Pinnacle Investment Management Group
Annual Report 2019

Plain-text annual report

Annual Report 2019 Financial Calendar Final dividend record date 20 September 2019 Final dividend payment date 4 October 2019 Annual General Meeting 31 October 2019 Interim Results announcement 21 February 2020 Full Year Results announcement 5 August 2020 The Company reserves the right to change these dates. Annual General Meeting The 2019 Annual General Meeting will be held at 9am on 31 October 2019 at Pinnacle’s Sydney office at Level 35, 60 Margaret Street, Sydney NSW 2000. Notice of the Annual General Meeting will be forwarded to all shareholders separately. Corporate Governance The corporate governance statement for PNI can be found at https://www.pinnacleinvestment.com/shareholders-investor-centre/ Annual Report 2019Pinnacle Investment ManagementAnnual Report 2019 Contents 01 Pinnacle Glossary 02 Chair’s Letter 03 Overview, Operating and Financial Report 04 Community 05 Directors’ Profiles 06 Directors’ Report 07 Auditor’s Independence Declaration 08 Financial Statements 09 Directors’ Declaration 10 Independent Auditor’s Report 11 Shareholder Information 12 Corporate Directory F Y 18/19 02 05 08 20 22 26 48 51 101 102 110 113 01 Pinnacle Investment Management01/12 Pinnacle Glossary 02 Annual Report 2019Term Meaning 2018 Annual Report the Group’s annual report for the 2018 financial year. 2018 financial year the period 1 July 2017 to 30 June 2018. 2019 Annual Report this document. 2019 financial year the period 1 July 2018 to 30 June 2019. Affiliates or Pinnacle Affiliates Pinnacle’s thirteen affiliated investment managers, being Antipodes, Firetrail, Hyperion, Longwave, Metrics, Omega, Palisade, Plato, Resolution Capital, Riparian, Solaris, Spheria and Two Trees. Antipodes Antipodes Partners Limited. ASX Principles Auditor Board Board Committees Chair Company the Corporate Governance Principles and Recommendations, 3rd Edition, published by the ASX Corporate Governance Council. PricewaterhouseCoopers. the Board of Directors. the Audit, Compliance and Risk Management Committee and the Remuneration and Nominations Committee. Alan Watson, the Chair of the Board. Pinnacle Investment Management Group Limited. Company Secretary Calvin Kwok, who held the position during the 2019 financial year. Corporations Act Corporations Act 2001 (Cth). Deutsche Australia Directors EOSP Firetrail Deutsche Australia Limited, which held an 18.8% shareholding in the Company at the start of the 2016 financial year. As at the date of this report, Deutsche Australia no longer has any shareholding in the Company. Directors of Pinnacle Investment Management Group Limited. Pinnacle Investment Management Group Employee Option Share Plan. Firetrail Investments Pty Limited. Foundation the Pinnacle Charitable Foundation. FUM funds under management. Group or Pinnacle Group Pinnacle and the entities that it controlled during the 2019 financial year. Hyperion Hyperion Asset Management Limited. Key Management Personnel the individuals identified as such on page 30 of the 2019 Annual Report. LTI Longwave long-term incentives offered to individuals who are staff of the Group. Longwave Capital Partners Pty Limited. Managing Director Ian Macoun, who was appointed as an executive director on 25 August 2016. Metrics or MCP Metrics Credit Partners Pty Limited. New Loans is a reference to the loans more fully described at page 43. 03 Pinnacle Investment Management01 Pinnacle Glossary (continued) Term NPAT NPBT NTA Omega Palisade PIML Meaning net profit after tax. net profit before tax. net tangible assets. Omega Global Investors Pty Limited. Palisade Investment Partners Limited. Pinnacle Investment Management Limited, the principal operating subsidiary of the Group. PIML Acquisition the transaction approved by shareholders on 16 August 2016, pursuant to which the Company acquired the 24.99% equity stake in PIML it did not already own. PIML LTI Scheme the long-term incentive scheme described on page 32 of the 2019 Annual Report. Pinnacle or PNI Pinnacle Investment Management Group Limited. Pinnacle Omnibus Plan the Pinnacle Omnibus Incentive Plan described on page 32 of the 2019 Annual Report. Plato Plato Investment Management Limited. Principal Investments investments made by the Group in listed and unlisted equities and unit trusts on its own behalf. Resolution Capital Resolution Capital Limited. Riparian Riparian Capital Partners Pty Limited. Securities business Sellers Solaris Spheria STI the corporate finance, equity capital markets, institutional sales, research and private wealth management businesses previously owned by the Company and now known as Wilsons Advisory. each of Macoun Superannuation Fund Pty Ltd as trustee for the Macoun Superannuation Fund, Macoun Generation Z Pty Ltd as trustee for the Macoun Generation Z Family Trust, Usinoz Pty Ltd as trustee for the Ihlenfeldt Family Trust, AJF Squared Pty Ltd as trustee for the AJF Squared Family Trust, Andrew Chambers and Fleur Chambers as trustee for the Andrew C Chambers Family Trust, Adrian Whittingham as trustee for the Whittingham Family Trust, Mark Cormack and Melanie Cormack as trustee for the Cormack Family Trust and Dellreid Pty Limited as trustee for the Dell Family Trust. Solaris Investment Management Limited. Spheria Asset Management Pty Limited. short-term incentives. Two Trees Two Trees Investment Management Pty Limited. 04 Annual Report 201902/12 Chair’s Letter Dear Fellow Shareholders At Pinnacle, we are not soothsayers of financial markets. What we are seeking to do on your behalf is develop a business that will continue to prosper in all market conditions, and which, whilst not being immune to a challenging environment, will be increasingly resilient to it, and thus allow shareholders to benefit across the whole cycle. We believe this resilience is enhanced when we increase our diversity of asset classes under management, increase the diversity of sources of funds under management, retain a healthy percentage of funds under management exposed to performance fees, and maintain a robust balance sheet which would assist us to consider opportunities that would be expected to present themselves in challenging market conditions. With this in mind, before commenting on the specific detail of the past year’s results, it may be useful to reflect on the medium-term mission that Pinnacle described to its new shareholders when it became a pure play listed Funds Management Group in 2016, and consider our progress towards those goals over the past three years. In an Investor presentation dated 2 June 2016 (available on our website) it was stated that: • Pinnacle was a multi-affiliate investment management firm with a mission to establish, grow and support a diverse stable of world-class fund managers. • FUM was $19.25 billion as at 30 April 2016. • Pinnacle’s net profit after tax 1HFY16 was $4.7 million. And that Pinnacle’s strategy was to: • Continue to provide high-quality distribution, Responsible Entity and infrastructure services. • Support its affiliated fund managers’ high standards. • Remain focused on investing, to enable continued strong performance and FUM growth. • Grow retail FUM. • Continue to assess third-party distribution and new boutique opportunities. It is for shareholders to judge our progress, but it should be noted that as at 30 June 2019 Pinnacle consisted of 13 Affiliates, offering a wide range of asset classes, with aggregate FUM of $54.3 billion, and FY19 NPAT of $30.5 million. In FY19 shareholders will benefit from 15.4 cents of fully franked ordinary dividends per share, which compares to 3.3 cents of fully franked ordinary dividends per share in FY16, a compound growth rate of 67% pa over the period. Turning to the specifics of the 2019 financial year, Pinnacle continued its strong growth, with FUM, earnings and dividends all growing substantially. Existing Affiliates have grown their FUM (Horizon 1), additional Affiliates and investment strategies have been added (Horizons 2 and 3), and resourcing levels have been prudently expanded to cater for current and future growth, including in new markets. NPAT from continuing operations was $30.5 million (up 32% from the 2018 financial year), which represented basic earnings per share of 18.3 cents, up 28% from the 2018 financial year. Similarly, total fully franked dividends declared for the year rose 33% to 15.4 cents per share. In addition, Pinnacle retained a strong and flexible balance sheet, with cash and principal investments of $51.2 million at the end of the year (up from $31.4 million at 30 June 2018). Aggregate Affiliate revenues grew 41% to $236.8 million. Performance fees represented only 6.5% of Affiliates’ revenues this year. 94% of the Affiliates’ strategies and products that have a track record of at least five years outperformed their benchmarks over the five years to 30 June 2019, although shorter term investment performances were more mixed, ranging from some very strong performances to some weaker performances over shorter time periods. Further details of funds flows can be found within the report itself but, in summary, net funds inflows totalled $6.5 billion, including $2.9 billion of retail net inflows, and overall aggregate Group FUM increased 43% to 05 Pinnacle Investment Management02 Chairman’s Letter (continued) Pinnacle continued its strong growth, with Funds Under Management, earnings and dividends all growing substantially. $54.3 billion at the end of the year (an increase of 25% if the ‘acquired’ FUM is excluded). Retail net inflows included $1 billion raised in LICs/LITs during the year. Early in the financial year (in late July 2018) the acquisitions of a 35% interest in Metrics Credit Partners, and 40% of Omega Global Investors were completed. Metrics in particular has had a busy and successful year, having grown FUM by 50% to $3.8 billion, including raising $845 million in LIT funds, launched several new products (the MCP Credit Trust, MCP Income Opportunities Trust (ASX: MOT), MCP Wholesale Investment Trust and the MCP Wholesale Income Opportunities Trust), and deployed significant growth capital. Currently all Metrics funds have outperformed their benchmarks over all time periods. Metrics will be expanding into new distribution channels in the coming year (launching an unlisted retail managed fund for the ‘intermediated retail / platform market’ and creating an offshore fund for international institutional investors). The market opportunity for non-bank lenders continues to grow as banks face increased regulatory headwinds and the investment appetite for private debt accelerates, both in Australia and offshore. These acquisitions were funded by an institutional placement of new equity in July 2018, raising $60 million, and a $10 million Share Purchase Plan. Whilst we comment in the Overview, Operating and Financial Report on individual Affiliates in detail, it is worth noting that recently established Affiliates, Spheria and Firetrail, have both grown rapidly since inception, with Spheria, a small cap manager, having grown to FUM of $1.2 billion (up 70% during the 2019 financial year) and Firetrail having achieved FUM of $4.4 billion from just $74 million at the beginning of the financial year. All of our longer established Affiliates have also experienced FUM growth during the year, assisted by equities markets, both domestic and global, which finished the year significantly higher than they began the year, notwithstanding the substantial drop during the September – December 2018 period. Firetrail and Spheria were both profitable during the year and now pay Pinnacle for the Pinnacle services of which they avail themselves. There has been substantial media comment this year on challenges confronting Australian institutional fund managers, driven by continuing amalgamations of large 06 Australian superannuation funds, the ‘insourcing’ of funds management functions by some of those funds, some increased adoption of index funds, and ongoing pressure for reductions in the fees paid to fund managers. Indeed, during the 2019 financial year a number of Australian fund managers have ‘closed their doors’, with these trends partly blamed for the failure of some of those firms. It is reasonable for shareholders to ask whether these represent serious problems for Pinnacle and Pinnacle Affiliates. Whilst these trends do impact us to some degree, we believe it is important that shareholders see these in perspective and recognise that their impact on Pinnacle is likely to be modest over the foreseeable future. That is not to say that we are complacent or oblivious to them – on the contrary, we have for some years been vigilant in relation to them, and we continue to be very keen observers of (indeed, participants in) those markets, and our strategies have been designed with these trends in mind. Pinnacle will continue to evolve both in response to and in anticipation of these market developments, and we would note: • We have a very diversified client base (78 institutional separate account clients, 95 institutional separate accounts across our Affiliates). • Retail FUM continues to grow, both in absolute terms and as a proportion of our total FUM. • Given the strong growth in FUM in our industry (especially large superannuation funds) it is not unreasonable, and very manageable, that basis point fees may trend lower – however, aggregate fees continue to grow with growing FUM. • Our Affiliates restrict capacity wherever appropriate, and consequently are better placed to receive higher fees in capacity-constrained strategies. • Large superannuation funds continue to be willing to pay substantial fees for investment strategies and managers that produce attractive investment performance. • Performance fees can often be a ‘win-win’ and provide attractive economics for our strongly performing managers. • We continue to diversify our asset class offerings. • We are diversifying the markets into which we are offering our investment strategies. Annual Report 2019Although our institutional client base is diversified, and whilst we have consistently stated that net inflows from the institutional market are very lumpy, our FY19 aggregate Affiliates institutional sales were not as strong as we might have expected at the beginning of the year. The reality is that in any given year a subset of our Affiliates accounts for the majority of our overall net inflows – this year it was Firetrail and Antipodes; last year it was Resolution Capital, Solaris and Antipodes. Encouragingly, we enter the new financial year with a substantial pipeline of institutional sales prospects. For one reason or another several large mandates, that we had expected to receive during the 2019 financial year, have been delayed and are now anticipated in the new financial year. We have entered the 2020 financial year as a substantially larger and more profitable company than when we commenced the 2019 financial year. As I mentioned above, equities markets fell substantially during the four-month period to 31 December 2018 (the S&P/ASX 300 index was down 10.8% and the MSCI World index was down 12.9% over that period), although those markets did recover strongly by year-end (in fact, over the full year to 30 June 2019, the S&P/ASX 300 index was up 6.8% and the MSCI World index was up 3.6%). As I indicated in my Chair’s letter last year, whilst it is evident that we would not be immune to a severe deterioration in market conditions, we recognise that our defence against such an event is to work with our Affiliates to create the best conditions within them, where exceptional investment professionals can deliver outstanding investment performance. Also helpful in this regard is the fact that now approximately 30% of all Affiliate FUM has the potential to earn performance fees, with none of those performance fees dependent on the performance of the market (they are all based on performance relative to benchmarks). In addition, we will strive to continue to achieve strong net fund inflows in both the retail and the institutional markets in Australia, as well as continuing to further develop our early distribution efforts in offshore markets. As we have consistently stated, we will continue to invest in activities which we believe will bring substantial benefits over the medium term, whilst recognising that such investment may constrain our profits to some degree in the short term. In addition, we will remain vigilant to potential opportunities that may arise, including potentially as a result of changes in the funds management industries, both domestically (for example, as a result of Royal Commission fallout) and internationally (for example, as a result of Brexit, trade tensions and other disruptive forces). We will nevertheless continue to adhere to our ‘high hurdle’ criteria in evaluating Horizon 3 opportunities. Pinnacle continues to hold fundamental, that in order to deliver excellent investment performance for our clients, we must retain the best people, within both the Affiliates and our Company. These people have elected to work within our business model and culture, which we believe will continue to deliver long-term benefits both for shareholders and for investors in our funds. Given the recruitment and advancement of a substantial number of new executives during the past couple of years, the Board, and shareholders, approved a new set of LTI arrangements during the year to ensure that the interests of our executive group are directly aligned with external, long-term shareholders through common long-term equity ownership. The Board thanks all of the respective teams for their commitment to the business and the success that they have achieved to date and remains determined to sustain the environment that will allow the continuation of that success. Finally, I would like to thank you, our shareholders, for the continued support that you have shown to us throughout the year, including in the equity capital raisings undertaken early in the financial year just completed. We have entered the 2020 financial year as a substantially larger and more profitable company than when we commenced the 2019 financial year. We look forward to welcoming you to the Company’s Annual General Meeting, which will be held in Sydney on 31 October 2019. Yours sincerely Alan Watson 6 August 2019 07 Pinnacle Investment Management 03/12 Overview, Operating and Financial Report 08 Annual Report 2019The principal activities of the Group during the 2019 financial year were: • developing and operating investment management businesses; and • providing distribution services, business support and responsible entity services to the Pinnacle Affiliates. The diagram below shows the Pinnacle Affiliates and Pinnacle’s ownership stake in each as at the date of this report: Nature of operations and principal activities Pinnacle is a leading Australia-based multi-affiliate investment management firm. Our mission is to establish, grow and support a diverse stable of world-class investment management firms. Established in its current form in 2006, Pinnacle currently consists of 13 investment Affiliates. At 30 June 2019, the Pinnacle Affiliates collectively managed approximately $54.3 billion in assets across a diverse range of asset classes. Pinnacle provides its Affiliates with: • equity, seed capital and working capital; • superior distribution services, business support and responsible entity services to allow investment managers to focus on delivering investment outperformance; and • independence, including separate management reporting structures and boards of directors, whilst still offering the economies of scale and financial support inherent in being part of a larger investment group. 