their issue.
Note 2Investments
Investments are initially recognised at fair value and are subsequently revalued to reflect changes in fair value.
Net changes in the fair value of investments are recognised in the Statement of Comprehensive Income.
Listed equity investments are classified as designated investment assets at fair value through profit or loss.
Forward foreign exchange contracts are classified as held for trading financial assets at fair value through profit
or loss.
Page 5 of 14
j
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 2Investments (continued)
Forward foreign exchange contracts can be used as economic hedges for equity investments against currency
risk. Therefore, they are accounted for on the same basis as those investments and are recognised at their fair
value.
All purchases and sales of investments are recognised at trade date, which is the date the company commits to
purchase or sell the investment and transaction costs are expensed as incurred. When an investment is sold,
any gain or loss arising on the sale is included in the Statement of Comprehensive Income. Realised gains or
losses are calculated as the difference between the sale proceeds and the carrying amount of the item.
Dividend income from investments is recognised in the Statement of Comprehensive Income when the
company's right to receive payments is established (ex-dividend date).
Marlin has classified all its investments at fair value through profit or loss. This designation on inception is to
provide more relevant information given that the investment portfolio is managed, and performance evaluated,
on a fair value basis, in accordance with a documented investment strategy.
The fair value of listed equity investments traded in active markets are based on last sale prices at balance
date, except where the last sale price falls outside the bid-ask spread for a particular investment, in which case
the bid price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques based on spot
exchange rates and forward points supplied by The World Markets Company PLC via Thomson Reuters.
Financial assets and liabilities at fair value through profit or loss20182017
$000$000
Financial Assets:
Investments designated at fair value through profit or loss
International listed equity investments121,194 103,047
Financial assets at fair value through profit or loss - held for trading
Forward foreign exchange contracts26 188
Total financial assets at fair value through profit or loss121,220 103,235
Financial Liabilities:
Financial liabilities at fair value through profit or loss - held for trading
Forward foreign exchange contracts1,715 96
Total financial liabilities at fair value through profit or loss1,715 96
Net changes in fair value of financial assets and liabilities
Investments designated at fair value through profit or loss
International equity investments
21,992 19,775
Foreign exchange gains/(losses) on equity investments
7,162 (2,077)
Total gains on designated financial assets29,154 17,698
Investments at fair value through profit or loss - held for trading
(Losses)/gains on forward foreign exchange contracts
(3,367) 1,757
Total (losses)/gains on financial assets and liabilities held for trading(3,367) 1,757
Net changes in fair value of financial assets and liabilities25,787 19,455
The fair value of thirteen stocks was determined using the bid price (2017: eight stocks).
The notional value of forward foreign exchange contracts held at 30 June 2018 was $49,287,240 (30 June 2017:
$40,740,999).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows the extent of
judgement used in determining their fair value. Where unadjusted quoted prices are used, the investments are
categorised as Level 1. When inputs derived from quoted prices are used, the investments are categorised as
Level 2 and, if inputs are not based on observable market data they are categorised as Level 3.
Page 6 of 14
j
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 2Investments (continued)
All equity investments held by Marlin are categorised as Level 1 and all forward foreign exchange contracts are
classified as Level 2 in the fair value hierarchy.
There were no financial instruments classified as Level 3 at 30 June 2018 (30 June 2017: none).
Note 3Other income
20182017
$000$000
GST refund (note 11)
1,860 0
Foreign exchange gains on cash and cash equivalents
236 3
Total other income2,096 3
Note 4Operating expenses
Management fee (note 11)1,468 1,453
Performance fee (note 11)2,713 1,645
Administration services (note 11)159 159
Directors' fees (note 11)132 144
Brokerage138 103
Custody and accounting fees
92 138
Investor relations and communications92 93
NZX fees
41 42
Professional fees43 37
Auditor's fees:
Statutory audit and review of financial statements35 33
Non-assurance services
1
5 2
Regulatory fees9 3
Other operating expenses27 28
Total operating expenses4,954 3,880
1
Non-assurance services relate to agreed upon procedures performed in respect of the performance fee
calculation. No other fees were paid to the auditor during the year (2017: nil).
