Kingfish Limited/Announcement
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Kingfish Delivers Record Result

Full Year Results26 May 2019KFLFinancials

Kingfish Limited
Results announcement

(for Equity Security issuer)

Updated as at 27 May 2019



Results for announcement to the market

Name of issuer

Reporting Period 12 months to 31 March 2019

Previous Reporting Period 12 months to 31 March 2018

Currency


Amount (000s) Percentage change

Revenue from continuing

operations

$56,312 29.9%

Total Revenue $56,312 29.9%

Net profit/(loss) from

continuing operations

$47,063 29.6%

Total net profit/(loss) $47,063 29.6%

Interim/Final Dividend

Amount per Quoted Equity

Security

$NZ 3.07 cents per share

Imputed amount per Quoted

Equity Security

$NZ 0.002517

Record Date 13 June 2019

Dividend Payment Date 27 June 2019

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.57 $1.45

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The financial statements attached to this report have been

audited 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.

Authority for this announcement

Name of person


authorised

to make this announcement

Wayne Burns

Contact person for this

announcement

Wayne Burns

Contact phone number 09 484 0352

Contact email address wayne@fisherfunds.co.nz

Date of release through MAP


27 May 2019


Audited financial statements accompany this announcement.

---

For immediate release:

27 May 2019



Kingfish delivers record result


 Net profit after tax $47m

 Total shareholder return +13.5%

 Adjusted NAV return 17.6%

1


 Dividend return +9.0% (11.76 cps paid)


NZX-listed investment company Kingfish Limited (NZX: KFL) today announced a net operating profit after

tax for the 12 months to 31 March 2019 of $47.1m million. The result builds on last year’s net profit of

$36.3 million and includes gains on investments of $49.5m, dividend and interest income of $6.8m less

operating expenses and tax of $9.2m. The Kingfish portfolio achieved a gross performance return of

21.2%

2

(17.6% after fees and taxes) for the period outperforming the S&P/NZX50G which was up 18.3%

over the same period.


Total shareholder return was +13.5% which included the increase in share price, dividends paid and the

impact of the warrants that were on issue during the year. In accordance with Kingfish’s quarterly

distribution policy (2% of average NAV per quarter), the company paid a total of 11.76 cents per share to

shareholders during the year ended 31 March 2019. On 20 May 2019, the Board declared a dividend of

3.07 cents per share, payable on 27 June 2019 with a record date of 13 June 2019.


Kingfish Chair, Alistair Ryan said, “We are pleased that Kingfish had a strong finish to the year after a

volatile third quarter, achieving a record result for the full year. The Manager’s focus on investing in

quality and growing companies has continued to reward shareholders with healthy returns.”


Kingfish’s Manager, Fisher Funds, was paid a performance fee of $4.3m plus GST during the period as the

Kingfish portfolio achieved a return in excess of both the performance fee hurdle (the change in the Bank

Bill Index rate plus 7%) and the High Water Mark (the highest net asset value at the end of the previous

financial year in which a performance fee was paid, adjusted for changes in capital).


Senior Portfolio Manager Sam Dickie said, “Kingfish had its best gross return in 5 years, topped off by its

best final quarter in 13 years. It was especially pleasing that Kingfish performed well relative to the

broader market, driven by companies such as Mainfreight, Vista and A2 Milk.”



For further information please contact:


Corporate Manager

Kingfish Limited

Tel: (09) 484 0345



1

Adjusted net asset value return – the net return to an investor after fees and tax.


2

Gross performance return – The Manager’s portfolio performance in terms of stock selection.



Non-GAAP Financial Information

The adjusted net asset value, gross performance return and total shareholder return methodologies are described in the

Kingfish Non-GAAP Financial Information policy. A copy of the policy is available at http://www.kingfish.co.nz/about-

kingfish/kingfish-policies/.



About Kingfish
Kingfish is a listed investment company that invests in growing New Zealand companies. The Kingfish portfolio is managed

by Fisher Funds, a specialist investment manager with a track record of successfully investing in growth company shares.