4 4 . 0 % % 5 . 3 2 % 3.5 2 4 0.0 % 40.0% 0 . 0 % 4 9 .9 % 4 4 0 . 0 % 35.0% 43.5 % 4 0 . 0 % % 1 . 3 4 3 6 . 0 % Note: In respect of Omega, Firetrail, Longwave and Spheria, the percentage represents Pinnacle’s total shareholding in the Affiliate. Pinnacle currently holds (or will hold) less than 1% of the voting shares in the Affiliate. However, it has full economic rights in respect of its holding. 09 Pinnacle Investment Management 03 Overview, Operating and Financial Report (continued) Key financial highlights During the 2019 financial year, the Group held shareholdings (through its principal operating subsidiary, PIML) of between 23.5% and 49.9% in each of the Pinnacle Affiliates, which together have $54.3 billion in FUM as at 30 June 2019. In the 2019 financial year: • Pinnacle Affiliates generated aggregate revenues of $236.8 million, up 40.6%. Of this, $15.3 million was performance fees. • Pinnacle generated NPAT from continuing operations attributable to shareholders of $30.5 million, up 32.0% from $23.1 million in the prior year. • Pinnacle’s share of NPAT from Pinnacle Affiliates was $33.1 million, up 32.9% on the prior year. The table below outlines the performance of the Pinnacle Group for the 2019 and 2018 financial years: Pinnacle Affiliates (100% aggregate basis) FY2019 ($m) FY2018 ($m) FUM ($billion)* Revenue ($million) Net profit before tax Tax expense Net profit after tax Pinnacle Revenue Expenses Share of Pinnacle Affiliates net profit after tax NPBT from continuing operations attributable to shareholders Taxation NPAT from continuing operations attributable to shareholders Discontinued operations Total profit attributable to shareholders Earnings per share: From continuing operations Total attributable to shareholders *Non-statutory measure 54.3 236.8 123.1 (34.0) 89.1 21.1 (23.7) 33.1 30.5 - 30.5 0.0 30.5 18.3 18.3 38.0 168.4 88.9 (27.3) 61.6 16.5 (18.3) 24.9 23.1 - 23.1 0.3 23.4 14.3 14.5 $236.8 million Affiliate revenues NPAT of $30.5 million $54.3 billion in FUM 18.3c earnings per share 9.3c fully franked final dividend 10 Annual Report 2019 Pinnacle Affiliates – FUM Growth1 % 0 0 1 t a – ) n b $ ( M U F 60 55 50 45 40 35 30 25 20 15 10 5 0 54.3 38.0 26.5 19.8 16.1 10.3 10.0 10.9 12.3 7.9 3.5 4.4 1.7 Jun07 Jun08 Jun09 Jun10 Jun11 Jun12 Jun13 Jun14 Jun15 Jun16 Jun17 Jun18 Jun19 Pinnacle Affiliates – Revenue Growth2 250,000,000 Affilliate performance fees – 100% 200,000,000 Affilliate revenues – 100% (excl. performance fees) ) s n o i l l i m % ( e u n e v e R 150,000,000 100,000,000 50,000,000 0 Jun07 Jun08 Jun09 Jun10 Jun11 Jun12 Jun13 Jun14 Jun15 Jun16 Jun17 Jun18 Jun19 1 Pinnacle FUM includes 100% of FUM managed by Pinnacle Affiliates. 2 Revenue shown is 100% of all Pinnacle Affiliates’ revenue. This is shown to indicate trend and excludes revenue derived by Pinnacle itself. 11 Pinnacle Investment Management 03 Overview, Operating and Financial Report (continued) Pinnacle’s focus during the year was on continuing to support each of the Pinnacle Affiliates and assisting them to grow their business and profitability. 12 Annual Report 2019Pinnacle Affiliates Once again, Pinnacle focused strongly on continuing to support each of the Pinnacle Affiliates and assisting them to grow their business and profitability. To enable this, Pinnacle’s resourcing was increased significantly during the year both in distribution and in infrastructure services. The quality of the Pinnacle Affiliates was again affirmed and demonstrated during the year. Following is an overview of each of the Pinnacle Affiliates during the 2019 financial year: Antipodes Partners Antipodes Partners is a pragmatic value manager of global equities (long and long-short) founded in 2015 by Jacob Mitchell, former Deputy Chief Investment Officer of Platinum Asset Management, together with a number of former colleagues and like-minded value investors. Antipodes aspires to grow client wealth over the long term by generating absolute returns in excess of the benchmark at below market levels of risk. Antipodes’ approach seeks to take advantage of the market’s tendency for irrational extrapolation around change, identify great businesses that are not valued as such and build high conviction portfolios with a capital preservation focus. Antipodes continued to experience strong inflows in the 2019 financial year. During the year, Antipodes established NZ-based portfolio investment entity (PIE) funds, additional investment vehicles in the Cayman Islands and Ireland and Antipodes Global Shares (Quoted Managed Fund) (ASX: AGX1), an active ETF quoted on the Australian Securities Exchange, to provide further access channels for onshore and offshore investors. As at 30 June 2019 Antipodes had $9.1 billion in funds under management. Firetrail Investments Firetrail is an investment management boutique founded in 2018. The firm was established with a goal to align its people with their clients. Importantly, the firm is majority owned by its investment staff and the team is invested alongside their clients in the investment strategies. While founded in 2018, the Firetrail staff have a long successful track record of investing in equities. Prior to establishing Firetrail, the portfolio management team including Patrick Hodgens, Blake Henricks and James Miller worked together at Macquarie for over a decade. The team were responsible for managing the highly successful Macquarie High Conviction Fund, which was one of the top- performing Australian equity funds over the medium and long term. The Firetrail Australian High Conviction Fund and the Firetrail Absolute Return Fund have been running since 14 March 2018. Firetrail has experienced strong early inflows. As at 30 June 2019 funds under management were $4.4 billion. Hyperion Asset Management Hyperion Asset Management exists to help clients protect and grow their capital over the long term. When investing capital in listed companies on its clients’ behalf, Hyperion has the mindset of long-term business owners, not short-term traders. The average holding period for the companies in their portfolios is 10 years and long-term sustainability of the businesses Hyperion invests in is core to its philosophy. The Hyperion Global Growth Companies Strategy was established in 2014 for wholesale investors. Based on the strong performance record of the strategy, it was opened to retail investors during the 2019 financial year. As at 30 June 2019, the fund has outperformed its benchmark by 9.7% (since inception, gross of fees). Hyperion’s total funds under management at 30 June 2019 were $6.6 billion. 13 Pinnacle Investment Management03 Overview, Operating and Financial Report (continued) Longwave Capital Partners Longwave is a boutique investment manager that is dedicated to delivering superior, long-term results through the innovative combination of technology, experience and insight. David Wanis and Jai Beathe are the founders of Longwave. Together, they have a long history of designing, building and managing highly successful investment strategies. From pioneering the Schroders Australia small and micro-cap strategies to running global multi-asset portfolios they have worked with a broad range of institutional, retail, charitable and sovereign wealth fund clients. The Longwave Australian Small Companies Fund, Longwave’s active and diversified portfolio of high-quality small companies that has been built through the combination of quantitative discipline and fundamental insight, launched on 1 February 2019. Metrics Metrics is a leading Australian non-bank corporate lender and alternative asset manager specialising in fixed income, private credit, equity and capital markets. Through its managed funds Metrics provides unrivalled access to the highly attractive Australian private debt market to investors ranging from individuals to global institutions. Metrics launched its first wholesale fund in 2013 and is the manager of a number of wholesale investment trusts in addition to the MCP Master Income Trust (ASX: MXT), which successfully listed on the ASX in October 2017. Metrics’ second ASX-listed vehicle, MCP Income Opportunities Trust (ASX: MOT), started trading in April 2019. Pinnacle acquired an equity interest in Metrics in August 2018, having been its distribution partner for a number of years. Assets under management at 30 June 2019 were $4.6 billion, of which FUM was $3.8 billion. Omega Global Investors Omega’s “Smart Beta Plus” approach optimises exposures to factors that are researched to be return drivers while controlling common risk, thereby ensuring investors are appropriately rewarded. Omega believes the benefits derived from Smart Beta Plus are compelling, providing the opportunity for investors to improve investment outcomes via a low-cost and systematic approach. Omega offers smart beta, factor-based investing across bonds, equities, FX and cash. Pinnacle acquired an equity interest in Omega in July 2018. As at 30 June 2019 Omega had FUM of $4.3 billion. Palisade Investment Partners Palisade provides institutional investors with access to Australian infrastructure projects through tailored portfolios and co-mingled funds. Palisade’s multi- disciplinary and experienced team focuses on attractive mid-market assets that are essential to the efficient functioning of the communities and economies they serve. Palisade manages investments in assets within the Transport, Energy, Utilities, Renewables, Agri-infrastructure, and Social (PPP) sectors. Each asset is specifically targeted in sectors where Palisade believes it can exhibit a competitive advantage. As at 30 June 2019, funds under management and investor commitments totalled approximately $2.9 billion across Palisade’s three pooled funds and separately managed accounts. Palisade’s flagship fund, Palisade’s Diversified Infrastructure Fund, generated a gross return of 10.5% for the year, including 7.7% yield. 14 Annual Report 2019Plato Investment Management Plato was founded in Sydney, Australia, in 2006 and is majority owned and operated by its investment staff. Plato is a stable, research-led organisation focused on and aligned to client outcomes. The firm’s strategies today encompass global and Australian equities that are tailored to specific investor objectives of wealth accumulation, income generation and downside protection. In a difficult year for active management in Australia, Plato’s tax-exempt and income strategies performed strongly, whilst its core and enhanced strategies slightly underperformed. With record low interest rates, Plato is seeing increased demand for its Australian shares income strategy now that the proposed reform to franking credit refunds is no longer being considered by the federal government. Resolution Capital Resolution Capital is a specialist global real estate securities manager with a successful long-term investment track record. The firm was established in 2004 and is headquartered in Sydney, Australia and maintains an office in New York. The firm is a value-orientated investment manager with the objective of delivering superior risk adjusted long-term returns, compared with recognised industry benchmarks. This is achieved through investment in a concentrated portfolio of carefully selected listed real estate securities with an emphasis on avoiding fundamental flaws which could reasonably result in permanent impairment of the underlying investments. The firm continues to grow its investment and operational capabilities. During the year the firm launched a Collective Investment Trust for US-domiciled ERISA qualified pension plans and continues to diversify its client base and grow its funds sourced from international markets. Funds under management were $8.3 billion as at 30 June 2019. Riparian Capital Partners Riparian is a specialist water, agriculture and food investment firm, established in early 2019 with the specific purpose of identifying, acquiring and managing investments across the agricultural sector. Riparian’s investment team has extensive experience in agriculture, finance and asset management, predominantly in Australia but also covering the United States and Asia-Pacific. The team has proven its ability to identify key areas for operational efficiency, expansion and redevelopment of assets while driving value through active management of water portfolios and exposures. 15 Pinnacle Investment Management03 Overview, Operating and Financial Report (continued) Solaris Investment Management Solaris is a style neutral, Australian equities fund manager. The Solaris team consists of a diverse and experienced group of investment professionals. Solaris analysts are empowered as portfolio managers, making them fully accountable for their investment ideas and decisions. Solaris’ tried and tested investment process offers Core, High Alpha and Long Short strategies with after-tax investment as a specialty. Solaris had $9.1 billion in funds under management as at 30 June 2019 with incremental funds coming from new and existing clients and investment performance. Solaris’ core strategy has outperformed the S&P/ASX 200 Index by 2.0% per annum since inception on 9 January 2008 (to 30 June 2019). The information ratio for the strategy is notably strong over 3 years, 5 years and since inception. Launched in the 2017 financial year, investors in the Solaris Australian Equity Long Short Fund have benefited from strong investment performance since inception of 19.9% per annum against the S&P/ASX 200 Index returning 11.3% per annum over the same period. Spheria Asset Management Spheria is a fundamental-based investment manager specialising in small and microcap companies. Spheria specifically seeks out businesses where the present value of future free cash flows can be reasonably ascertained and the underlying security is trading at a discount to its intrinsic value. Spheria’s mission is to achieve strong investment performance for its clients with an emphasis on risk management. At 30 June 2019 Spheria had $1.2 billion in funds under management. Two Trees Investment Management Two Trees is an investment management firm that specialises in systematic global macro investing. Two Trees’ mission is to help institutions, advisers, and individuals around the world grow their long-term wealth and attain genuine portfolio diversity for when they need it most. Two Trees’ competitive edge is in fusing together a deep philosophical understanding of financial economics with rigorous scientific techniques for forecasting returns, risk, and volatility, and the way in which they change through time. Two Trees’ Global Macro strategy is available through Australian and Cayman Islands domiciled vehicles, with a UCITS fund due to launch imminently. Funds under management at 30 June 2019 were $245 million. 16 Annual Report 2019Business strategies and prospects for future financial years We continue to build Pinnacle by taking a measured approach to growth. We are focusing on supporting the growth of our current Affiliates with increased investment in distribution channels (for example, in international and listed markets) and infrastructure. We will also continue to invest in and seed new Affiliates where management teams have a strong track record and growth potential. Economic conditions and material business risks The material business risks facing the Group are equity market conditions and regulatory risk. Equity market conditions The Group’s results and outlook are influenced by prevailing equity market conditions and, to a lesser extent, by broader economic trends and investor sentiment. There was considerable turbulence in domestic and global equity markets during the 2019 financial year, with sharp declines in the last quarter of calendar year 2018 reversing equally sharply in the first quarter of calendar year 2019. The S&P/ASX 300 closed the year at close to its pre-GFC high. Despite the strong end to the financial year, the market declines during the first half did impact management fee revenues within our Affiliates. There remain numerous global and domestic risks, with the prospect of escalating trade tensions threatening to impact on global growth prospects. Whilst it is evident that we would not be immune to a severe deterioration in market conditions, we recognise that our defence against such an event is to work with our Affiliates to create the best conditions within them where exceptional investment professionals can deliver outstanding investment performance. Also helpful in this regard is the fact that approximately 30% of all Affiliate FUM has the potential to earn performance fees, with none of those performance fees dependent on the performance of the market (they are all based on performance relative to benchmarks). Whilst the past year has presented challenges for short- term returns, importantly, long-term performance remains excellent across all Affiliates. Regulatory risk The Group operates within a highly regulated environment. The Group remains vigilant in regards to regulatory requirements which are continually evolving and, in response, Pinnacle will continue to develop its business model to accommodate the changing environment within which it operates. We continue to invest in our Risk and Compliance function. Review of Group Results Group net profit after tax from continuing operations attributable to shareholders for the 2019 financial year is $30.5 million. Total profit attributable to shareholders is also $30.5 million with discontinued operations now all but concluded. • The Group delivered a $30.5 million net profit from continuing operations attributable to shareholders for the 2019 financial year, a 32.0% improvement. This was underpinned by a 32.9% increase to $33.1 million in Pinnacle’s share of net profits from the Pinnacle Affiliates. FUM increased by 42.9% to $54.3 billion in the 2019 financial year, which includes $6.8 billion ‘acquired’ in the Metrics and Omega transactions in July 2018. • Group net tangible assets have increased by 80.5% to $177.1 million with earnings per share of 18.3 cents up 28.0% from 14.3 cents from continuing operations. • The Board has declared a fully franked final dividend of 9.3 cents per share payable on 4 October 2019. Statement of Comprehensive Income The following commentary provides an analysis of revenues and expenses for the 2019 financial year for continuing operations in comparison to the prior comparative period. During the 2019 financial year, the Group’s revenues and expenses were derived from Pinnacle and its controlled entities, which excludes the revenues and expenses of the Pinnacle Affiliates, the effect of which is reflected through Pinnacle’s share of the equity accounted net profits. Revenue from Continuing Operations Revenue from continuing operations increased $4.6 million to $21.1 million, from $16.5 million in the prior period. Further information regarding revenues are provided below and at note 1 of the financial statements. Gains/(losses) on financial assets at fair value through profit or loss This reflects the mark-to-market gains or losses on the Group’s Principal Investments. During the year to 30 June 2019, the Group gained a net $2.7 million on its Principal Investments, on a ‘marked to market’ basis. Expenses from Continuing Operations During FY19, the Group has invested significantly to support future growth. Employee benefits expense increased $4.2 million to $12.4 million, mainly through increased headcount. Pinnacle invested in additional distribution and infrastructure staff to support existing Affiliates, and in preparation for future growth. 