Note 5
Taxation
Marlin is a Portfolio Investment Entity ("PIE") for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax payable on the
taxable income for the year, using tax rates enacted at balance date, and any adjustment to tax payable in
respect of previous years. Current tax for current and prior periods is recognised as a liability (or asset) to the
extent that it is unpaid (or refundable). Deferred tax (if any) is recognised as the differences between the carrying
amounts of assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
20182017
Taxation expense is determined as follows:
$000$000
Operating profit before tax
23,736 16,417
Non-taxable realised gain on financial assets and liabilities
(19,466) (10,877)
Non-taxable unrealised gain on financial assets and liabilities
(9,688) (6,821)
Fair Dividend Rate income
5,305 4,568
Exempt dividends subject to Fair Dividend Rate
(764) (816)
Non-deductible expenses and other
573 136
Prior period adjustment(2) 0
Taxable (loss)/income(306) 2,607
Tax at 28%
(86) 730
Taxation expense comprises:
Current tax
121 730
Deferred tax
(206) 0
Prior period adjustment(1) 0
Total tax (benefit)/expense(86) 730
Page 7 of 14
j
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 5
Taxation (continued)
20182017
$000$000
Current tax balance
Opening balance
(300) (729)
Current tax movements
(121) (723)
Tax paid
613 1,159
Credits used
0 (7)
Current tax receivable/(payable)192 (300)
Deferred tax balance
Opening balance
0 0
Current year losses
206 0
Other
2 0
Deferred tax asset208 0
A deferred tax asset has been recognised as it is probable that future tax profits will be available to utilise the
loss.
Imputation credits
The imputation credits available for subsequent reporting periods total $1,105 (2017: $304,435). This amount
represents the balance of the imputation credit account at the end of the reporting period, adjusted for imputation
credits that will arise from the receipt of dividends recognised as a receivable at 30 June 2018.
Note 6
Shareholders' equity
Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares and
warrants are shown in equity as a deduction.
When shares are acquired by the company, the amount of consideration paid is recognised directly in equity.
Acquired shares are classified as treasury stock and presented as a deduction from share capital. When treasury
stock is subsequently sold or reissued, the cost of treasury stock is reversed and the realised gain or loss on sale
or reissue, net of any directly attributable incremental transaction costs, is recognised within share capital.
Marlin has 119,304,538 fully paid ordinary shares on issue (2017: 118,431,288). All ordinary shares rank equally
and have no par value. All shares carry an entitlement to dividends and one vote is attached to each fully paid
ordinary share.
Buybacks
Marlin maintains an ongoing share buyback programme. As at 30 June 2018, Marlin had acquired 3,781,447
(2017: 678,997) shares under the programme which allows up to 5% of the ordinary shares on issue (as at the
date 12 months prior to the acquisition) to be acquired. Shares acquired under the buyback programme are held
as treasury stock and subsequently reissued to shareholders under the dividend reinvestment plan. There was
no treasury stock held at balance date (2017: 165,681 shares held as treasury stock).
Warrants
On 2 May 2018, 29,684,140 new Marlin warrants were allotted and quoted on the NZX Main Board on 3 May
2018. One new warrant was issued to all eligible shareholders for every four shares held on record date (1 May
2018). The warrants are exercisable at $0.83 per warrant, adjusted down for dividends declared during the period
up to the exercise date of 12 April 2019. Warrant holders can elect to exercise some or all of their warrants on
the exercise date subject to a minimum exercise of 500 warrants.
On 14 July 2015, 27,546,716 Marlin warrants were allotted and quoted on the NZX Main Board on 15 July 2015.
On 5 August 2016, 1,419,270 warrants were exercised at $0.81 per warrant and the remaining 26,127,446
warrants lapsed.
Page 8 of 14
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MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 6
Shareholders' equity (continued)
Dividends
Dividend distributions to the company's shareholders are recognised as a liability in the financial statements in
the period in which the dividends are declared by the Marlin board.