The aim of Kingfish 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. Kingfish listed on the NZX Main Board

on 31 March 2004 and may invest in companies that are listed on the NZX Main Board, NZX Alternative Market or unlisted

companies. /ends

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KINGFISH LIMITED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Page

CONTENTS

Statement of Comprehensive Income1

Statement of Changes in Equity2

Statement of Financial Position3

Statement of Cash Flows4

Notes to the Financial Statements5

KINGFISH LIMITED
STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Notes$000$000

Interest income

279 237

Dividend income

6,545 7,672

Net changes in fair value of investments

249,488 32,493

Other income

30 2,959

Total net income56,312 43,361

Operating expenses49,170 6,996

Operating profit before tax47,142 36,365

Total tax expense5

79 39

Net operating profit after tax attributable to shareholders

47,063 36,326

Total comprehensive income after tax attributable to shareholders47,063 36,326

Basic earnings per share724.24c19.62c

Diluted earnings per share723.81c19.51c

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

Page 1 of 14

KINGFISH LIMITED
STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2019

SharePerformanceRetainedTotal

NotesCapitalFee ReserveEarningsEquity

$000$000$000$000

Balance at 31 March 2017164,729 417 54,924 220,070

Comprehensive income

Profit for the year0 0 36,326 36,326

Other comprehensive income0 0 0 0

Total comprehensive income for

the year ended 31 March 20180 0 36,326

36,326

Transactions with owners

Dividends paid60 0 (21,215) (21,215)

Share buybacks(3,095) 0 0 (3,095)

Shares issued from treasury stock under dividend

reinvestment plan

62,871 0 0 2,871

New shares issued under dividend reinvestment

plan

65,057 0 0 5,057

Shares issued for warrants exercised635,148 0 0 35,148

Prior year Manager's performance fee settled with

ordinary shares

297 (301) 0 (4)

Prior year Manager's performance fee settled with

treasury stock

116 (116) 0 0

Manager's performance fee to be settled with

ordinary shares

0 1,118 0 1,118

Total transactions with owners

the year ended 31 March 2018

40,394 701 (21,215) 19,880

Balance at 31 March 2018205,123 1,118 70,035 276,276

Comprehensive income

Profit for the year0 0 47,063

47,063

Other comprehensive income0 0 0 0

Total comprehensive income for

the year ended 31 March 20190 0

47,063 47,063

Transactions with owners

Dividends paid60 0 (22,816) (22,816)

Share buybacks(546) 0 0 (546)

Shares issued from treasury stock under dividend

reinvestment plan

6

462 0 0 462

New shares issued under dividend reinvestment

plan

68,165 0 0 8,165

Prior year Manager's performance fee settled with

ordinary shares

1,089 (1,096) 0 (7)

Prior year Manager's performance fee settled with

treasury stock

22 (22) 0 0

Manager's performance fee to be settled with

ordinary shares

0 2,043 0 2,043

Warrant issue costs6(19) 0 0 (19)

Total transactions with owners for

the year ended 31 March 2019

9,173 925 (22,816) (12,718)

Balance at 31 March 2019214,296 2,043 94,282 310,621

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

Page 2 of 14

Attributable to shareholders of the company

KINGFISH LIMITED
STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2019

20192018

Notes$000$000

SHAREHOLDERS' EQUITY6310,621 276,276

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10

19,274 10,768

Trade and other receivables 8

12,810 4,317

Investments at fair value through profit or loss 2

281,547 264,395

Current tax receivable5

0 10

Total Current Assets 313,631 279,490

TOTAL ASSETS313,631 279,490

LIABILITIES

Current Liabilities

Trade and other payables 9

3,010 3,214

Total Current Liabilities 3,010 3,214

TOTAL LIABILITIES3,010 3,214

NET ASSETS310,621 276,276

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

24 May 201924 May 2019

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

Page 3 of 14

KINGFISH LIMITED
STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Notes$000$000

Operating Activities

Sale of investments

92,589 78,079

Interest received

280 236

Dividends received

6,636 7,516

Other income received3,109 (10)

Purchase of investments

(73,140) (91,068)

Operating expenses

(6,147) (5,316)

Taxes paid

(69) (39)

Net cash inflows/(outflows) from operating activities1023,258 (10,602)

Financing Activities

Proceeds from warrants exercised0 35,148

Share buybacks(544) (3,095)

Warrant issue costs(19) 0

Dividends paid (net of dividends reinvested)

(14,189) (13,287)

Net cash (outflows)/inflows from financing activities(14,752) 18,766

Net increase in cash and cash equivalents held8,506 8,164

Cash and cash equivalents at beginning of the year10,768 2,604

Cash and cash equivalents at end of the year1019,274 10,768

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

Page 4 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 1Basis of Accounting

Reporting Entity

Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New

Zealand under the Companies Act 1993 and is an 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 functional and reporting currency used to prepare the financial statements is 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.

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.