17 Pinnacle Investment Management03 Overview, Operating and Financial Report (continued) the provision of seed and foundation FUM for strategies managed by our Affiliates. Of the $24.5 million, $23.2 million is held in strategies managed by Pinnacle Affiliates. The Group has partially hedged its exposure to movements in the underlying indices. Assets held at amortised cost increased by $0.2 million to $2.2 million at year end. This balance includes loans to entities under joint control. Further information is provided at note 9 of the financial statements. Investments accounted for using the equity method reflects the carrying value of Pinnacle’s investments in the Pinnacle Affiliates. This increased by $57.7 million during the period to $113.4 million. The change is attributable to the equity accounted profits of $33.1 million from Pinnacle Affiliates, less the dividends received from the Pinnacle Affiliates of $27.0 million, plus additional net capital contributed to the Pinnacle Affiliates during the year of $51.3 million (including the $48 million deployed in the Metrics and Omega transactions), plus impairment reversals of $0.3 million. Further information is provided at note 21 of the financial statements. Trade and other payables increased by $2.6 million to $8.5 million, which relates directly to higher costs in Pinnacle. Further information is provided at note 12 of the financial statements. Provisions. The value of current and non-current provisions increased by $0.3 million compared with the prior year, which relates directly to the increase in staff costs. Further information is provided at note 13 of the financial statements. Share of net profit of jointly controlled entities Share of net profit of jointly controlled entities accounted for using the equity method relates to the Group’s share of the profits of the Pinnacle Affiliates which are equity accounted. Pinnacle’s share of the net profits after tax from Pinnacle Affiliates is up 32.9% or $8.2 million on the prior comparative period. Pinnacle Affiliates’ FUM, which underpins the share of Pinnacle Affiliates’ profits, increased by 42.9% to $54.3 billion in the 2019 financial year, which includes $6.8 billion ‘acquired’ in the Metrics and Omega transactions in July 2018. Underlying base management fees within the Pinnacle Affiliates also increased 46.4% on the prior comparative period. Further information is provided in note 21 to the financial statements. Discontinued Operations Discontinued operations contributed a $0.04 million increase to NPAT. This represents the gain on the balance received from the Securities business for use of the deferred tax asset transferred on separation. This balance was recognised within other comprehensive income in the prior comparative period and was reclassified to form part of retained earnings at 1 July 2018 on adoption of AASB 9. The gain on the receipt of the funds during the current financial year was recognised in the statement of comprehensive income. There are no further payments due from the Securities business in relation to this item. Consolidated Statement of Financial Position The following commentary provides an analysis of assets and liabilities for the 2019 financial year for continuing operations. Cash. Cash and cash equivalents increased by $17.4 million to $26.7 million at year-end compared to $9.3 million at the end of the prior year. Cash inflows from operating activities were $20.9 million, which included dividends received from Affiliates of $27.0 million, compared with $17.7 million in the prior year. Further information is provided at notes 6 and 23. The Group also completed a successful capital raising in July 2018, raising a net $67.5m. $48m was deployed in the Metrics and Omega transactions, with a further $6.9m deployed to other Affiliates in accordance with Pinnacle’s commitments under various shareholders’ agreements in place. Trade and other receivables. The value of trade and other receivables increased by $5.5 million during the year largely due to an increase in income receivable, which relates directly to higher revenues in Pinnacle. Further information is provided at note 7 of the financial statements. Financial assets at fair value through profit or loss were $24.5 million, an increase of $2.2 million on the prior period. During the year, Pinnacle has continued to support its Affiliates in both equity recycling and through 18 Annual Report 201919 Pinnacle Investment Management04/12 Community 20 Annual Report 2019Pinnacle is passionate about enabling better lives through investment excellence. This belief is reflected through Pinnacle’s strong commitment – together with the Affiliates – towards partnering with the Pinnacle Charitable Foundation to drive positive, long-term social change. For the 2019 financial year, Pinnacle made cash contributions of $311,000 (FY18: $225,000) to the Foundation, with the Pinnacle Affiliates contributing a further $110,000 to Foundation projects in collaboration (FY18: $66,000). Pinnacle Charitable Foundation The Foundation operates as an independent public ancillary fund (PuAF), with a vision to help build a compassionate, creative and clever Australia. To achieve this, the Foundation and its forerunners have for 30 years maintained a commitment to actively grow the capacity and sustainability of inspiring Australian not-for-profit (NFP) organisations. In every partnership, the Foundation’s aim has been to facilitate the delivery of solutions which can be analysed and assessed, strengthened and scaled. As an early stage backer that frequently offers seed funding to encourage trials and incubate new projects, the Foundation has often been able to invest in the future of young, passionate charities as they seek to make a real difference within their communities. With the financial backing of Pinnacle and access to extensive pro bono services across investment management, portfolio reporting, finance and IT, the Foundation operates with low overheads and high impact. Its investment strategy aims to provide reasonable capital protection whilst driving growth over the longer term, with investments held in a range of suitable products offered across Affiliates. These include funds offering franking credits, monthly income streams, global exposure and a range of non-equity exposed assets. As part of their broad commitment to the Foundation, all Affiliates rebate management fees associated with its management of investments for the Foundation. This access to expertise, insight and market knowledge creates excellent opportunities for the Foundation to help improve the lives of those who need support – through partnering with professional, well-governed organisations so they can achieve greater results and focus on what matters most to them. Affiliates collaborate with the Foundation to donate directly to eligible NFP organisations which actively demonstrate alignment with the interests of each Affiliate’s employees, clients, investors and business strategies. During the 2019 financial year donations totalling $306,000 were made by the Foundation, increased by a further $110,000 from Affiliates. These funds have supported the ongoing efforts of charity partners working across Australia within the following five designated areas of focus: • promotion of strong mental health awareness and support for prevention / early intervention strategies aimed at reducing mental illness and driving down suicide rates; • support for children from a range of environments who face acute and/or systemic disadvantage; • legal assistance and advocacy for victims of sexual abuse and domestic violence; • development of access to corporate supply chains and procurement initiatives for remote and Indigenous communities; and • capacity building for world-leading medical researchers seeking treatments and cures for children’s genetic diseases. Detailed activities of the Foundation and all current charity partnerships can be found at http://www.pinnacleinvestment.com/foundation Workplace giving During the year, Pinnacle and a number of Affiliates continued to offer employee payroll giving, with donations made through salary sacrifice being matched by employers. Over the financial year this regular, monthly giving resulted in $42,000 being donated to 44 charities. In the month of May, Pinnacle hosted a special appeal in support of the Foundation, offering to give triple the amount of all donations made by employees across the Group via the Workplace Giving platform. A total of $17,600 was generated, taking the program’s total for FY19 to just under $60,000. Collaboration Substantial additional support is provided by Pinnacle and Affiliates through other initiatives, reflecting their strong adherence to broad ESG (environmental, social and governance) principles. In FY19 this included Pinnacle and Plato’s engagement with women studying finance through the provision of scholarships across several leading universities, and Antipodes’ continued provision of pro bono investment services to the Future Generation Global Investment Company Limited (ASX: FGG). Pinnacle also supports and sponsors events together with Affiliates and the wider funds management industry, where there is strategic relevance to Pinnacle’s business operations, interests and values. 21 Pinnacle Investment Management05/12 Directors’ Profiles Alan Watson (Non-executive Independent Chair; member of Remuneration and Nominations Committee) BSc, GAICD. Mr Watson joined the Board on 15 July 2013 and became Chair on 23 October 2015. Mr Watson is a Sydney-based former investment banker with 35 years of experience within various global equity markets. Over this period he established, directed and was responsible for the conduct of securities business both in Europe and Asia advising many companies on capital structuring, initial public offerings, takeovers and mergers and investment relations strategies. Mr Watson has held positions as Managing Director at Barclays de Zoete Wedd Limited, Donaldson, Lufkin & Jenrette Securities Corporation, at Lehman Brothers Holdings Inc and as Head of Securities Europe for Maquarie Capital (Europe) Ltd. Mr Watson is also an Independent Director of Airboss of America, listed on the Toronto Stock Exchange; an Independent Non-Executive Director of Australis Oil and Gas, listed on ASX; and Chair of The Winifred West Schools Foundation. ASX Listed Company Directorships held in last 3 years (current & recent): • Director of Australis Oil & Gas • Director of Aurora Oil and Gas Interests in shares and options • 130,936 ordinary shares 22 Annual Report 2019Ian Macoun (Managing Director) CFA, B Com, MFM, Dip FinSer (FP), FCPA, FAICD Mr Macoun was appointed as Managing Director of the Company on 17 August 2016 and an executive director on 25 August 2016, having been the managing director and chair of Pinnacle since 2006. Mr Macoun’s career to date has included more than 25 years as the CEO and chief investment officer of investment management firms, including the establishment of Australia’s first “multi-boutique” funds management firm (Perennial Investment Partners – founding Managing Director from 1998), building a major new investment corporation (Queensland Investment Corporation; inaugural Chief Executive from 1988), and the management of a major Australian bank’s investment operation (Westpac Investment Management; Managing Director from 1993). Mr Macoun’s early experience, in more than 10 years at Queensland Treasury, included extensive involvement with many major Australian and international financial market participants, and the Queensland Government’s commercial participation in many major industrial development projects during the late 1970s and the 1980s. He was a First Assistant Under Treasurer when he moved to build and lead QIC. Mr Macoun is also a director of the following Pinnacle Affiliates: Antipodes, Hyperion, Metrics, Palisade, Plato, Resolution Capital and Solaris. ASX Listed Company Directorships held in last 3 years (current & recent): • None Interests in shares and options • 27,654,085 ordinary shares in the Company • 375,000 options Deborah Beale AM (Non-executive Independent Director, Chair of Remuneration and Nominations Committee and member of the Audit, Compliance and Risk Management Committee) B Comm, Grad Dip App Fin, MBA Ms Beale began her working career in the finance industry where she was employed by Merrill Lynch for over a decade. She then moved to Ernst & Young where she specialised in risk management, governance and public and government relations. Ms Beale also served and continues to serve on a number of government, public, private and not-for-profit boards. Her broad experience includes the areas of finance, corporate governance, risk management, government and public relations. Ms Beale is also the Chair of Federation Square Pty Ltd, Chair of Hyperion Asset Management Limited, Chair of Hyperion Holdings Limited and a director of Visit Victoria, Victorian Ports Corporation (Melbourne) and The Production Company. ASX Listed Company Directorships held in last 3 years (current & recent): • None Interests in shares and options • 105,668 ordinary shares in the Company 23 Pinnacle Investment Management05 Directors’ Profiles (continued) Lorraine Berends (Non-executive Independent Director and member of Audit, Compliance and Risk Management Committee and Remuneration and Nominations Committee) B Sc, FIAA and FASFA Ms Berends has worked in the financial services industry for over 35 years and possesses extensive experience in both investment management and superannuation. Before moving to a non-executive career in 2014 she worked for 15 years with US-based investment manager Marvin & Palmer Associates. Ms Berends contributed extensively to industry associations throughout her executive career, serving on the boards of the Investment Management Consultants Association (IMCA Australia, now the CIMA Society of Australia) for 13 years (seven as Chair) and the Association of Superannuation Funds Australia (ASFA) for 12 years (three as Chair). Ms Berends has been awarded Life Membership of both IMCA Australia and ASFA. She holds a BSc from Monash University, is a Fellow of the Actuaries Institute and a Fellow of ASFA. Ms Berends is an independent non-executive director of Antipodes Global Investment Company Limited, Plato Income Maximiser Limited, Spheria Emerging Companies Limited and Hearts and Minds Investments Limited (listed investment companies). She is a company appointed director of Qantas Superannuation Limited and a director of MDC Foundation Limited (a not-for-profit company). ASX Listed Company Directorships held in last 3 years (current & recent): • Antipodes Global Investment Company Limited • Plato Income Maximiser Limited • Spheria Emerging Companies Limited • Hearts and Minds Investments Limited Interests in shares and options • 11,944 ordinary shares in the Company Gerard Bradley (Non-executive Independent Director and Chair of the Audit, Compliance and Risk Management Committee and member of the Remuneration and Nominations Committee) B Com, Dip Adv Acc Mr Bradley is Chair of Queensland Treasury Corporation and related companies, having served for 14 years as Under Treasurer and Under Secretary of the Queensland Treasury Department. He has extensive experience in public sector finance in both the Queensland and South Australian Treasury Departments. Mr Bradley has substantial board experience, including 10 years as Chair of QSuper, and a wide range of directorships of major government financial and commercial corporations. Since 2012, he has worked in non-executive director roles in the public and private sectors. Mr Bradley is also a Fellow of the Australian Institute of Company Directors, CPA Australia, Australian Institute of Chartered Accountants and Institute of Managers and Leaders. ASX Listed Company Directorships held in last 3 years (current & recent): • Star Entertainment Group Limited Interests in shares and options • 55,691 ordinary shares in the Company 24 Annual Report 2019Andrew Chambers (Executive Director) MSc, B Arts (Hons), Grad Dip App Fin Mr Andrew Chambers was appointed as Executive Director to the Company on 1 September 2016 and has been a senior executive with Pinnacle since he commenced with the firm in March 2008. Mr Chambers has extensive multi-channel (retail, wholesale and institutional) and multi-jurisdictional distribution experience and is currently responsible for leading the firm’s institutional and international distribution strategy and execution. Prior to joining Pinnacle, Mr Chambers worked for Legg Mason, one of the world’s largest pure play, multi-affiliate investment management firms. Mr Chambers is also a director of the following Pinnacle Affiliates: Metrics, Omega, Riparian and Two Trees. ASX Listed Company Directorships held in last 3 years (current & recent): • None Interests in shares and options • 5,525,414 ordinary shares in the Company • 375,000 options Adrian Whittingham (Executive Director) B Bus Prior to joining the Company in 2008, Mr Whittingham was Director, Head of Retail Sales with Schroder Investment Management in Sydney, from 2002 to April 2008. At Schroders Mr Whittingham was responsible for leading the business’s direction and engagement with researchers, consultants, dealer groups and private clients. Prior to Schroders, Mr Whittingham spent eight years at Zurich in product, research and business development roles. Mr Whittingham is also a director of the following Pinnacle Affiliates: Firetrail, Hyperion, Longwave and Spheria. ASX Listed Company Directorships held in last 3 years (current & recent): • None Interests in shares and options • 4,325,414 ordinary shares in the Company • 375,000 options 25 Pinnacle Investment Management06/12 Directors’ Report Your directors present their report on the Group, consisting of the Company and the entities it controlled at the end of, or during, the year ended 30 June 2019. Directors The directors of the Company during the whole of the financial year and up to the date of this report were: • Mr A Watson • Mr I Macoun • Ms D Beale AM • Ms L Berends (appointed 1 September 2018) • Mr G Bradley • Mr A Chambers • Mr A Whittingham • Mr S M Wilson AM (resigned 18 October 2018) Information on the qualifications, experience and responsibilities of the directors is included in the directors’ profiles on pages 22 to 25 of the 2019 Annual Report. Earnings per share From continuing operations Basic earnings per share Diluted earnings per share Total attributable to shareholders Basic earnings per share Diluted earnings per share 26 2019 Cents 2018 Cents 18.3 17.1 18.3 17.1 14.3 13.2 14.5 13.4 Annual Report 2019Dividends In the 2019 financial year, the following dividends were paid: • a fully franked final dividend of 7.0 cents per share on 5 October 2018. • a fully franked interim dividend of 6.1 cents per share on 22 March 2019. Since the end of the financial year, the Company has declared: • a fully franked final dividend of 9.3 cents per share, to be paid on 4 October 2019. Operating and Financial Review The Operating and Financial Review can be found at pages 8 to 19 of the 2019 Annual Report. Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the reporting period. Matters subsequent to the end of the financial year Other than as outlined in note 28 of the financial statements at page 88, there has not arisen in the interval between the end of the financial year and the date of this directors’ report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to significantly affect: • the Group’s operations in future financial years; or • the results of those operations in future financial years; or • the Group’s state of affairs in future financial years. Remuneration Report The Group’s 2019 Remuneration Report sets out remuneration information for the Group’s non-executive directors and Key Management Personnel. The Remuneration Report contains the following sections: 01 Letter from the Chair of the Remuneration and Nominations Committee 02 Key Management Personnel 03 Role of Remuneration and Nominations Committee 04 Executive remuneration policy and framework for the Company 05 Links between performance and outcomes 06 Details of Executive Key Management Personnel remuneration 07 Executive service agreements 08 Non-executive director remuneration 09 Share-based payment compensation 10 Equity instrument disclosures relating to Key Management Personnel 11 Loans to Key Management Personnel 12 Equity Capital Information in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act. 27 Pinnacle Investment Management01 Letter from the Chair of the Remuneration and Nominations Committee Dear Fellow Shareholders In presenting shareholders with the 2019 Remuneration Report, we thought it would assist if we again summarise the philosophy underpinning our remuneration structures and practices and highlight key recent developments. Responsibility The Board is responsible for the remuneration of the directors and employees of Pinnacle and its controlled entities. The Board does not set the remuneration of the senior executives or employees of our Affiliates, as these arrangements are the responsibility of their respective boards, are generally negotiated prior to the establishment of each Affiliate and are subject to formal agreements in each case. The board of each Affiliate includes at least one representative of Pinnacle. Philosophy We believe that Pinnacle’s success is inextricably linked to our ability to attract and retain a consistently high-quality management team, operating in a flexible and entrepreneurial environment, within which individual behaviours and interests of our executive group are directly aligned with external long-term shareholders through common long-term equity ownership. This philosophy has been applied to Pinnacle since its foundation in 2006. Whilst this has been delivered to executives in a combination of base salary, short-term incentive and long-term incentive, it is worth noting that a consistent characteristic of Pinnacle LTI arrangements over the past decade has been the longevity of service required for executives to access the full benefits of these schemes. Our original LTI plan, established in 2009, required executives to stay with us for six years to earn the full equity awards. Similarly, its successor plan, currently in place and approved by shareholders in 2015, vested a proportion of its awards in January 2018, but requires our senior executives to be employed by Pinnacle until the end of 2020 (31 January 2020 for Mr Macoun) to get the full benefit of these arrangements. We have previously stated that as a consequence of the long-term nature of these provisions, shareholders should expect there will be years when little or no new LTI will be awarded (as was the case during the three years ended 30 June 2018) and there may be years (such as the current financial year) when a more substantial LTI will be required, amongst other things, to accommodate new significant hires, promote and retain existing high-performing employees and reset provisions that are expiring. The Board approved a new LTI scheme (the Pinnacle Omnibus Plan), consistent with this philosophy, on 22 August 2018, which was then affirmed by shareholders on 18 October 2018. This scheme is summarised in this letter and detailed at page 32 of the Remuneration Report. Applying our philosophy to 2019 financial year results The outcome for the 2019 financial year can be summarised as follows: • there has been a modest increase in fixed remuneration for two KMP (Andrew Chambers, from $400,000 including superannuation, to $425,000 including superannuation, an increase of 6.25%; and Alex Ihlenfeldt, from $300,000 including superannuation, to $320,000 including superannuation, an increase of 6.7%), the first increases since 2015. The fixed remuneration of the Managing Director, Ian Macoun, and Executive Director, Adrian Whittingham, remains unchanged (and has not been changed since 2015). • a new LTI scheme (the Pinnacle Omnibus Plan) was approved by the Board on 22 August 2018. The weighted average price of the shares issued under the Pinnacle Omnibus Plan during the 2019 financial year was $6.45 per share. • STIs reflecting the assessment of performance were paid to KMP in relation to the 2019 financial year (refer to the table on page 34). In considering these, the Board noted: – growth in basic earnings per share from continuing operations of 27.8% – growth in NPAT from continuing operations to $30.5m (2018: $23.1m) – 43% growth in funds under management to $54.3bn (2018: $38.0bn), which includes FUM ‘acquired’ in the Metrics and Omega transactions of $6.8bn. FUM growth was 25%, excluding this acquired FUM – net funds under management inflows of $6.5bn (2018: $7.9bn) – retail net funds under management inflows of $2.9bn (2018: $2.2bn) – we are clear that ‘results matter’ in determining remuneration. Whilst a lot of good work has been done during the year, and our business and profits have grown significantly, we have fallen short of the expectations we set ourselves and it is important that we recognise this. A number of factors have impacted on our results, some outside of our control, but our job is to deliver strong results for our shareholders and clients. It is on this basis that we are remunerated. We are accountable for the outcomes. 28 06 Directors’ Report (continued)Annual Report 2019Historical Remuneration Outcomes New shareholders in particular may not be familiar with the circumstances that have driven certain historical remuneration outcomes, and we felt it would be helpful to give some background to two specific matters. These are: • the PIML LTI Schemes • various related party loans Shareholder approval for these matters has been previously sought and granted; hence these matters appear in the Remuneration Report as a matter of historical record. PIML LTI Scheme – 2015 and 2019 Shareholders approved the participation of certain KMP in the LTI on 26 June 2015. Under this approval, executives received a combination of PIML equity and options in the Company. The options, 50% of which remain in place, were issued at a strike price which was at a premium to the then prevailing share price. Further details are set out at pages 32 to 33. No new options have been issued as part of the PIML LTI Scheme since 2015; however 50% of these options vested to executives in January 2018, and the balance are due to vest in 2020. Given this background, and the recruitment and advancement since 2015 of a substantial number of new executives, the Board approved a new set of LTI arrangements (the Pinnacle Omnibus Plan) on 22 August 2018. The new LTI scheme and awards to executive directors under this scheme were approved by shareholders at the AGM on 18 October 2018. The key characteristics of the new scheme are: • Instrument: Non-recourse loan funded acquisition of new equity in Pinnacle, as well as options in the Company for overseas employees. • Scheme size: 4.8m loan shares and 0.25m options have been issued to employees, of which 1.7m loan shares have been allocated to KMP following shareholder approval at the AGM. Awards were made to 21 executives. • Vesting conditions: combination of employment tenure for all awards and earnings per share growth for a portion of the awards, with the proportions varying dependent on the seniority of each particular role in Pinnacle. These new arrangements are detailed on page 32 of the Remuneration Report. Related party loans As shareholders will recall, the PIML Acquisition, which involved a “swap” of PIML equity held by a number of PIML senior executives for newly issued equity in the Company, was approved by shareholders on 16 August 2016. As part of the acquisition, the Company reissued existing loans to PIML executives which had previously allowed executives’ prior purchases of PIML equity, and issued the New Loans to PIML senior executives totalling $3 million for the express purpose of acquiring additional equity from Deutsche Bank. The key terms of the aforementioned loans are set out on page 36. The Company’s approach to remuneration will be regularly reviewed to ensure continued alignment with the Company’s strategy and growth. We hope you find the Remuneration Report that follows to be instructive and helpful. Deborah Beale AM Chair of Remuneration and Nominations Committee 29 Pinnacle Investment Management02 Key Management Personnel This Remuneration Report provides details of the remuneration of the Key Management Personnel of the Group for the year ended 30 June 2019. The Key Management Personnel for this period are listed in the tables below: Executive Key Management Personnel Name Ian Macoun Andrew Chambers Adrian Whittingham Alex Ihlenfeldt Position Managing Director and Executive Director Executive Director Executive Director Chief Operating Officer and Chief Financial Officer Non-executive Key Management Personnel Current Name Alan Watson Position Chair Steve Wilson AM (resigned on 18 October 2018) Non-executive Director Lorraine Berends (appointed on 1 September 2018) Non-executive Director Deborah Beale AM Gerard Bradley Non-executive Director Non-executive Director In accordance with the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth)), the Key Management Personnel of the Group for the year ended 30 June 2019 comprised: • each non-executive director of the Company; • Ian Macoun, Andrew Chambers and Adrian Whittingham, each being executive directors of the Company; • Alex Ihlenfeldt as Chief Operating Officer and Chief Financial Officer of the Company. 30 06 Directors’ Report (continued)Annual Report 201903 Role of Remuneration and Nominations Committee The Remuneration and Nominations Committee is a committee of the Board. The Committee performs its role consistent with the overall objective of ensuring maximum shareholder benefit from the retention of a high-quality, high-performing Board and executive team. Its responsibilities during the 2019 financial year included the following: • reviewing and making recommendations in relation to the Group’s remuneration policies and practices to ensure that the Group provides a competitive and flexible remuneration structure, fairly and responsibly rewards employees, recognises categories of financial and non-financial performance, links reward to the creation of shareholder value, adopts an appropriate balance between fixed remuneration, short-term incentives and long-term incentives; • reviewing executive remuneration and incentives and making recommendations to the Board in relation to share option schemes and equity participation plans; • setting the terms and conditions of the employment of the Managing Director, advising the Board on the Managing Director’s remuneration package, reviewing the performance of the Managing Director at least annually including progress made towards achieving the Group’s strategic goals; • reviewing the remuneration of non-executive directors for serving on the Board or any committee (both individually and in total) and recommending to the Board the remuneration and retirement policies for non-executive directors having regard to market trends and shareholder interests; • setting the entitlements and expenses policy for the Chair, non-executive directors and the Managing Director; • ensuring the Group’s remuneration policies and practices comply with the provisions of the ASX Listing Rules and the Corporations Act and have regard to the ASX Principles; • facilitating the review of individual directors’ performance and of the Board annually; • making recommendations to the Board concerning the appointment of new directors and, to the extent delegated to it by the Board, the Managing Director; • identifying individuals who, by virtue of their experience, expertise, skills, qualifications, backgrounds, contacts or other qualities, are suitable candidates for appointment to the Board or to any relevant management position and recommending individuals accordingly for consideration by the Board; • preparing, recommending for approval by the Board and overseeing the implementation of the Company’s diversity policy; and • on an annual basis, reviewing the proportion of women who are employed by the Company and submitting a report to the Board outlining its findings. During the 2019 financial year, the Remuneration and Nominations Committee received recommendations on the remuneration for employees from Mr Macoun, the Managing Director. These recommendations were reviewed and, following discussion, recommendations were made to the Board. The Charter for the Remuneration and Nominations Committee is incorporated in the Company’s Corporate Governance Board Charters which can be found on the Company’s website at http://www.pinnacleinvestment.com/shareholders-investor-centre/ 31 Pinnacle Investment Management04 Executive remuneration policy and framework for the Company The Board remains focused on achieving sustainable growth and attractive returns for investors in the medium-to-long term. During the 2019 financial year, it has adopted a remuneration framework consisting of base salary, short-term incentives and long-term incentives and a remuneration policy which is aimed to motivate and retain highly skilled executives and align their interests with shareholders. Base salary Base salary is structured as a package, which may be delivered as a combination of cash and prescribed non-financial benefits and includes superannuation contributions. Executives are offered a competitive base salary that comprises a fixed component of pay and rewards. An executive’s base salary is reviewed on promotion or a substantial change in responsibilities. There are no guaranteed base salary increases included in any executive’s contract. During the 2019 financial year, two executive Key Management Personnel received modest increases to their base salary (Andrew Chambers, from $400,000 including superannuation, to $425,000 including superannuation, an increase of 6.25%; and Alex Ihlenfeldt, from $300,000 including superannuation, to $320,000 including superannuation, an increase of 6.7%), the first increases since 2015. The fixed remuneration of the Managing Director, Ian Macoun, and Executive Director, Adrian Whittingham, remains unchanged (and has not been changed since 2015) as detailed on page 28. Short-term incentives (STI) An STI is a discretionary ‘at risk’ cash incentive payment which is paid to executives and employees on an annual basis and in accordance with remuneration policies and the terms and conditions of employment. The Remuneration and Nominations Committee is responsible for reviewing recommendations from the Managing Director for STI and recommending them to the Board for approval. Long-term incentives (LTI) LTI are designed to encourage alignment of the interests of staff with increased value to shareholders in the long term. Participants are granted LTI, which only vest subject to specific conditions being met at the end of the vesting period. LTI awards are granted at the Board’s discretion following recommendations from the Remuneration and Nominations Committee, which has responsibility for reviewing recommendations made by the Managing Director in relation to LTI awards. Omnibus incentive plan On 22 August 2018 the Board approved the Pinnacle Omnibus Incentive Plan which constitutes a new set of LTI arrangements that provide for the ability to offer options, performance rights and loan funded shares to staff. Senior executives will principally be offered loan funded ordinary shares in the Company, whereby the Company will provide limited recourse loans to senior executives to acquire shares at their current market value at the time of grant. The shares only vest once the employee remains employed with the Group for five years from the time of grant, with a portion vesting only upon the satisfaction of the following performance condition: the Company’s earnings per share grows by an average annual growth rate of at least 15% per annum over the five-year period. While LTI grants have historically been comprised of options granted under the EOSP, LTI will be granted under the Omnibus Incentive Plan going forward as it has been designed to follow best practice long-term incentive plans in the market and provides the Board with greater flexibility to award LTI that enhance the alignment of the interests of staff and shareholders. Options component In December 2014, the Company negotiated the PIML LTI Scheme with the senior executive shareholders of PIML. In July 2015, and as part of the PIML LTI Scheme, the Company issued 4.25 million options in the Company to senior executives under the EOSP at a strike price of 98.6 cents per share, calculated as the higher of the Company’s NTA as at 1 January 2015 plus a premium of 20%, or the volume weighted average price of the Company’s fully paid ordinary shares from 1 December 2014 to 31 March 2015. 