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid during the
year comprised:
2018Cents per2017Cents per
$000share$000share
29 Sep 20172,156 1.8330 Sep 20161,974 1.72
22 Dec 20172,190 1.8722 Dec 20161,991 1.72
29 Mar 20182,266 1.9331 Mar 20171,939 1.66
29 Jun 20182,316 1.9629 Jun 20172,010 1.71
8,928 7.597,914 6.81
Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides shareholders with the option to reinvest all or part of any
cash dividends in fully paid ordinary shares at a 3% discount to the five-day volume weighted average share
price from the date the shares trade ex-entitlement. During the year ended 30 June 2018, 4,654,697 ordinary
shares (2017: 4,321,386 ordinary shares) were issued in relation to the plan for the quarterly dividends paid. To
participate in the dividend reinvestment plan, a completed participation notice must be received by Marlin before
the next record date.
Note 7Earnings per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the
weighted average number of ordinary shares on issue during the year. Diluted earnings per share assumes
conversion of all dilutive potential ordinary shares in determining the denominator.
20182017
Basic earnings per share
Profit attributable to owners of the company ($'000)
23,822 15,687
Weighted average number of ordinary shares on issue net of treasury stock ('000)
117,959 116,112
Basic earnings per share20.20c13.51c
Diluted earnings per share
Profit attributable to owners of the company ($'000)
23,822 15,687
Weighted average number of ordinary shares on issue net of treasury stock ('000)
117,959 116,112
Diluted effect of warrants on issue ('000)
653 0
118,612 116,112
Diluted earnings per share20.08c13.51c
Note 8
Trade and Other Receivables
Trade and other receivables are classified as loans and receivables and are initially recognised at fair value, and
subsequently measured at amortised cost less any provision for impairment. Receivables are assessed on a
case-by-case basis for impairment.
The fair value of trade and other receivables is equivalent to their carrying amount.
20182017
$000$000
Interest receivable
0 4
Dividends receivable
9 23
Other receivables and prepayments164 123
Total trade and other receivables173 150
Page 9 of 14
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MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 9
Trade and Other Payables
Trade and other payables are classified as other financial liabilities and are initially recognised at fair value, and
subsequently measured at amortised cost.
The fair value of trade and other payables is equivalent to their carrying amount.
20182017
$000$000
Related party payable (note 11)
2,856 1,788
Other payables and accruals
105 102
Share buyback payable
0 38
Total trade and other payables2,961 1,928
Note 10Cash and Cash Flow Reconciliation
Cash and Cash Equivalents
Cash and cash equivalents are classified as loans and receivables and comprise cash on deposit at banks and
short-term money market deposits.
20182017
$000$000
Cash - New Zealand dollars
1,487 2,206
Cash - International currency
2,800 2,659
Cash and Cash Equivalents4,287 4,865
Reconciliation of Net Operating Profit after Tax to Net Cash Flows
from Operating Activities
Net operating profit after tax
23,822 15,687
Items not involving cash flows:
Unrealised gains on cash and cash equivalents(50) (125)
Unrealised gains on revaluation of investments(7,906) (6,567)
(7,956) (6,692)
Impact of changes in working capital items
Increase in trade and other payables1,033 173
(Increase)/decrease in trade and other receivables(23) 588
Change in current and deferred tax(700) (429)
310 332
Items relating to investments
Amount paid for purchases of investments(39,311) (38,560)
Amount received from sales of investments48,730 43,031
Realised gains on investments(17,879) (12,887)
Increase in unsettled purchases of investments0 1,578
Decrease in unsettled sales of investments0 (54)
(8,460) (6,892)
Other
Decrease/(increase) in share buybacks payable38 (38)
38 (38)
Net cash inflows from operating activities7,754 2,397
Page 10 of 14
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MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 11
Related Party Information
Parties are considered to be related if one party has the ability to control or exercise significant influence over the
other party in making financial or operational decisions.
Transactions with related parties
The Manager of Marlin is Fisher Funds Management Limited ("Fisher Funds" or "the Manager"). Fisher Funds is
a related party by virtue of the Management Agreement and having a director in common. In return for the
performance of its duties as Manager, Fishers Funds is paid the following fees:
(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and payable
monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the Manager's interests with
those of the Marlin shareholders. For every 1% underperformance (relative to the change in the NZ 90 Day Bank
Bill Index) the management fee percentage is reduced by 0.1%, subject to a minimum 0.75% per annum
management fee.