The Company adopted NZ IFRS 9 Financial Instruments (replacing NZ IAS 39 Financial Instruments:

Recognition and Measurement) from 1 April 2018 and applied the standard retrospectively, but has elected not

to restate comparative information. From 1 April 2018, the Company classifies the financial assets and

liabilities in the following measurement categories:

• those to be measured at fair value through profit or loss (previously measured as designated at fair value

through profit or loss and available-for-sale financial assets), and

• those to be measured at amortised cost (previously measured as loans and receivables).

The adoption of NZ IFRS 9 has had no material impact on the Company's financial statements and no material

adjustments are noted on transition.

Under NZ IFRS 9, on initial recognition of a financial asset, the Company needs to assess on a forward looking

basis, the expected credit loss associated with the financial assets carried at amortised cost. At each reporting

date, the credit risk of a financial asset, apart from trade receivables, is assessed to determine whether there

has been a significant increase in the credit risk. During the assessment the Company will consider both

forward looking information and the financial history of counterparties to assess the probability of default or

likelihood that full settlement is not received. Trade receivables will be assessed against the simplified

approach of a lifetime expected loss allowance.

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 statement. There were no material

estimates or assumptions required in the preparation of these financial statements.

Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 24 May 2019.

No party may change these financial statements after their issue.

Page 5 of 14

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KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019


Note 2Investments

Given that the investment portfolio is managed, and performance is evaluated on a fair value basis in

accordance with a documented investment strategy, Kingfish has classified all its investments at fair value

through profit or loss.

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.

Financial assets at fair value through profit or loss comprise of New Zealand listed equity investment assets.

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.

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.

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).

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. If inputs are not based on observable market data, they are categorised as Level 3.

All listed equity investments held by Kingfish are categorised as Level 1. There have been no transfers between

levels of the fair value hierarchy during the year (31 March 2018: none).

There were no financial instruments classified as Level 2 or 3 at 31 March 2019 (31 March 2018: none).

Note 3Other Income20192018

$000$000

GST refund (note 11)0 2,968

Underwriting income0 15

Foreign exchange losses on cash and cash equivalents0 (24)

Total other income0 2,959

Note 4Operating Expenses20192018

$000$000

Management fees (note 11)3,657 3,348

Performance fees (note 11)4,322 2,370

Administration services (note 11)159 159

Directors' fees (note 11)168 126

Custody, accounting and brokerage548 702

Investor relations and communications128 122

NZX fees62 60

Professional fees40 30

Fees paid to the auditor:

Statutory audit and review of financial statements39 38

Other assurance services

1

0 4

Non assurance services

1

2 6

Other operating expenses45 31

Total operating expenses9,170 6,996

1

Other assurance services relate to a share and warrant register audit and non-assurance services relate to

agreed upon procedures performed at the annual meeting and in respect of the performance fee calculation.

No other fees were paid to the auditor during the year (2018: nil).

Page 6 of 14

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KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 5Taxation

Kingfish 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 difference 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.

A deferred tax asset of $7,780,623 at 31 March 2019 (2018: $5,696,419) has not been recognised as the tax

structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This unrecognised

deferred tax asset is reviewed annually.

Taxation expense is determined as follows:20192018

$000$000

Operating profit before tax47,142 36,365

Non-taxable realised gain on investments(24,910)

(20,191)

Non-taxable unrealised gain on investments(24,556)

(12,189)

Imputation credits2,133

2,325

Non-deductible expenditure490

608

Taxable income299 6,918

Tax at 28%84 1,937

Imputation credits(2,133) (2,325)

Deferred tax not recognised2,085 427

Forfeit of foreign tax credits43 0

Total tax expense79 39

Taxation expense comprises:

Current tax79 39

79 39

Current tax balance

Opening balance10 10

Current tax expense (79) (39)

Tax (refund)/paid69 39

Current tax receivable0 10

Imputation credits

The imputation credits available for subsequent reporting periods total $501,366 (2018: $559,757). 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 31 March 2019.

Note 6Shareholders' 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.

Kingfish has 197,889,673 fully paid ordinary shares on issue (2018: 190,935,279). All ordinary shares are

classified as equity, 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.

Page 7 of 14

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KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 6Shareholders' equity (continued)

Buybacks

Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2019, Kingfish had

acquired 395,172 (2018: 2,372,227) 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 were 46,377 shares held as treasury stock at balance date (31 March 2018: 15,000

shares held as treasury stock).