50% of the options vested on 1 January 2018 and the balance are due to vest on 1 January 2020 with a six-month exercise period. Any options that remain unexercised at the end of the exercise period will lapse. The options are subject to clawback arrangements and bad leaver provisions. The participation of certain Key Management Personnel in this scheme was approved by shareholders on 26 June 2015. 32 06 Directors’ Report (continued)Annual Report 2019Equity component As part of the PIML LTI Scheme, in May 2015 the Company sold 4.29% of its equity in PIML to senior executives, subject to clawback arrangements. As part of the PIML Acquisition, this equity was ‘swapped’ for equity in the Company and a deed of acknowledgment was put in place, the effect of which is to roll over and preserve the long-term retentive nature of the PIML LTI Scheme by continuing the service conditions. In particular, should the relevant executives of the Group cease employment prior to certain dates ranging from March 2017 to December 2020, they will be required to forfeit and repay any increases in the value of certain equity holdings based on a pre-agreed formula. The PIML Acquisition, including the terms of these equity arrangements for senior executives, was approved by shareholders on 16 August 2016. 05 Links between performance and outcomes During the 2019 financial year, the Managing Director conducted performance reviews of senior executives and made recommendations to the Remuneration and Nominations Committee in respect of their STIs. In making those recommendations, regard was had to the Group, team and individual performance relative to expectations (both financial and non-financial) over the period. The table below shows key financial performance indicators which described the progress of the Group’s performance during the 2019 financial year and over the last five financial years. Key indicators of the Company’s progress towards achieving its medium-term objectives included: • growth in earnings per share from continuing operations of 27.8% in the 2019 financial year • growth in NPAT from continuing operations attributable to shareholders from $23.1 million in the 2018 financial year to $30.5 million in the 2019 financial year • increase in FUM from $38.0bn as at 30 June 2018 to $54.3bn as at 30 June 2019 • net FUM inflows of $6.5bn during the 2019 financial year • net retail FUM inflows of $2.9bn during the 2019 financial year • 94% of Affiliate strategies and products that have a track record of at least five years outperformed their benchmarks over the five years to 30 June 2019 • two new Affiliates, Riparian and Longwave, commenced during 2019, and the equity stakes in Metrics and Omega were also successfully acquired 2019 2018 2017 2016 2015 Net profit/(loss) after tax from continuing operations attributable to shareholders ($m) 30.5 23.1 12.0 5.8 Funds Under Management (FUM) ($bn)* 54.3 38.0 26.5 19.8 Net FUM Inflows* Net Retail FUM Inflows* Closing share price ($) Dividend per share (cents) Basic earnings per share (cents) from continuing operations Diluted earnings per share (cents) from continuing operations 6.5 2.9 7.9 2.2 4.38 5.37 15.40 11.60 18.3 17.1 14.3 13.2 4.9 2.5 2.90 7.00 8.1 7.6 2.1 0.6 1.45 3.30 5.2 5.2 *Non-statutory measure Note: In the 2015 year NPAT from continuing operations was reduced by $9.4 million relating to the derecognition of deferred tax assets. (5.5) 16.0 2.3 0.5 1.20 1.60 (5.2) (5.2) 33 Pinnacle Investment Management06 Details of Executive Key Management Personnel remuneration The relative weightings of the three remuneration components for Key Management Personnel are set out in the table below for the year to 30 June 2019: Ian Macoun Andrew Chambers Adrian Whittingham Alex Ihlenfeldt Ian Macoun % of total remuneration Performance-based remuneration Fixed remuneration 52% 41% 55% 49% STI 38% 33% 28% 35% LTI 10% 26% 17% 16% In the 2019 financial year, Mr Macoun’s base salary remained unchanged at $600,000 per annum (inclusive of superannuation) and he earned an STI of $450,000 (inclusive of superannuation). STI is a performance incentive of up to 100% of base salary awarded on the basis of meeting business and strategic objectives. Mr Macoun’s salary has remained unchanged since the 2016 financial year. In addition and in accordance with the terms of the PIML LTI Scheme described on page 32, on 1 July 2015 the Company granted 750,000 options over its ordinary shares to Mr Macoun. This grant of options was subject to shareholder approval given at an extraordinary general meeting on 26 June 2015. In 2019, the Company also granted 300,000 loan shares under the Pinnacle Omnibus Plan described on page 32. This issue of loan shares was subject to shareholder approval given at the annual general meeting on 15 November 2018. Andrew Chambers In the 2019 financial year, Mr Chambers’s base salary was increased from $400,000 to $425,000 per annum, the first increase since 2015 (inclusive of superannuation) and he earned an STI of $318,750 (inclusive of superannuation). STI is a performance incentive of up to 100% of base salary awarded on the basis of meeting business and strategic objectives. In addition and in accordance with the terms of the PIML LTI Scheme described on page 32, on 1 July 2015 the Company granted 750,000 options over its ordinary shares to Mr Chambers. In 2019, the Company also granted 800,000 loan shares under the Pinnacle Omnibus Plan described on page 32. This issue of loan shares was subject to shareholder approval given at the annual general meeting on 15 November 2018. Adrian Whittingham In the 2019 financial year, Mr Whittingham’s base salary remained unchanged at $400,000 per annum (inclusive of superannuation) and he earned an STI of $200,000 (inclusive of superannuation). STI is a performance incentive of up to 100% of base salary awarded on the basis of meeting business and strategic objectives. In addition and in accordance with the terms of the PIML LTI Scheme described on page 32, on 1 July 2015 the Company granted 750,000 options over its ordinary shares to Mr Whittingham. In 2019, the Company also granted 300,000 loan shares under the Pinnacle Omnibus Plan described on page 32. This issue of loan shares was subject to shareholder approval given at the annual general meeting on 15 November 2018. 34 06 Directors’ Report (continued)Annual Report 2019Alex Ihlenfeldt In the 2019 financial year, Mr Ihlenfeldt’s base salary was increased from $300,000 to $320,000 per annum, the first increase since 2015 (inclusive of superannuation) and he earned an STI of $240,000 (inclusive of superannuation). STI is a performance incentive of up to 100% of base salary awarded on the basis of meeting business and strategic objectives. In addition and in accordance with the terms of the PIML LTI Scheme described on page 32, on 1 July 2015 the Company granted 425,000 options over its ordinary shares to Mr Ihlenfeldt. This grant of options was subject to shareholder approval given at an extraordinary general meeting on 26 June 2015. In 2019, the Company also granted 300,000 loan shares under the Pinnacle Omnibus Plan described on page 32. This issue of loan shares was subject to shareholder approval given at the annual general meeting on 15 November 2018. Remuneration details for Executive Key Management Personnel (calculated in accordance with applicable accounting standards) are set out in the table below: Short-term employee benefits Post-employment benefits Long-term benefits Share- based payments Cash salary & fees $ Cash bonus (STI) $ Non- mone- tary benefits $ Super- annuation $ Retire- ment benefits $ Name Total short-term and post- employment benefits $ Long service leave $ Options & rights (LTI) $ Term- ination benefits $ Portion of remun- eration at risk – STI % Portion of remun- eration at risk – LTI % Total $ Managing Director Ian Macoun 2019 2018 575,000 450,000 575,000 600,000 - - 25,000 25,000 Other Key Management Personnel Andrew Chambers 2019 400,000 318,750 2018 375,000 400,000 Adrian Whittingham* 2019 2018 375,000 200,000 359,616 400,000 Alex Ihlenfeldt 295,000 240,000 275,000 300,000 2019 2018 Totals 2019 1,645,000 1,208,750 2018 1,584,616 1,700,000 - - - - - - - - 25,000 25,000 25,000 25,000 25,000 25,000 100,000 100,000 - - - - - - - - - - 1,050,000 9,910 117,250 1,200,000 9,910 97,744 743,750 (20,843) 254,876 800,000 (14,663) 97,984 600,000 (11,689) 119,545 784,616 6,604 97,984 560,000 7,595 109,949 600,000 9,349 75,678 2,953,750 (15,027) 601,620 3,384,616 11,200 369,390 - - - - - - - - - - 1,777.160 38% 10% 1,307,654 46% 7% 977,783 33% 26% 883,321 45% 11% 707,856 28% 17% 889,204 45% 11% 677,544 35% 16% 685,027 44% 11% 3,540,343 3,765,206 * Mr Whittingham’s base salary has remained unchanged since 2015. He took a short period of unpaid leave during the 2018 financial year, hence remuneration paid to him for that year was lower. 35 Pinnacle Investment Management 07 Executive service agreements Remuneration and other terms of employment for Executive Key Management Personnel are formalised in service agreements. Ian Macoun During the 2017 financial year, and as part of the PIML Acquisition that was approved by shareholders on 16 August 2016, Ian Macoun was appointed Managing Director of the Company and entered into a new service agreement, the terms of which were substantially similar to his previous contract as Managing Director of PIML. Mr Macoun’s contract provides for termination by either party upon giving three months’ notice except where termination is due to misconduct. In addition, as part of the PIML Acquisition, shareholders voted to approve the payment of termination benefits to Mr Macoun in an amount of $900,000 or 12 months’ salary (whichever is higher) should Mr Macoun’s employment be terminated in certain circumstances and consistent with his previous terms of employment. The termination provisions were agreed between Mr Macoun and PIML as part of his employment agreement in 2006 when he was initially employed by the Group. Termination benefits are not payable in the event of misconduct. No termination benefits were paid during the 2019 financial year. In May 2015, PIML advanced to shareholding entities associated with Mr Macoun a loan of $547,293 to acquire shares in PIML. The loan was unsecured, limited recourse and interest free. As part of the PIML Acquisition, this loan has been repaid and new loans reissued by the Company under the EOSP on substantially the same terms, save that it is now subject to a share mortgage. In August 2016, as part of the PIML Acquisition which was approved by shareholders on 16 August 2016, the Company advanced to Mr Macoun’s nominated shareholding entity a loan of $500,000 for the express purpose of acquiring shares in the Company in the secondary market from Deutsche Australia. This loan is interest bearing and subject to a five-year term, limited recourse and secured by way of a share mortgage. Repayment will occur at the earlier of the end of the five-year term, the date on which any of the underlying shares are sold or within six months of the cessation of Mr Macoun’s employment. Events of default under the loan include cessation of employment. In November 2018, 300,000 loan shares were issued to Mr Macoun under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. The shares are subject to service and performance conditions and will vest after three years, if the conditions are met. The loans are interest free and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. Andrew Chambers Andrew Chambers, an executive director of the Company, is engaged under an employment agreement dated 9 March 2008 and subsequently amended on 7 May 2015 and 25 August 2016. The contract provides for termination by either party on at least three months’ notice except where termination is due to misconduct. In June 2009, July 2011 and January 2012, PIML advanced to Mr Chambers’ nominated shareholding entity, three unsecured, limited recourse and interest free loans to acquire shares in PIML. The loans were immediately repayable if Mr Chambers ceased employment with the Company or sold some or all of his shares. In May 2015, and as part of the PIML LTI Scheme, PIML advanced to Mr Chambers’ nominated shareholding entity, an unsecured, limited recourse and interest free loan of $547,293 to acquire shares in PIML. The loan included clawback and share cancellation arrangements if Mr Chambers ceased employment with the Company prior to certain key dates. As part of the PIML Acquisition which was approved by shareholders on 16 August 2016, all of the aforementioned loans were repaid and new loans reissued by the Company under the EOSP on substantially the same terms, save that they are now subject to various share mortgages. In August 2016, as part of the PIML Acquisition, the Company advanced to Mr Chambers’ nominated shareholding entity a loan of $500,000 for the express purpose of acquiring shares in the Company in the secondary market from Deutsche Australia. This loan is interest bearing and subject to a five-year term, limited recourse and secured by way of a share mortgage. Repayment will occur at the earlier of the end of the five-year term, the date on which any of the underlying shares are sold or within six months of the cessation of Mr Chambers’ employment. Events of default under the loan include cessation of employment. In November 2018, 800,000 loan shares were issued to Mr Chambers under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. The shares are subject to service and performance conditions and will vest after five years, if the conditions are met. The loans are interest free and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. 36 06 Directors’ Report (continued)Annual Report 2019Adrian Whittingham Adrian Whittingham, an executive director of the Company, is engaged under an employment agreement dated 28 April 2008 and subsequently amended on 7 May 2015 and 25 August 2016. The contract provides for termination by either party on at least three months’ notice except where termination is due to misconduct. In June 2009, July 2011 and January 2012, PIML advanced to Mr Whittingham’s nominated shareholding entity, three unsecured, limited recourse and interest free loans to acquire shares in PIML. The loans were immediately repayable if Mr Whittingham ceased employment with the Company or sold some or all of his shares. In May 2015, and as part of the PIML LTI Scheme, PIML advanced to Mr Whittingham’s nominated shareholding entity, an unsecured, limited recourse and interest free loan of $547,293 to acquire shares in PIML. The loan included clawback and share cancellation arrangements if Mr Whittingham ceased employment with the Company prior to certain key dates. As part of the PIML Acquisition which was approved by shareholders on 16 August 2016, all of the aforementioned loans were repaid and new loans were reissued by the Company under the EOSP on substantially the same terms, save that they are now subject to various share mortgages. In August 2016, as part of the PIML Acquisition, the Company advanced to Mr Whittingham’s nominated shareholding entity a loan of $500,000 for the express purpose of acquiring shares in the Company in the secondary market from Deutsche Australia. This loan is interest bearing and subject to a five-year term, limited recourse and secured by way of a share mortgage. Repayment will occur at the earlier of the end of the five-year term, the date on which any of the underlying shares are sold or within six months of the cessation of Mr Whittingham’s employment. Events of default under the loan include cessation of employment. In November 2018, 300,000 loan shares were issued to Mr Whittingham under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. The shares are subject to service and performance conditions and will vest after five years, if the conditions are met. The loans are interest free and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. Alex Ihlenfeldt Alex Ihlenfeldt, the Chief Operating Officer and Chief Financial Officer, is engaged under an employment agreement dated 1 February 2011 and subsequently amended on 30 January 2012, 7 May 2015 and 25 August 2016. The contract provides for termination by either party on one month’s notice except where termination is due to misconduct. In January 2012, PIML advanced to Mr Ihlenfeldt’s nominated shareholding entity, an unsecured, limited recourse and interest free loan of $416,070 to acquire shares in PIML. The loan was immediately repayable if Mr Ihlenfeldt ceased employment with PIML or sold some or all of his shares. In May 2015, PIML advanced to interests associated with Mr Ihlenfeldt a loan of $309,522 to acquire shares in PIML. The loan was interest free and limited recourse with various repayment terms on cessation of employment if before 31 December 2018 or following a sale of equity. As part of the PIML Acquisition, both of the aforementioned loans have been repaid and loans on substantially similar terms reissued by the Company under the EOSP, save that they are now subject to share mortgages. In August 2016, as part of the PIML Acquisition which was approved by shareholders on 16 August 2016, the Company advanced to Mr Ihlenfeldt’s nominated shareholding entity a loan of $500,000 for the express purpose of acquiring shares in the Company in the secondary market from Deutsche Australia. This loan is interest bearing and subject to a five-year term, limited recourse and secured by way of a share mortgage. Repayment will occur at the earlier of the end of the five-year term, the date on which any of the underlying shares are sold or within six months of the cessation of Mr Ihlenfeldt’s employment. Events of default under the loan include cessation of employment. In November 2018, 300,000 loan shares were issued to Mr Ihlenfeldt under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. The shares are subject to service and performance conditions and will vest after five years, if the conditions are met. The loans are interest free and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. 37 Pinnacle Investment Management08 Non-executive director remuneration The structure of non-executive director remuneration is separate and distinct from that of executive remuneration. The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain non- executive directors with the appropriate skills and experience while incurring a cost that is acceptable to shareholders and other stakeholders. Non-executive directors’ fees are determined within an aggregate non-executive directors’ fee pool limit, with any increase in the fee pool requiring approval by shareholders. The current aggregate fee pool currently stands at $600,000 per annum and was approved by shareholders at the Company’s annual general meeting on 24 October 2006. No changes were proposed or made to the aggregate fee pool during the 2019 financial year. From the 2019 financial year, non-executive directors are able to sacrifice up to 100% of their fees in favour of immediately vesting Performance Rights under the Pinnacle Omnibus Incentive Plan, as approved at the AGM on 15 November 2018. 