(ii) Performance fee: Fisher Funds may earn an annual performance fee of 15% (plus GST) of excess returns
over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank Bill Index plus 5%)
subject to achieving the High Water Mark ("HWM").
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset value per
share (after adjustment for capital changes and distributions) at the end of any previous calculation period in
which a performance fee was payable, multiplied by the number of shares on issue at the end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned it is paid within
30 days of the balance date and, subject to all regulatory requirements, the Manager will use 25% of the
performance fee to acquire shares in Marlin on-market within 90 days of receipt of the performance fee.
Performance fees paid to the Manager are recognised as an expense in the Statement of Comprehensive
Income in line with a typical operating expense.
At 30 June 2018 the Manager had achieved a return in excess of the performance fee hurdle return and the
HWM. For the year ended 30 June 2018, excess returns of $17,818,934 (2017: $11,267,111) were generated
and the net asset value per share before the deduction of a performance fee was $1.02 (2017: $0.90), which
exceeded the HWM after adjustment for capital changes and distributions of $0.83 (2017: $0.82). Accordingly,
the company has expensed a performance fee of $2,712,933 (including GST) for the year ended 30 June 2018
(30 June 2017: $1,645,381).
(iii) Administration fee: Fisher Funds provides corporate administration services and a fee is payable monthly
in arrears.
Fees earned and payable:
20182017
$000$000
Fees earned by the Manager for the year ending 30 June
Management fees1,468 1,453
Performance fees2,713 1,645
Administration services159 159
Total fees earned by the Manager4,340 3,257
Fees payable to the Manager at 30 June
Management fees130 130
Performance fees 2,713 1,645
Administration services13 13
Total fees payable to the Manager2,856 1,788
Investments by the Manager
The Manager held shares in, and received dividends from, the company at 30 June 2018 which total 1.08% of
the total shares on issue (2017: 0.69%) and 1.07% of the total warrants on issue (2017: n/a).
Investment transactions with related parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for the purposes
of rebalancing portfolios without incurring brokerage costs. These transactions are conducted after the market
has closed at last sale price (on an arm’s length basis). Purchases for the year ended 30 June 2018 totalled $nil
(2017: $nil) and sales totalled $488,980 (2017: $nil).
Page 11 of 14
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 11
Related Party Information (continued)
GST Refund
Fisher Funds historically charged Marlin GST at the standard GST rate on the provision of investment services.
Last year the Inland Revenue Department ("IRD") confirmed that the lower GST fund manager rate of 1.5%
could be charged to Marlin (and this rate has been applied since 1 August 2017).
During April 2018, Marlin received from Fisher Funds $1,875,253, being a refund of overcharged GST of
$1,747,301 plus use of money interest ("UOMI") of $127,952 on the provision of investment services to Marlin
for the eight year period from 1 August 2009 to 31 July 2017.
In the Statement of Comprehensive Income, the portion of the GST refund relating to historical years of
$1,731,576 and UOMI of $127,952, which totals $1,859,528, has been recognised as other income, with the
balance of $15,726 relating to the current year recognised as a reduction in management fee expense. The GST
refund and UOMI was excluded from the performance fee calculation as it was not generated by investment
activity.
Directors
The directors of Marlin are the only key management personnel and they earn a fee for their services. The
directors' fee pool is $125,000 (plus GST if any) per annum. The amount paid to directors is disclosed in note 4
under directors' fees (currently only independent directors earn a director's fee).
The directors also held shares in the company at 30 June 2018 which total 0.71% of total shares on issue (30
June 2017: 0.43% of the total shares on issue) and 0.70% of total warrants on issue (30 June 2017: n/a).
Dividends were also received by the directors as a result of their shareholding.
Note 12
Financial Risk Management
The company is subject to a number of financial risks which arise as a result of its investment activities, including
market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments. Financial
instruments currently recognised in the financial statements also comprise cash and cash equivalents, forward
foreign exchange contracts, trade and other receivables and trade and other payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the company's control such as
competition, regulatory changes, commodity price changes and changes in general economic climates
domestically and internationally. The Manager moderates this risk through careful stock selection and
diversification, daily monitoring of the market positions and regular reporting to the board of directors. In addition,
the Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The country in which Marlin's exposure is 10% or greater of the portfolio is the United States 73% (2017: United
States 62%).