Warrants

On 19 July 2018, 48,368,533 new Kingfish warrants were allotted and quoted on the NZX Main Board on

20 July 2018. One new warrant was issued to all eligible shareholders for every four shares held on record date

(18 July 2018). The warrants are exercisable at $1.37 per warrant, adjusted down for dividends declared

during the period up to the exercise date of 12 July 2019. Warrant holders can elect to exercise some or all of

their warrants on the exercise date subject to a minimum exercise of 200 warrants. The net cost of issuing

the warrants is deducted from share capital.

On 5 May 2017, 29,106,763 warrants were exercised at $1.21 per warrant and the remaining 9,069,890

warrants lapsed.

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 Kingfish board.

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid during

the year comprised:

2019Cents per2018Cents per

$000share$000share

29 Jun 20185,542 2.8929 Jun 20175,211 2.79

28 Sep 20185,798 3.0029 Sep 20175,197 2.77

21 Dec 20185,919 3.0422 Dec 20175,336 2.83

28 Mar 20195,557 2.8329 Mar 20185,471 2.89

22,816 11.7621,215 11.28

Dividend Reinvestment Plan

Kingfish has a dividend reinvestment plan which provides ordinary 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 31 March 2019,

6,509,043 ordinary shares totalling $8,627,664 (2018: 6,328,588 ordinary shares totalling $7,927,506) 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 Kingfish before the next dividend record date.

Performance Fee Reserve

The portion of any performance fee to be paid in ordinary shares is an equity share-based payment and is

recognised at fair value in an equity reserve until the ordinary shares are issued.

See note 11(ii) for further details.

Page 8 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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. Potential ordinary shares

include outstanding warrants.

20192018

$000$000

Basic earnings per share

Profit attributable to owners of the Company

47,063 36,326

Weighted average number of ordinary shares on issue net of treasury stock ('000)

194,119 185,176

Basic earnings per share24.24c19.62c

Diluted earnings per share

Profit attributable to owners of the Company

47,063 36,326

Weighted average number of ordinary shares on issue net of treasury stock ('000)

194,119 185,176

Diluted effect of warrants on issue ('000)2,162

173

Ordinary shares to be issued under performance fee arrangement ('000)1,409 841

197,690 186,190

Diluted earnings per share23.81c19.51c

Note 8Trade and Other Receivables

Trade and other receivables are classified as financial assets at amortised cost 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 trade and other receivables' carrying values are a reasonable approximation of fair value.

20192018

$000$000

Dividends receivable991 1,083

Interest receivable0 1

Unsettled investment sales

1

11,778 99

Related party receivable (note 11)0 3,109

Other receivables41 25

Total trade and other receivables12,810 4,317

1

On 6 March 2019, Kingfish accepted an unconditional and irrevocable takeover offer for the Restaurant Brand

shares subject to a scaled back acceptance ratio. This has been settled on 2 April 2019.

Note 9Trade 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 trade and other payables' carrying values are a reasonable approximation of fair value.

20192018

$000$000

Related party payable (note 11)2,620 1,563

Unsettled investment purchases334 1,542

Other payables and accruals56 109

Total trade and other payables3,010 3,214

Page 9 of 14

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KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 10Cash and Cash Flow Reconciliation

Cash and Cash Equivalents

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash on deposit at

banks and short-term money market deposits.

20192018

$000$000

Cash - New Zealand19,274 10,768

Cash and Cash Equivalents19,274 10,768

Reconciliation of Net Operating Profit after Tax to Net Cash Flows20192018

from Operating Activities$000$000

Net operating profit after tax

47,063 36,326

Items not involving cash flows

Unrealised gains on revaluation of investments

(24,556) (12,654)

(24,556)

(12,654)

Impact of changes in working capital items

(Decrease)/increase in fees and other payables(204) 2,155

(Increase)/decrease in interest, dividends and other receivables(8,493)

773

Change in current tax10 0

(8,687) 2,928

Items relating to investments

Amount paid for purchases of investments(73,140) (91,068)

Amount received from sales of investments92,589 77,999

Return of capital0

80

Realised gains on investments(24,932) (19,841)

Decrease/(increase) in unsettled purchases of investments1,208 (1,422)

Increase/(decrease) in unsettled sales of investments11,679 (4,064)

7,404 (38,316)

Other

Performance fee to be settled by issue of shares2,043 1,118

Increase in share buybacks payable(2) 0

Expenses in relation to prior year's performance fee settled by issue of shares(7) (4)

2,034 1,114

Net cash inflows/(outflows) from operating activities23,258 (10,602)

Note 11Related 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 Kingfish 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 for the first four

months of the financial year. 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 Kingfish 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.