32,165 performance rights were granted to non-executive directors, of which 10,720 were exercised during the year. The performance rights were granted in lieu of fees. The fees paid to non-executive directors from 1 July 2018 for Board and Committee positions are set out in the table below: Chair Non-executive director Audit, Compliance and Risk Management Committee • Chair • Member Remuneration and Nominations Committee • Chair • Member Subsidiary Boards Base fees $180,000 $100,000 $15,000 $5,000 $15,000 $5,000 $0 Non-executive directors are not eligible to receive STI but may be eligible to participate in the EOSP. There are currently no outstanding grants to non-executive directors under the EOSP and, during the 2019 financial year, no non-executive directors participated in the EOSP. Further details concerning the EOSP are set out on page 32. Retirement allowances for non-executive directors The Company does not provide retirement allowances for non-executive directors, which is consistent with the guidance contained in the ASX Principles. Superannuation contributions required under the Australian superannuation guarantee legislation are deducted from the relevant directors’ overall fee entitlements where their fees are paid through payroll. New non-executive director appointments On appointment to the Board, new non-executive directors are provided with a letter of appointment setting out the Company’s expectations, their responsibilities, rights and the terms and conditions of their engagement. All new non- executive directors participate in an induction process, which covers the operation of the Board and its committees and financial, strategic, operational and risk management issues. For further detail, refer to the Corporate Governance Statement on the Company’s website. 38 06 Directors’ Report (continued)Annual Report 2019Total remuneration for the non-executive directors in relation to the Company, Committee positions and subsidiaries for the 2019 financial year was $554,593 and is presented in accordance with applicable accounting standards and shown in the table below: Short-term employee benefits Post-employment benefits Long-term benefits Per- formance rights Cash salary & fees $ Cash bonus (STI) $ Non- mone- tary benefits $ Name Super- annuation $ Retire- ment benefits $ Long service leave $ Per- formance rights $ Term- ination benefits $ Non-executive directors Total excl- uding non fee remun- eration $ Total $ Portion of remun- eration at risk – STI % Portion of remun- eration at risk – LTI % Alan Watson 2019 2018 131,558 100,457 Deborah Beale 2019 2018 86,659 63,927 Gerard Bradley 2019 2018 97,032 80,000 Steven Wilson (i) 2019 2018 32,925 70,000 Lorraine Berends (ii) 64,764 - 2019 2018 Totals 2019 412,938 2018 314,384 - - - - - - - - - - - - - - - - - - - - - - - - 12,498 9,543 8,233 6,073 - - - - 6,153 - 26,884 15,616 - - - - - - - - - - - - (i) 2019: Mr Wilson was a Director until his resignation on 18 October 2018. (ii) 2019: Ms Berends was appointed a Director on 1 September 2018. - - - - - - - - - - - - 50,303 - 20,750 - 22,968 - - - 20,750 - 114,771 - - - - - - - - - - - - - 194,359 144,056 110,000 110,000 115,642 94,892 70,000 70,000 120,000 97,032 80,000 80,000 32,925 32,925 70,000 70,000 91,667 70,917 - - 554,593 439,822 330,000 330,000 - - - - - - - - - - - - - - - - - - - - - - - - 39 Pinnacle Investment Management 09 Share-based payment compensation Options The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods as at 30 June 2019 are as follows: Grant Date Category Expiry date Exercise period Exercise price Value per right/ option at grant date Number of rights/ options granted during the year Number of rights/ options exercised during the year Number of rights/ options forfeited during the year Number of rights/ options at end of financial year % Vested 1 July 2015 Options 30 Jun 20 125 days $0.99 $0.32 0 0 0 1,337,000 0% Details of options provided as remuneration to Executive Key Management Personnel are set out below. These options form part of the PIML LTI Scheme and were approved for Mr Macoun and Mr Ihlenfeldt by shareholders on 26 June 2015. Mr Chambers and Mr Whittingham were not Key Management Personnel at the date of grant and accordingly their participation did not require shareholder approval. Name Date of grant Number of options/ rights granted Value ($) of options/ rights granted (i) Number of options/ rights vested (ii) Value ($) of options/ rights vested (iii) Number of options/ rights forfeited/ lapsed/sold Value ($) of options/ rights forfeited/ lapsed/sold Vesting date Key Management Personnel of the Group Ian Macoun Options Options Subtotal Andrew Chambers Options Options Subtotal Adrian Whittingham Options Options Subtotal Alex Ihlenfeldt Options Options Subtotal 1-Jul-15 375,000 $110,663 1-Jan-18 375,000 $1,036,500 1-Jul-15 375,000 $120,525 1-Jan-20 - - 750,000 375,000 $1,036,500 1-Jul-15 375,000 $110,663 1-Jan-18 375,000 $1,036,500 1-Jul-15 375,000 $120,525 1-Jan-20 - - 750,000 375,000 $1,036,500 1-Jul-15 375,000 $110,663 1-Jan-18 375,000 $1,036,500 1-Jul-15 375,000 $120,525 1-Jan-20 - - 750,000 375,000 $1,036,500 1-Jul-15 213,000 $62,856 1-Jan-18 213,000 $588,732 1-Jul-15 212,000 $68,137 1-Jan-20 - - 425,000 213,000 $588,732 - - - - - - - - - - - - - - - - - - - - - - - - (i) Fair values at grant date are calculated using a Black-Scholes option pricing model that takes into account the exercise price, the terms of the right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right or option. Model inputs for the grants made are set out in note 26 to the financial statements. (ii) On the vesting of each option/right, the holder becomes entitled to receive one fully paid ordinary share in the Company on exercise of the option/right. (iii) The amount is based on the intrinsic value of the option or right at vesting date 40 06 Directors’ Report (continued)Annual Report 2019Loan Shares The terms and conditions of each grant of equity and associated loan to Key Management Personnel is provided at pages 34 to 35. Details of the loan arrangements affecting remuneration in the previous, this or future reporting periods as at 30 June 2019 are as follows: Name Date of grant Number of loan shares Loan value at date of grant Share- based payments value (i) Vesting date Number of shares vested Value ($) of shares vested (ii) Number of shares forfeited/ lapsed/ sold Value ($) of shares forfeited/ lapsed/ sold Key Management Personnel of the Group Ian Macoun Loan Shares 25-Aug-16 288,210 273,799 $30,799 31-Dec-18 288,210 1,265,242 Loan Shares 25-Aug-16 287,888 273,494 $33,846 31-Jan-20 - - Loan Shares 25-Aug-16 1,111,112 500,000 $14,162 25-Aug-16 1,111,112 1,955,555 Loan Shares 15-Nov-18 300,000 1,697,460 $649,587 14-Nov-21 - - Subtotal 1,987,210 2,744,753 $728,394 1,399,322 3,220,797 Andrew Chambers Loan Shares 25-Aug-16 133,509 126,834 $1,221 21-Mar-17 133,509 311,076 Loan Shares 25-Aug-16 288,210 273,799 $30,799 31-Dec-18 288,210 1,265,242 Loan Shares 25-Aug-16 287,888 273,494 $36,392 31-Dec-20 - - Loan Shares 25-Aug-16 1,111,112 500,000 $14,162 25-Aug-16 1,111,112 1,955,555 Loan Shares 15-Nov-18 800,000 4,526,560 $1,732,233 14-Nov-23 - - Subtotal 2,620,719 5,700,687 $1,814,807 1,532,831 3,531,873 Adrian Whittingham Loan Shares 25-Aug-16 133,509 126,834 $1,221 21-Mar-17 133,509 311,076 Loan Shares 25-Aug-16 288,210 273,799 $30,799 31-Dec-18 288,210 1,265,242 Loan Shares 25-Aug-16 287,888 273,494 $36,392 31-Dec-20 - - Loan Shares 25-Aug-16 1,111,112 500,000 $14,162 25-Aug-16 1,111,112 1,955,555 Loan Shares 15-Nov-18 300,000 1,697,460 $649,587 14-Nov-23 - - Subtotal 2,120,719 2,871,587 $732,161 1,532,831 3,531,873 Alex Ihlenfeldt Loan Shares 25-Aug-16 437,968 416,070 $74,503 30-Jan-18 437,968 2,023,412 Loan Shares 25-Aug-16 163,083 154,929 $17,428 31-Dec-18 163,083 715,934 Loan Shares 25-Aug-16 162,761 154,623 $20,575 31-Dec-20 - - Loan Shares 25-Aug-16 1,111,112 500,000 $14,162 25-Aug-16 1,111,112 1,955,555 Loan Shares 17-Sep-18 300,000 2,187,510 $777,184 16-Sep-23 - - Subtotal 2,174,924 3,413,132 $903,852 1,712,163 4,694,901 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (i) Fair values are calculated using a Black-Scholes option pricing model that takes into account the exercise price, the terms of the arrangement, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the arrangement. (ii) The amount is based on the intrinsic value of the option or right at vesting date. 41 Pinnacle Investment Management10 Equity instrument disclosures relating to Key Management Personnel Options and rights holdings The number of options and rights over ordinary shares in the Company held during the 2019 financial year by the directors of the Company and other Key Management Personnel of the Group, including personally related parties, are set out below: Balance at start of year Granted as compensation Exercised Expired and other changes* Balance at end of the year 2019 2018 1,337,000 2,675,000 32,165 (10,720) 0 0 (1,338,000) 0 1,358,445 1,337,000 *Includes changes due to staff commencing or ceasing to be Key Management Personnel during the year. Shareholdings The numbers of shares in the Company held during the financial year by each Director of the Company and other Key Management Personnel of the Group, including their related parties, are set out below: Balance at start of year Granted during reporting year as compensation Received during the year on the exercise of options and rights Other changes during the year* Balance at the end of the year 4,712 1,224 130,936 - (1,170,000) 19,350,000 1,944 1,944 2,120 - - - - 10,000 1,224 2,287 11,944 105,668 55,691 230,088 27,654,085 - 5,525,414 (300,000) 4,325,414 (137,664) 4,892,549 Name Non-executive directors Alan Watson Steve Wilson Lorraine Berends Deborah Beale Gerard Bradley Executive directors Ian Macoun Andrew Chambers Adrian Whittingham 125,000 20,520,000 - 102,500 51,284 27,123,997 4,725,414 4,325,414 - - - - - 300,000 800,000 300,000 Key Management Personnel Alex Ihlenfeldt 4,730,213 300,000 42 06 Directors’ Report (continued)Annual Report 201911 Loans to Key Management Personnel Details of loans made to Directors of the Company and other Key Management Personnel of the Group, including their related parties, are set out below: (i) Aggregates for Key Management Personnel Balance at start of year $ Loans issued during year $ Other changes during the year (i) $ Repayments made $ Interest paid and payable for the year $ Interest not charged $ Balance at end of year $ Number in Group at end of year 2019 4,652,865 10,108,990 - (363,502) 52,828 190,226 14,451,181 4 (ii) Individuals with loans above $100,000 during the financial year Balance at start of year $ Loans issued during year $ Other changes during the year (i) $ Repayments made $ Interest paid and payable for the year $ Interest not charged $ Balance at end of year $ Highest indebtedness during the year $ Ian Macoun 993,060 1,697,460 Andrew Chambers Adrian Whittingham Alex Ihlenfeldt 1,227,315 4,526,560 1,227,315 1,697,460 1,205,175 2,187,510 - - - - (89,324) 13,207 38,211 2,614,403 2,658,928 (112,414) 13,207 50,791 5,654,668 5,722,282 (89,324) 13,207 50,791 2,848,658 2,893,182 (72,440) 13,207 50,433 3,333,452 3,395,982 The loans referenced in the above table comprise: • loans originally advanced by PIML and were for the purpose of acquiring shares in PIML. • the New Loans. • loans granted under the Pinnacle Omnibus Plan. As part of the PIML Acquisition, shareholders approved the repayment of the original loans with the proceeds of loans reissued by the Company on 25 August 2016, as well as the advance of the New Loans. See pages 36 to 37 for further detail on the terms of the loans. During the year to 30 June 2019, 1.7 million loan shares were issued to Key Management Personnel under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. See pages 34 to 35 for further details on the terms of the loans. The amounts shown for interest not charged in the tables above represents the difference between the amount paid and payable for the year and the amount of interest that would have been charged on an arm’s-length basis. 43 Pinnacle Investment Management12 Equity Capital Shares under options/rights Unissued ordinary shares of the Company under option at 30 June 2019 are as follows: Date options granted Expiry date Exercise price of options Number under option 1 July 2015 21 December 2017 14 March 2018 15 November 2018 15 November 2018 Total 30 June 2020 12 June 2023 14 March 2021 15 November 2023 15 November 2028 $0.99 $3.93 Nil $5.6582 Nil 2,125,000 600,000 1,079,365 250,000 21,445 4,075,810 Under the terms of the transaction documents in respect of the PIML Acquisition, approved by shareholders on 16 August 2016, in the event that the Company conducts a placement prior to 30 June 2020 in respect of the options issued on 1 July 2015, the Sellers are entitled to subscribe in the placement for up to 1,416,667 ordinary shares at the subscription price of the options. The Sellers will be entitled to subscribe in the placement in proportions that are pro-rata to their unvested options. On 3 May 2018, the Sellers subscribed for 708,192 additional ordinary shares pursuant to their entitlement described above. On 14 March 2018 Pinnacle Investment Management Limited entered into an agreement with Firetrail Investments Pty Limited for 24.35% ownership interest. This was funded partly by cash and partly by 2,158,733 zero-price options issued by Pinnacle Investment Management Group Limited. 1,079,365 options were exercised in the current year. On 15 November 2018 250,000 options were issued to overseas staff under the Pinnacle Omnibus Plan. Additionally, 32,165 performance rights were granted to non-executive directors under the plan, of which 10,720 were exercised during the year. Shares issued under the EOSP As part of the PIML Acquisition, on 25 August 2016 37,043,917 ordinary shares were issued under the EOSP to the Sellers as consideration for the sale of their equity in PIML. This allocation was approved by shareholders on 16 August 2016. End of Remuneration Report 44 06 Directors’ Report (continued)Annual Report 2019Meetings of Board and Board Committees The number of meetings of the Company’s Board and of each Board Committee held during the year ended 30 June 2019 and the number of meetings attended by each director were as follows: Meetings of Board and Board Committees Board Audit, Compliance and Risk Committee Remuneration and Nominations Committee Attended Eligible to Attend Attended Eligible to Attend Attended Eligible to Attend 14 14 14 14 12 13 14 6 14 14 14 14 12 14 14 6 5 5 5 5 3 - - 2 -* -* 5 5 3 - - 2 5 5 5 5 3 - - 2 5 -* 5 5 3 - - 2 A Watson I Macoun D Beale AM G Bradley L Berends A Chambers A Whittingham S Wilson AM *A Watson and I Macoun attended respective meetings by invitation. Committee Membership As at the date of this report, the Company had an Audit, Compliance and Risk Management Committee and a Remuneration and Nominations Committee. Members acting on the committees of the Board are: Audit, Compliance and Risk Committee Remuneration and Nominations Committee G Bradley (Chair) D Beale AM L Berends D Beale AM (Chair) L Berends G Bradley A Watson Company Secretary The role of Company Secretary is performed by Mr Calvin Kwok. Mr Kwok is also general counsel of the Company with prior experience at Herbert Smith Freehills, UBS Global Asset Management and Deutsche Bank. Mr Kwok holds a Masters of Applied Finance, a Bachelor of Laws and a Bachelor of Commerce. Environmental regulation The Group is not affected by any significant environmental regulation in respect of its operations. Insurance of officers The Company has paid a premium for a contract insuring all directors and executive officers of the Company and certain related bodies corporate against all liabilities and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. The directors have not included in this report details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors and executive officers insurance liability contract as disclosure is prohibited under the terms of the contract. The Company has agreed to indemnify each person who is, or has been a director, officer or agent of the Company and/or of certain of its related bodies corporate against all liabilities to another person (other than the Company or a related body 45 Pinnacle Investment Managementcorporate) that may arise from their position as director, officer or agent, except where the liability arises out of conduct involving a lack of good faith. The Company is required to meet the full amount of any such liabilities, including costs and expenses for a period of seven years. No liability has arisen since the end of the previous financial year which the Company would, by operation of the above indemnities, be required to meet. Non-audit services The Company may decide to employ the Auditor on assignments additional to their statutory audit duties. Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out below. The Board has considered the position and, in accordance with the advice received from the Audit, Compliance and Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The directors are satisfied that the provision of non-audit services by the Auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act for the following reasons: • all non-audit services have been reviewed by the Audit, Compliance and Risk Management Committee to ensure they do not impact the impartiality and objectivity of the Auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the Auditor’s own work, acting in a management or a decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. During the 2019 financial year the following fees were paid or are payable for services provided by the Auditor, its related practices and non-related audit firms. (i) Audit and other assurance services Audit and review of financial statements Other assurance services: Audit of regulatory returns Audit of compliance plan – Responsible entity* Other assurance services 2019 $ 2018 $ 212,650 206,056 21,299 91,198 - 20,688 68,466 - Total remuneration for audit and other assurance services 325,147 295,210 (ii) Taxation services Tax services Total remuneration for taxation services (iii) Other services Other services Total remuneration of PricewaterhouseCoopers Australia Total remuneration of auditors 108,873 108,873 60,808 494,828 494,828 103,893 103,893 - 399,103 399,103 *Compliance plan audit charges are on-charged to managed funds to which responsible entity services are provided. 46 06 Directors’ Report (continued)Annual Report 2019Auditor’s independence declaration A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act is set out on page 49 of the 2019 Annual Report. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the directors’ report. Amounts in this report have been rounded off in accordance with that Instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act. This report is made in accordance with a resolution of directors. A Watson Chair Pinnacle Investment Management Group Limited Sydney 6 August 2019 47 Pinnacle Investment Management 07/12 Auditor’s Independence Declaration 48 Annual Report 2019Auditor’s Independence Declaration As lead auditor for the audit of Pinnacle Investment Management Group Limited for the year ended 30 June 2019, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Pinnacle Investment Management Group Limited and the entities it controlled during the period. Ben Woodbridge Partner PricewaterhouseCoopers Brisbane 6 August 2019 PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 49 Pinnacle Investment Management50 Annual Report 201908/12 Financial Statements Pinnacle Investment Management Group Limited ABN 22 100 325 184 Financial Report – 30 June 2019 Contents Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report to the members 52 53 54 55 56 57 101 102 These financial statements are the consolidated financial statements of the consolidated entity consisting of Pinnacle Investment Management Group Limited and its subsidiaries. The financial statements are presented in Australian currency. Pinnacle Investment Management Group Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office is Level 19, 307 Queen St, Brisbane QLD 4000 and its principal place of business is Level 35, 60 Margaret St, Sydney NSW 2000. A description of the nature of the consolidated entity’s operations and its principal activities is included in the Directors’ Report, which is not part of these financial statements. These financial statements were authorised for issue by the Directors on 6 August 2019. The Directors have the power to amend and reissue the financial statements. Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, financial reports and other information are available at the ‘about us’ and investor relations pages on our website: www.pinnacleinvestment.com/shareholders-investor-centre/ 51 Pinnacle Investment Management08 Financial Statements (continued) Consolidated statement of profit or loss For the year ended 30 June 2019 Revenue from continuing operations Fair value gains/(losses) on financial assets at fair value through profit or loss Employee benefits expense Short-term incentives expense Long-term incentives expense Professional services expense Property expense Travel and entertainment expense Technology and communications expense Other expenses from operating activities Notes 1 26(d) 2 2 Share of net profit of jointly controlled entities accounted for using the equity method 21(d) Profit before income tax Income tax expense Profit from continuing operations Profit/(Loss) from discontinued operations Profit for the year Profit for the year is attributable to: 3 2019 $’000 21,123 1,246 (12,420) (4,485) (1,435) (1,715) (1,259) (814) (760) (2,103) 33,133 30,511 - 2018 $’000 16,542 (1,813) (8,190) (4,236) (364) (648) (649) (706) (529) (1,168) 24,903 23,142 - 30,511 23,142 38 334 30,549 23,476 Owners of Pinnacle Investment Management Group Limited 30,549 23,476 Earnings per share: Notes Cents Cents From continuing operations attributable to owners of Pinnacle Investment Management Group Limited Basic earnings per share Diluted earnings per share Total profit attributable to owners of Pinnacle Investment Management Group Limited Basic earnings per share Diluted earnings per share 5 5 5 5 18.3 17.1 18.3 17.1 14.3 13.2 14.5 13.4 The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes. 52 Annual Report 2019Consolidated statement of comprehensive income For the year ended 30 June 2019 Profit for the year Other comprehensive income: Items that may be reclassified to profit or loss Changes to the fair value of available-for-sale financial assets Total comprehensive income/(loss) for the year Total comprehensive income for the year is attributable to: Owners of Pinnacle Investment Management Group Limited Total comprehensive income for the year attributable to owners of Pinnacle Investment Management Group Limited arises from: Continuing operations Discontinued operations Notes 2019 $’000 2018 $’000 30,549 23,476 - (334) 30,549 23,142 30,549 30,549 23,142 23,142 30,511 23,142 38 - 30,549 23,142 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 53 Pinnacle Investment Management08 Financial Statements (continued) Consolidated statement of financial position For the year ended 30 June 2019 ASSETS Current assets Cash and cash equivalents Trade and other receivables Financial assets at fair value through profit or loss Assets held at amortised cost Total current assets Non-current assets Notes 2019 $’000 2018 $’000 6 7 8 9 26,720 16,055 24,464 2,234 9,332 10,563 22,156 2,011 69,473 44,062 Investments accounted for using the equity method 21 113,351 55,601 Property, plant and equipment Intangible assets Available-for-sale financial assets Assets held at amortised cost Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity 118 3 - 125 7 114 11 3,813 4,990 117,285 60,837 186,758 104,899 12 13 13 14 15(a) 15(b) 8,495 1,119 9,614 91 91 5,892 805 6,697 105 105 9,705 6,802 177,053 98,097 231,255 154,762 (50,694) (46,137) (3,508) (10,528) 177,053 98,097 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 54 Annual Report 2019Consolidated statement of changes in equity For the year ended 30 June 2019 Attributable to owners of Pinnacle Investment Management Group Limited Contributed equity $’000 Reserves $’000 Accumulated losses $’000 Notes Total equity $’000 Balance at 1 July 2017 148,834 (54,383) (18,791) 75,660 Total comprehensive income for the year - (334) 23,476 23,142 Transactions with owners in their capacity as owners: Share-based payments Shares issued on exercise of options Shares issued Dividends paid to shareholders Options issued Share placement, net of issue costs 15(a) 16 21(a) 14 Employee loan arrangements 14,15(a) 627 2,096 698 1,519 - - 988 5,928 (263) - - - 9,498 - (655) 8,580 - - - 364 2,096 698 (15,213) (13,694) - - - 9,498 - 333 (15,213) (705) Balance at 30 June 2018 Balance at 1 July 2018 154,762 (46,137) (10,528) 98,097 154,762 (46,137) (10,528) 98,097 Changes in accounting policy 30(a)(iii) - (114) 114 - Balance at 1 July 2018 154,762 (46,251) (10,414) 98,097 - 30,549 30,549 Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments Options vested Shares issued Dividends paid to shareholders Performance rights Share purchase plan, net of issue costs Share placement, net of issue costs 15(a) 21(a) 16 14(a) 14 - - 1,434 4,749 (4,749) - 2,177 61 9,860 57,677 - - 54 - - Employee loan arrangements 14,15(a) 1,969 (1,182) - - - 1,434 - - (23,643) (21,466) - - - - 115 9,860 57,677 787 Balance at 30 June 2019 231,255 (50,694) (3,508) 177,053 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 76,493 (4,443) (23,643) 48,407 55 Pinnacle Investment Management08 Financial Statements (continued) Consolidated statement of cash flows For the year ended 30 June 2019 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividends and distributions received Interest received Finance and borrowings costs paid Proceeds from sale of financial assets at fair value through profit or loss Payments to purchase financial assets at fair value through profit or loss Notes 2019 $’000 2018 $’000 15,851 12,350 (22,307) (17,584) 27,943 17,686 64 (105) 31,703 (32,059) 222 (103) 18,003 (9,704) 20,870 (43) 446 Net cash inflow/(outflow) from operating activities 23 21,090 Cash flows from investing activities Payments for property, plant and equipment Proceeds from sale of investments accounted for using the equity method (53) 3,639 Payments for investments accounted for using the equity method (54,930) (6,515) Loan repayments from shareholders Loan repayments from related parties Loan advances to related parties Net cash inflow/(outflow) from investing activities Cash flows from financing activities Dividends paid to shareholders Proceeds from issue of shares, net of issue costs Net cash (outflow)/inflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at end of year 6 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 787 2,283 333 - (1,500) (5,804) (49,774) (11,583) (21,465) (13,694) 67,537 2,794 46,072 (10,900) 17,388 9,332 26,720 (1,613) 10,945 9,332 56 Annual Report 2019Notes to the consolidated financial statements Group Results 1 Revenue from contracts with customers and other revenue 2 Expenses 3 Income tax expense 4 Segment information 5 Earnings per share Operating Assets and Liabilities 6 Cash and cash equivalents 7 Trade and other receivables 8 Financial assets at fair value through profit or loss 9 Assets held at amortised cost 10 Net deferred tax assets 11 Assets held at amortised cost – non-current 12 Trade and other payables 13 Provisions Capital and Financial Risk Management 14 Contributed equity 15 Reserves and accumulated losses 16 Dividends 17 Current liabilities – financing arrangements 18 Financial risk management 19 Contingencies and commitments Group Structure 20 Subsidiaries 21 Investments accounted for using the equity method 22 Parent Entity financial information Additional Notes 23 Additional cash flow information 24 Related party transactions 25 Key Management Personnel 26 Share-based payments 27 Remuneration of auditors 28 Events occurring after the reporting period 29 Critical accounting estimates and judgements 30 Summary of significant accounting policies 58 58 59 60 60 61 61 62 62 62 63 63 63 64 66 67 68 68 75 76 77 80 81 82 84 85 88 88 88 89 57 Pinnacle Investment ManagementGroup Results This section provides information regarding the results and performance of the Group during the year, including further detail regarding revenue and expenses, income tax, segment reporting and earnings per share. 1 Revenue from contracts with customers and other revenue (a) Disaggregation of revenue from contracts with customers The Group derives its revenue from contracts with customers from the transfer of services over time. A disaggregation of the Group’s revenue is shown below: Revenue from contracts with customers Services Revenue – over time Service charges Other revenue Directors fees Interest received or due Dividends and distributions Other revenue 2019 $’000 2018 $’000 19,357 19,357 40 248 1,469 9 1,766 21,123 15,083 15,083 44 221 1,108 86 1,459 16,542 Dividends and distributions are received from financial assets held at fair value through profit or loss. 2 Expenses Profit before income tax includes the following specific expenses: 2019 $’000 2018 $’000 Finance cost expense – included in other expenses from operating activities Interest and finance charges Total finance cost expense Rental expense relating to operating leases – included in property costs Minimum lease payments Total rental expense relating to operating leases Depreciation and amortisation expense – included in other expenses from operating activities Depreciation – property, plant and equipment Total depreciation and amortisation expense 105 105 876 876 72 72 108 108 413 413 68 68 58 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 20193 Income tax expense (a) Income tax expense/(benefit) Income tax expenses attributable to: Continuing operations Discontinued operations Total income tax expense/(benefit) Current tax Deferred tax Adjustments for tax in respect of prior periods Total current tax expense Deferred income tax expense/(benefit) included in income tax expense/(benefit) comprises: (Increase)/Decrease in deferred tax assets Increase in deferred tax liabilities Total deferred tax expense/(benefit) (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense Profit / Loss from discontinued operations before income tax expense Profit before income tax Tax at the Australian tax rate of 30% (2018: 30%) 2019 $’000 2018 $’000 - - - (608) 608 - - 608 - 608 30,511 38 30,549 9,164 - - - 27 (27) - - (27) - (27) 23,142 334 23,476 7,043 Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Share of profits of entities under joint control (9,940) (7,471) Impairment Non-deductible expenditure Sundry items Adjustments for current tax in respect of prior periods Deferred tax assets not recognised Total income tax expense/(benefit) (c) Tax losses not recognised - 466 - (310) - 310 - - 138 (100) (390) - 390 - Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 30% 60,364 18,109 58,286 17,486 A deferred tax asset in relation to tax losses is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits against which to recover the losses and from which the future reversal of underlying timing differences can be deducted. Deferred tax assets have not been recognised in full on the basis that there remains uncertainty regarding the timing and quantum of the generation of taxable profits. (d) Tax consolidation legislation Pinnacle Investment Management Group Limited and its wholly owned Australian controlled entities implemented the tax consolidation legislation from 1 July 2003. Next Financial Limited and its subsidiaries joined the tax consolidated Group on 1 April 2009. Pinnacle Investment Management Limited and its subsidiaries joined the tax consolidated Group on 25 August 2016. The accounting policy in relation to this legislation is set out in note 30(f) and further information is provided at note 30(z). 59 Pinnacle Investment Management4 Segment information The Group operates one business segment being the funds management operations of Pinnacle. The business is principally conducted in one geographic location, being Australia. 5 Earnings per share (a) Basic earnings per share Attributable to the ordinary equity shareholders of the Company From continuing operations From discontinued operations Total basic earnings per share attributable to the ordinary equity shareholders of the company (b) Diluted earnings per share Attributable to the ordinary equity shareholders of the Company From continuing operations From discontinued operations Total diluted earnings per share attributable to the ordinary equity shareholders of the company (c) Reconciliations of earnings used in calculating earnings per share Basic and diluted earnings per share Profit/(Loss) attributable to the ordinary owners of the Company used in calculating basic and diluted earnings per share: From continuing operations From discontinued operation Profit/(Loss) used in calculating basic and diluted earnings per share (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Weighted average Treasury stock (see note 14(d)) Weighted average options Weighted average number of ordinary and potential ordinary shares used as the denominator in calculating diluted earnings per share 2019 Cents 2018 Cents 18.3 - 18.3 17.1 - 17.1 14.3 0.2 14.5 13.2 0.2 13.4 30,511 38 30,549 23,142 334 23,476 2019 Number 2018 Number 166,781,949 161,700,282 8,239,835 10,438,184 3,724,021 3,114,346 178,745,805 175,252,812 (e) Information concerning the classification of securities Options and loan shares granted to employees under the employee share schemes are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options and loan shares have not been included in the determination of basic earnings per share. 60 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Operating Assets and Liabilities This section provides information regarding the assets and liabilities of the entity and includes more detailed breakdowns of individual balance sheet items. 6 Cash and cash equivalents Available cash at bank and on hand Fixed-term deposits Other committed cash at bank and on hand (a) Risk exposure 2019 $’000 26,343 377 - 26,720 2018 $’000 8,965 367 - 9,332 The Group’s exposure to interest rate risk is discussed in note 18. The maximum exposure to credit risk at the end of each reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. (b) Fixed term and at call deposits Fixed-term and at-call deposits bear floating interest rates between 1.45% and 1.75% (2018: 1.45% and 1.75%). At-call deposits have an average maturity of 30 days. Fixed-term deposits have a maturity ranging from 90 days to 1 year. 7 Trade and other receivables Trade receivables Income receivable Other receivables Prepayments 2019 $’000 7,757 4,223 3,871 204 2018 $’000 2,842 6,906 707 108 16,055 10,563 (a) Fair values of trade receivables Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. (b) Impairment and risk exposure Information about the impairment of trade receivables and the Group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in notes 18(a) and 18(b). 61 Pinnacle Investment Management8 Financial assets at fair value through profit or loss Australian listed securities Other unlisted equity securities Derivative financial assets Unlisted unit trusts 2019 $’000 12,615 479 712 10,658 24,464 2018 $’000 10,783 364 739 10,270 22,156 Risk exposure and fair value measurements Information about the Group’s exposure to price risk and the methods and assumptions used in determining fair value is provided in note 18. 9 Assets held at amortised cost Loans to entities under joint control 2019 $’000 2,234 2,234 2018 $’000 2,011 2,011 Loans to entities under joint control includes any adjustments for accumulated equity accounted losses where the associated equity investment value is less than zero as a result of accumulated losses being greater than the carrying value of the investment. As outlined in note 30(l)(ii) loans to entities under joint control are assessed at least annually for possible indicators of impairment. Where indicators of impairment exist, the recoverability of these loans is determined. 