The maximum market risk resulting from financial instruments is determined as their fair value.
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The company is exposed
to the risk of fluctuations in the underlying value of its listed portfolio companies. There were no companies
individually comprising more than 10% of Marlin's total assets at 30 June 2018 (30 June 2017: none).
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing foreign
currency and New Zealand bank accounts. The company is therefore exposed to the risk of gains or losses or
changes in interest income from movements in both international and New Zealand interest rates. There is no
hedge against the risk of movements in interest rates.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because of changes
in foreign exchange rates. The company holds assets denominated in international currencies and it is therefore
exposed to currency risk as the value of cash held in international currencies will fluctuate with changes in the
relative value of the New Zealand dollar. The company mitigates this risk by entering into forward foreign
exchange contracts as and when the Manager deems it appropriate. At any time during the year the portfolio may
be hedged by an amount deemed appropriate by the Manager.
Page 12 of 14
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 12
Financial Risk Management (continued)
Market Risk (continued)
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders' equity to reasonably
possible changes arising from market risk exposure at 30 June as follows:
20182017
$000$000
Price risk
1
Investments designated at fair value (listed)Carrying value121,194 103,047
Impact of a 10% change in market prices: +/- 12,119 10,305
Interest rate risk
2
Cash and cash equivalentsCarrying value4,287 4,865
Impact of a 1% change in interest rates: +/- 43 49
Currency risk
3
Cash and cash equivalentsCarrying value2,800 2,659
Impact of a +10% change in exchange rates(255) (242)
Impact of a -10% change in exchange rates311 296
Investments designated at fair value (listed)Carrying value121,194 103,047
Impact of a +10% change in exchange rates(11,018) (9,367)
Impact of a -10% change in exchange rates13,466 11,450
Financial assets and liabilities held for tradingCarrying value(1,689) 92
Impact of a +10% change in exchange rates4,481 (2,217)
Impact of a -10% change in exchange rates(5,476) 2,708
Net foreign currency payables/receivablesCarrying value110 23
Impact of a +10% change in exchange rates
(10) (2)
Impact of a -10% change in exchange rates
12 3
1
A variable of 10% was selected for price risk as this is a reasonably expected movement based on historic trends in equity prices.
2
A variable of 1% was selected as this is a reasonably expected movement based on past overnight cash rate movements. The percentage
movement for the interest rate sensitivity relates to an absolute change in the interest rate rather than a percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange rate movements.
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
company. In the normal course of its business, the company is exposed to credit risk from transactions with its
counterparties.
Other than cash at bank and short term unsettled trades, there are no significant concentrations of credit risk.
The company does not expect non-performance by counterparties, therefore no collateral or security is required.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in listed
securities are paid for on delivery according to standard settlement instructions. The company invests cash with
banks registered in New Zealand and internationally which carry a minimum short-term credit rating of S&P A-1+
(or equivalent).
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the Statement
of Financial Position.
Page 13 of 14
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Note 12
Financial Risk Management (continued)
Liquidity Risk
Liquidity risk is the risk that the assets held by the company cannot readily be converted to cash in order to meet
the company's financial obligations as they fall due. The company endeavours to invest the proceeds from the
issue of shares in appropriate investments while maintaining sufficient liquidity (through daily cash monitoring) to
meet working capital and investment requirements.
Liquidity to fund investment requirements can be augmented through the procurement of a debt facility from a
registered bank to a maximum value of 20% of the gross asset value of the company. There were no such debt
facilities at 30 June 2018 (2017: nil).
Capital Risk Management
The company’s objective is to prudently manage shareholder capital (share capital, reserves, retained earnings
and borrowings (if any)).
In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, undertake share buybacks, issue new shares and secure
borrowings in the short term.
The company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the company continues to pay 2% of average
net asset value each quarter.