Page 10 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 11Related Party Information (continued)

(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 7%)

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 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 the Manager is required to apply half of the performance fee to

subscribe for shares, issued at a price equal to the audited net asset value per share at balance date.

Ordinary shares issued to the Manager rank equally in all respects with existing ordinary shares in Kingfish.

Performance fees paid to the Manager are recognised as an expense in the Statement of Comprehensive

Income. The portion paid in share capital is an equity-settled share-based payment and is recognised at the

fair value of half of the performance fee expense (excluding GST) as an equity reserve until the ordinary

shares are issued. The component paid in cash is treated in line with a typical operating expense.

At 31 March 2019 the Manager achieved a return in excess of the performance fee hurdle return and the HWM.

For the year ended 31 March 2019, excess returns of $29,492,561 (2018: $16,217,166) were generated and

the net asset value per share before the deduction of a performance fee was $1.58 (2018: $1.45), which

exceeded the HWM after adjustment for capital changes and distributions of $1.31 (2018: $1.25). Accordingly,

the Company has expensed a performance fee of $4,321,567 (2018: $2,370,390) which is made up of

$4,490,242 (including GST) earned by the Manager and $168,675 from a post balance date adjustment. See

note 17 for full details of how the performance fee was settled for the year ended 31 March 2019.

(iii) Administration fee: Fisher Funds provides corporate administration services and a monthly fee is

charged.

Fees earned and payable:20192018

$000$000

Fees paid to the Manager for the year ending 31 March

Management fees3,657 3,348

Performance fees4,322 2,370

Administration services159 159

Total fees paid to the Manager8,138 5,877

Fees payable to the Manager at 31 March

Management fees329 297

Performance fees payable in cash2,278 1,253

Administration services13 13

Total fees payable to the Manager2,620 1,563

Investments by the Manager

The Manager held shares in, and received dividends from, the Company at 31 March 2019 which total 1.81%

of the total shares on issue (2018: 1.42% of the total shares on issue).

Investment transactions with related parties

Off-market transactions between Kingfish 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 31 March

2019 totalled $3,527,455 (2018: $4,009,325) and sales totalled $453,396 (2018: $3,522,356).

GST Refund

Fisher Funds historically charged Kingfish GST at the standard GST rate on the provision of investment

services. In 2017 the Inland Revenue Department ("IRD") confirmed that the lower GST fund manager rate

of 1.5% could be charged to Kingfish (and this rate has been applied since 1 August 2017).

Fisher Funds received $3,108,799 being a refund of overcharged GST of $2,925,926 plus use of money

interest ("UOMI") of $182,873 on the provision of investment services to Kingfish for the eight year period from

1 August 2009 to 31 July 2017. On receipt in early April 2018, Fisher Funds passed the refund and UOMI to

Kingfish.

Page 11 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 11Related Party Information (continued)

GST Refund (continued)

In the 2018 Statement of Comprehensive Income, the portion of the GST refund relating to historical years of

$2,785,172 and UOMI of $182,873, which totalled $2,968,045, was recognised as other income, with the

balance of $140,754 relating to the 2018 year recognised as a reduction in management fee expense. The

GST refund and UOMI was excluded from the 2018 performance fee calculation as it was not generated by

investment activity.

Directors

The directors of Kingfish are the only key management personnel and they earn a fee for their services. The

directors' fee pool increased from $125,000 to $157,500 (plus GST if any) per annum on 1 July 2018. The

amount paid to directors is disclosed in note 4 under directors' fees (all four independent directors earn

a director's fee).

Note 12Financial 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.

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 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. The following

companies individually comprise more than 10% of Kingfish’s total assets at 31 March:

20192018

Fisher and Paykel Healthcare Corporation Ltd15%12%

The A2 Milk Company Limited15%8%

Mainfreight Ltd12%12%

Interest Rate Risk

Interest rate risk is the risk of movements in local interest rates. The Company is therefore exposed to the

risk of gains or losses or changes in interest income from movements in local interest rates. There is no

hedge against the risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were no

borrowings at 31 March 2019 (2018: nil).

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 generally holds assets denominated in New Zealand dollars

and is therefore not directly exposed to currency risk. The portfolio companies that Kingfish invests in may be

affected by currency risk that may impact on the market value of the underlying portfolio company.

Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders' equity to reasonably

possible changes in the carrying value of financial instruments to market risk exposure at 31 March as follows:

Page 12 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 12Financial Risk Management (Continued)

Currency Risk (continued)

20192018

$000$000

Price risk

1

Investments at fair value through profit or loss (listed)Carrying value281,547 264,395

Impact of a 10% change in market prices: +/-

28,155 26,440

Interest rate risk

2

Cash and cash equivalentsCarrying value19,274 10,768

Impact of a 1% change in interest rates: +/-

193 108

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 historical volatility. 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.

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.

The Company measures credit risk and expected credit losses using probability of default, exposure at default

and loss given default. Management considers both historical analysis and forward looking information in

determining any expected credit loss. At 31 March 2019 and 31 March 2018, all other receivables, and cash

are held with counterparties with a credit rating of S&P A-1+ or equivalent and are normally settled within three

business days. Management considers the probability of default to be close to zero as the counterparties have

a strong capacity to meet their contractual obligations in the near term. As a result, no loss allowance has been

recognised based on 12 month expected credit losses as any such impairment would be wholly insignificant to

the Company.

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. Dividends receivable

are due from listed New Zealand companies and are normally settled within a month after the Ex-Dividend

date. The Company has cash with banks registered in New Zealand 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.

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 31 March 2019 (2018: nil).

Note 13Capital 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 make

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 June 2009, the Company continues to pay 2% of average

net asset value each quarter.

Page 13 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Note 14Net Asset Value

The audited net asset value of Kingfish as at 31 March 2019 was $1.57 per share (2018: $1.45)

calculated as the net assets of $310,621,130 divided by the number of shares on issue of 197,889,673

(2018: net assets of $276,275,597 and shares on issue of 190,935,279).

Note 15Commitments and Contingent Liabilities

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2019 (2018: nil).

Note 16Financial Reporting by Segments

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There is no

further division of the Company or internal segment reporting used by the Directors when making strategic,

investment or resource allocation decisions.

There has been no change to the operating segments during the year.

Note 17Subsequent Events

(i) In accordance with the terms of the Management Agreement, Kingfish settled the performance fee due

to Fisher Funds of $4,490,242 relating to the year ended 31 March 2019 on 30 April 2019 as follows:

1. Fisher Funds used half of the performance fee (excluding GST) to subscribe for Kingfish ordinary

shares at the audited 31 March 2019 net asset value per share of $1.57 (rounded to two decimal places).

Accordingly, Kingfish issued 1,409,150 ordinary shares totalling $2,211,942;

2. The balance of $2,278,300 (including GST) was paid in cash to Fisher Funds.

(ii) A post balance date adjustment of $168,675 was made to reduce the cost of the performance fee,

to recognise the difference between audited 31 March 2019 net asset value per share ($1.57) and

the share price on 30 April 2019 when the performance fee was paid to Fisher Funds ($1.45); and

(iii) The Board declared a dividend of 3.07 cents per share on 20 May 2019. The record date for this dividend

is 13 June 2019 with a payment date of 27 June 2019.

On 29 March 2019, the Company announced a change in the performance fee structure. The Board

negotiated a 33% reduction to the performance fee earn rate (above the performance hurdle) from 15% to

10% together with the introduction of a cap (1.25%) on the total performance fee amount in conjunction with

moving to payment of any performance fee 100% in cash rather than 50% cash and 50% shares. The

changes take effect from 1 April 2019.

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 Kingfish Limited

Kingfish Limited’s financial statements comprise:

 the statement of financial position as at 31 March 2019;

 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 Kingfish Limited (the Company), present fairly, in all

material respects, the financial position of the Company as at 31 March 2019, 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 an additional service for the Company in the area of agreed upon procedures in

relation to the performance fee calculation. The provision of this service 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: $1,553,000, which represents approximately 0.5% of the

net assets. We used this benchmark because, in our view the objective of the

Company is to provide investors with a total return on the assets, taking

account of both capital and income returns.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during our audit above $150,000, 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 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, type

of investments held by the Company, the use of the 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

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 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 at fair

value through profit or loss

Investments at fair value through profit or loss

(the investments) are valued at $281.5 million

and represent 90% 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 an

area where significant audit effort was

directed.

As at 31 March 2019, all investments are in

companies that were listed on the NZX Main

Board and were actively traded with readily

available, quoted market prices.

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 recorded owner of all the

investments.

We obtained copies of and assessed the

Administrator’s and Custodian’s Internal Controls

Reports for Custody, Investment Accounting and

Registry services for the periods ended 30 September

2018 and 31 March 2019.

We agreed the price for all investments held at 31

March 2019 to independent third party pricing

sources.

From the procedures performed, we have no matters

to report.

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


24 May 2019

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