Note 13
Net Asset Value
The audited net asset value per share of Marlin as at 30 June 2018 was $1.02 (30 June 2017: $0.89),
calculated as the net assets of $121,403,922 divided by the number of shares on issue of 119,304,538.
Note 14
Commitments and Contingent Liabilities
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2018 (2017: nil).
Note 15
Financial Reporting by Segments
The company operates in a single operating segment, being international financial investment.
There has been no change to the operating segment during the year.
Note 16
Subsequent Events
The Board declared a dividend of 2.05 cents per share on 20 August 2018. The record date for this dividend is
13 September 2018 with a payment date of 28 September 2018.
There were no other events which require adjustment to or disclosure in these financial statements.
Page 14 of 14
---
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Marlin Global Limited’s financial statements comprise:
the statement of financial position as at 30 June 2018;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Marlin Global Limited (the Company), present fairly, in all
material respects, the financial position of the Company as at 30 June 2018, its financial performance
and its cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ISAs
(NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Company including agreed upon procedures in relation to
the performance fee calculation. The provision of these other services has not impaired our
independence.
PwC
Our audit approach
Overview
An audit is designed to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
Overall materiality: $607,000, which represents approximately 0.5% of net
assets. We used this benchmark because, in our view, this is an appropriate
benchmark for a Fund.
We agreed with the Audit and Risk Committee that we would report to them
misstatements identified during our audit above $56,000 as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Because of the significance of the investments to the financial statements, we
have determined that there is one key audit matter: valuation and existence of
investments designated at fair value through profit or loss.
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Company materiality for the financial statements as a whole as set out above.
These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in the aggregate on the financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the financial statements and
our application of materiality. As in all of our audits, we also addressed the risk of management
override of internal controls including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Company, the
type of investments held by the Company, the use of third party service providers, the accounting
processes and controls, and the industry in which the Company operates.
The Directors are responsible for the governance and the control activities of the Company. The
Directors have delegated certain responsibilities to Fisher Funds Management Limited (the
Investment Manager) and Trustees Executors Limited (the Administrator). The Company has also
appointed Trustees Executors Limited (the Custodian) to act as Custodian of the Company’s
investments.
In establishing our overall audit approach we assessed the risk of material misstatement, taking into
account the nature, likelihood and potential magnitude of any misstatement. As part of our risk
assessment, we considered the Company’s interaction with the Investment Manager and
Administrator and the control environment in place at the Administrator and the Custodian.
PwC
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: valuation and existence of investments designated at fair value through profit or
loss. The matter was addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on the matter.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
designated at fair value through profit or loss
Investments designated at fair value through
profit or loss (the Investments) are valued at
$121.2 million and represent 96% of total
assets.
Further disclosures on the Investments are
included at note 2 to the financial statements.
This was an area of focus for our audit and the
area where significant audit effort was
directed.
As at 30 June 2018, all Investments are in
companies that are listed on stock exchanges
outside of New Zealand and Australia and are
actively traded with readily available, quoted
market prices. The market prices are quoted in
foreign currencies, which are then translated to
New Zealand dollars using the applicable
exchange rate at 30 June 2018.
All Investments are held by the Custodian on
behalf of the Company and administered by
the Administrator.
Our audit procedures included updating our
understanding of the business processes employed by
the Company for accounting for, and valuing, their
investment portfolio.
We obtained confirmation from the Custodian that
the company was the registered owner of all recorded
investments.
Our procedures also included obtaining the
Administrator’s and Custodian’s Internal Controls
Report for Custody, Investment Accounting and
Registry services for the periods ended 30 September
2017 and 31 March 2018. The Administrator and
Custodian have confirmed that there has been no
material change to their control environment in the
period from 1 April 2018 to 30 June 2018.
Our audit procedures over the valuation of the
Investments included agreeing the price for all
Investments held at 30 June 2018, and the exchange
rate at which they have been converted from the
foreign currency to New Zealand dollars, to
independent third party pricing sources. We had no
matters arising from the procedures performed.
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. The annual report is expected to be made available
to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information included in the annual
report and we do not and will not express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the Directors.
PwC
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ
)
and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.
For and on behalf of:
Chartered Accountants Auckland
20 August 2018
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.