10 Net deferred tax assets Deferred tax assets (a) Deferred tax liabilities (b) Net deferred tax assets (a) Deferred tax assets The deferred tax asset balance comprises temporary differences attributable to: Unrealised loss on fair value assets Other Total deferred tax assets Set-off of deferred tax liabilities pursuant to set-off provisions Net deferred tax assets 2019 $’000 315 (315) - - 315 315 (315) - 2018 $’000 154 (154) - 154 - 154 (154) - A deferred tax asset in relation to tax losses is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable income against which to recover the losses and from which the future reversal of underlying timing differences can be deducted. The deferred tax assets of the consolidated entity are currently not recognised under this criteria - refer note 3(c). (b) Deferred tax liabilities The deferred tax liabilities balance comprises temporary differences attributable to: Financial assets at fair value through profit or loss Receivables Total deferred tax liabilities 62 302 13 315 134 20 154 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 201911 Assets held at amortised cost – non-current Loans to related parties Note 24 12 Trade and other payables Trade payables Accrued expenses Accrued bonuses Other payables 13 Provisions Current Employee benefits - annual leave and long service leave Non-Current Employee benefits - long service leave (a) Movements in provisions Movements in each class of provision during the financial year are set out below: Current Balance at 1 July 2018 Amounts provided for during the year Balance at 30 June 2019 Non-Current Balance at 1 July 2018 Amounts utilised during the year Balance at 30 June 2019 2019 $’000 3,813 3,813 2019 $’000 2,513 1,303 4,238 441 8,495 2019 $’000 1,119 1,119 91 91 2018 $’000 4,990 4,990 2018 $’000 477 1,042 4,067 306 5,892 2018 $’000 805 805 105 105 Employee Benefits $’000 805 314 1,119 105 (14) 91 63 Pinnacle Investment Management14 Contributed equity (a) Share capital Ordinary shares: 2019 Shares 2018 Shares 2019 $’000 2018 $’000 Fully paid contributed equity (b) 169,676,000 153,905,571 Total contributed equity 169,676,000 153,905,571 231,255 231,255 154,762 154,762 (b) Movements in ordinary share capital Date Details Number of shares Issue price $’000 1 July 2017 Opening balance 149,818,238 Issue of ordinary shares on exercise of options 2,125,000 $0.99 Share-based payment Issue of ordinary shares Dividend reinvestment Treasury stock vested (d) 30 June 2018 Closing balance Issue of ordinary shares on exercise of options Transfer from options reserve on exercise of options Share placement, net of issue costs Share purchase plan, net of issue costs Issue of ordinary shares on exercise of performance rights Transfer from performance rights reserve on exercise of performance rights Dividend reinvestment Treasury stock vested (d) 30 June 2019 Closing balance (c) Ordinary shares 708,192 415,646 838,495 153,905,571 1,079,368 - 10,909,091 1,811,402 10,720 - 333,199 1,626,649 169,676,000 $0.99 $3.65 - - $5.50 $5.50 - - $6.53 148,834 2,095 627 699 1,519 988 154,762 - 4,749 57,677 9,860 - 61 2,177 1,969 231,255 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. 64 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019(d) Treasury stock Treasury stock are shares in Pinnacle Investment Management Group Limited that are subject to share mortgage under employee loans used for the purposes of acquiring interests in the Company. The value ascribed to treasury stock is the value of the loans secured by share mortgage at period end. Treasury stock movement for the year includes the issue of 4.8 million loan shares to employees, including executive directors, issued under the Pinnacle Omnibus Plan approved by the Board on 22 August 2018. Shares issued to executive directors were approved by shareholders at the AGM on 18 October 2018. Date Details 1 July 2017 Opening balance Loan share repayments Treasury stock vested during the year 30 June 2018 Closing balance Issue of loan shares under Pinnacle Omnibus Plan Loan share repayments Treasury stock vested during the year 30 June 2019 Closing balance (e) Employee share plans Number of treasury shares 10,857,431 (838,495) 10,018,936 4,800,000 (1,626,649) 13,192,287 $’000 6,836 (333) (655) 5,848 30,978 (786) (1,074) 34,966 Information relating to the Pinnacle Investment Management Group Employee Option Share Plan and Pinnacle Omnibus Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in note 26. (f) Capital risk management The Group’s objective when managing capital is to safeguard its ability to continue as a going concern, so it can continue to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. The Group monitors capital on the basis of both Group liquidity and capital and liquidity ratios required under various licences held by subsidiaries. There have been no reportable instances of non-compliance with externally imposed capital requirements in the current period. 65 Pinnacle Investment Management15 Reserves and accumulated losses (a) Reserves Share-based payments reserve Options reserve 2019 $’000 4,106 4,749 2018 $’000 3,854 9,498 Transactions with non-controlling interests reserve (59,603) (59,603) Performance rights reserve Available-for-sale financial assets reserve* *Reclassified to retained earnings upon adoption of AASB 9 on 1 July 2018 (see note 30(a)(iii)). Movements: Share-based payments reserve Balance at 1 July Share-based payments expense Shares issued on exercise of options Employee loans subject to share-based payments arrangements Balance at 30 June Options reserve Balance at 1 July Options issued (refer note 21(a)) Options exercised Balance at 30 June Transactions with non-controlling interests reserve Balance at 1 July Balance at 30 June Available-for-sale financial assets reserve* Balance at 1 July Changes in fair value of available-for-sale financial assets (refer note 23) Balance at 30 June 54 - - 114 (50,694) (46,137) 3,854 1,434 - (1,182) 4,106 9,498 - (4,749) 4,749 4,772 364 (627) (655) 3,854 - 9,498 - 9,498 (59,603) (59,603) (59,603) (59,603) - - - 448 (334) 114 *$114,000 reclassified from available-for-sale financial assets to retained earnings upon adoption of AASB 9 on 1 July 2018 (see note 30(a)(iii)). The share-based payments reserve is used to recognise: • the grant date fair value of options issued to employees but not exercised; • the grant date fair value of shares issued to employees; • the issue of shares held by employee share plans to employees; and • the grant date fair value of reissued loans under the Pinnacle Long-term Employee Incentive Plan and Pinnacle Omnibus Incentive Plan approved by the Board on 22 August 2018. The available-for-sale financial assets reserve was used up until 1 July 2018 to recognise changes in the fair value of available- for-sale financial assets. This has been reclassified at 1 July 2018 to retained earnings following the adoption of AASB 9 (see note 30(a)(iii)). 66 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019The transactions with non-controlling interests reserve is used to recognise the excess of the consideration paid to acquire non-controlling interests above the carrying value of the non-controlling interest at time of acquisition. The options reserve is used to recognise the value of zero-priced options issued by Pinnacle associated with investments in entities under joint control (see note 21). (b) Accumulated losses Movements in accumulated losses were as follows: Balance at 1 July Profit/(Loss) for the year attributable to owners of Pinnacle Investment Management Group Limited Dividends paid to shareholders Balance at 30 June 16 Dividends (a) Ordinary shares 2019 $’000 (10,414) 30,549 (23,643) (3,508) 2018 $’000 (18,791) 23,476 (15,213) (10,528) 2019 $’000 2018 $’000 Interim dividend for the year ended 30 June 2019 of 6.1 cents per fully paid ordinary share paid on 22 March 2019 (2018: 4.6 cents paid on 23 March 2018) Fully franked based on tax paid @ 30.0% 11,095 7,501 Final dividend for the year ended 30 June 2018 of 7.0 cents per fully paid ordinary share paid on 5 October 2018 (2018: 4.8 cents paid on 6 October 2017) Fully franked based on tax paid @ 30.0% Total dividends paid 12,548 23,643 7,712 15,213 (b) Dividends not recognised at the end of the reporting period In addition to the above dividends, since year end the directors have recommended the payment of a final dividend of 9.3 cents per fully paid ordinary share (2018: 7.0 cents). The aggregate amount of the proposed dividend to be paid on 4 October 2019 out of retained earnings at 30 June 2019, but not recognised as a liability at year end, is $17,007,000 ($12,547,000). (c) Franked dividends The final dividends recommended after 30 June 2019 will be fully franked out of existing franking credits. Franking credits available for subsequent financial years based on a tax rate of 30% (2018: 30%) 2019 $’000 2018 $’000 28,779 26,869 The above amounts represent the balance of the franking account as at the end of the reporting period, adjusted for: (a) franking credits that will arise from the payment of the amount of the provision for income tax; (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and (c) franking credits that will arise from the receipt of dividends recognised as receivables at the end of each reporting date. The consolidated amounts include franking credits that would be available to the Company if distributable profits of subsidiaries were paid as dividends. 67 Pinnacle Investment Management17 Current liabilities – financing arrangements (a) Secured liabilities and assets pledged as security The Group has a bank facility subject to annual review which is secured by a general security deed over the assets of a subsidiary of the Group, Ariano Pty Ltd, and guarantees provided by the Company and other Group entities (excluding entities within the Pinnacle Investment Management Limited and Next Financial Limited groups). The facility’s next anniversary date is 30 June 2020. Details of the facility are as follows: Bank guarantees (amount used at balance date - $5,301,000) Corporate credit card (amount used at balance date – $72,000) 2019 $’000 5,500 660 6,160 2018 $’000 5,500 360 5,860 The bank facility is supported by a negative pledge that states that (subject to certain exceptions) the Group will not provide any security over its assets and that the Group’s consolidated tangible net assets must not be less than 60% of its total tangible assets. Ongoing compliance with covenants is reviewed on a regular basis and compliance has been maintained during the period. Assets pledged as security The carrying amounts of assets pledged as security at balance date in relation to the bank guarantees are set out below: Current Cash and cash equivalents Receivables Total current assets pledged as security Non-current Plant and equipment Total non-current assets pledged as security Total assets pledged as security 2019 $’000 2018 $’000 1 493 494 18 18 512 1 486 487 34 34 521 (b) Interest rate risk exposure Information about the Group’s exposure to interest rate changes in provided in note 18. 18 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk, foreign currency risk and price risk), credit risk and liquidity risk. A core focus of the Group’s overall risk management program focuses on the volatility of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk governance is managed through the Board’s Audit, Compliance and Risk Management Committee, which provides direct oversight of the Group’s risk management framework and performance. The Board approves written principles for risk management covering areas such as principal investments, including the use of appropriate hedging strategies, and cash flow management. The management of risk throughout the Group is achieved through the procedures, policies, people competencies and risk monitoring functions that form part of the overall Group risk management framework. This is achieved through regular updates in the form of targeted risk management analysis and reporting functions that provide an assessment of the Group’s risk exposure levels and performance to benchmarks/tolerance limits. 68 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019The Group holds the following financial instruments: Financial assets Cash and cash equivalents Trade and other receivables* Financial assets at fair value through profit or loss Available for sale financial assets** Loans to jointly controlled associates (including Affiliate executives) (non-current) Loans to jointly controlled associates (including Affiliate executives) (current) Financial liabilities Trade and other payables 2019 $’000 2018 $’000 26,720 15,851 24,464 - 3,813 2,234 73,082 8,495 8,495 9,332 10,455 22,152 114 4,990 2,011 49,054 5,892 5,892 *Excludes prepayments (see note 7) **Reclassified to financial assets at fair value through profit or loss upon adoption of AASB 9 on 1 July 2018. (a) Market risk (i) Foreign exchange risk The Group is not materially exposed to foreign exchange risk. All of its major contracts with counterparties are denominated and settled in Australian Dollars, which is the reporting and operating currency of the Group. Substantially all of the Group’s principal investments are also quoted and priced in Australian Dollars. (ii) Price risk Through its business transactions and investments, the Group is exposed to equity securities price risk. This risk is the potential for losses in Group earnings as a result of adverse market movements and arises from investments held by the Group that are classified on the consolidated statement of financial position as financial assets at fair value through profit or loss. The Group manages the price impact of market risk through an established risk management framework. This includes the procedures, policies and functions undertaken by the business to manage market risk within tolerances set by the Board. Equity derivatives are used as an active risk mitigation function and the Group currently utilises such derivatives to reduce market risk of its equity exposures. The performance of the Group’s direct equity exposures and market risk mitigants are monitored on a regular basis. The majority of the Group’s equity investments are Australian listed equity securities and unlisted unit trusts as shown in the table below: Assets Australian listed equity securities Other unlisted equity securities Unlisted unit trusts Derivative financial instruments - futures Total assets at FVPL 30 June 2019 $’000 12,615 479 10,658 712 24,464 2018 $’000 10,783 364 10,270 739 22,270 69 Pinnacle Investment Management18 Financial risk management (continued) Sensitivity The table below summarises the impact of increases/decreases in equity securities prices on the Group’s after tax profit for the year and on equity. The analysis is based on the assumption that equity securities prices had increased/decreased by +/- 15% at 30 June 2019 (2018: +/- 15%) with all other variables held constant and all the Group’s equity investments included in financial assets at fair value through profit and loss moved in correlation with the index. Impact on after-tax profit Impact on equity 2019 $’000 2018 $’000 2019 $’000 2018 $’000 Group +799/-799 +2,515/-2,515 +799/-799 +2,515/-2,515 (iii) Interest rate risk The Group’s main interest rate risk arises from holding cash and cash equivalents. During 2019 and 2018, the Group’s cash and cash equivalents were denominated in Australian Dollars. The Group reviews its interest rate exposure as part of the Group’s cash flow management and takes into consideration the yields, duration and alternative financing options as part of the renewal of existing positions. As at the reporting date, the Group had the following cash and cash equivalents: Cash and cash equivalents Exposure to cash flow interest rate risk 30 June 2019 30 June 2018 Weighted average interest rate % 1.17% Weighted average interest rate % 1.17% Floating interest rate $’000 26,720 26,720 Floating interest rate $’000 9,332 9,332 The Group’s loans to entities under joint control are subject to fixed interest rates and carried at amortised cost. They are therefore not subject to interest rate risk in AASB 7. Sensitivity At 30 June 2019, if interest rates had changed by -/+100 basis points from the year end rates with all other variables held constant, after tax profit and equity for the year would have been $187,000 lower/higher (2018: change of 100 basis points: $65,000 lower/higher). (b) Credit risk Credit risk arises from cash and cash equivalents, financial assets at fair value through profit or loss, loans to entities under joint control, loans to shareholders and outstanding receivables. Credit risk is managed on a Group basis. Credit risk relates to the risk of a client or counterparty defaulting on their financial obligations resulting in a loss to the Group. These obligations primarily relate to distribution and management fees. The Group does not carry significant trade receivable exposure to either a single counterparty or a group of counterparties. For banks and financial institutions, only independently rated parties with a minimum rating of BBB+ / A-1 are accepted as counterparties. As at the reporting date, the Group held the following credit risks: Cash and cash equivalents Trade and other receivables* Financial assets at fair value through profit or loss Available-for-sale financial assets** Loans to joint associates (including affiliate executives) (non-current) Loans to joint associates (including affiliate executives) (current) *Excludes prepayments (see note 7). **Reclassified to financial assets at fair value through profit or loss upon adoption of AASB 9 on 1 July 2018. 70 2019 $’000 26,720 15,851 24,464 - 2,234 3,813 73,082 2018 $’000 9,332 10,455 22,152 114 4,990 2,011 49,054 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Impaired trade, other and loan receivables The Group has two types of financial assets that are subject to the expected credit loss model: • Trade and other receivables • Loans to joint associates While cash and cash equivalents and financial assets at fair value through profit or loss are also subject to the impairment requirements of AASB 9, the identified impairment loss was nil. Loans to joint associates (including Affiliate executives) All loans to joint associates are considered low credit risk, have had no significant increase in credit risk during the year, and as such the loss allowance was limited to 12 months expected credit losses. Loans to joint associates are considered to be low credit risk when they have a low risk of default and the borrower has a strong capacity to meet its contractual cash flow obligations in the near term. New loans provided to joint associates are only provided once the underlying prospects of the entity have been fully evaluated. Additionally, loans to individuals to purchase shares are structured in such a way that they are either full recourse or secured on the shares issued. As such, at 30 June 2019 and 30 June 2018, the expected credit loss rate in relation to loans to joint associates was 0% and the loss allowance was $nil. Refer to note 30(l) for more information on the investments and other financial assets policy of the Group. Trade and other receivables The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected loss rate and loss allowance has been assessed as $nil as at 30 June 2019 (30 June 2018: $nil). This is because there is no history of default and revenue is generated primarily through investments in jointly controlled entities, hence the recoverability of receivables can be determined with a high degree of certainty on a forward-looking basis. Furthermore, the Group also considered the classification of trade receivables as shown below. Refer to note 30(k) for more information on the trade receivables policy of the Group. The Group records trade receivables and loans in the following classifications: Neither past due nor impaired trade receivables and loans are those that are within their relevant contractual payment terms and thus have no expected credit loss due to the reasons above. Past due but not impaired trade receivables and loans are those that have fallen outside of their contractual settlement terms. However there remains an expectation of full recovery, with no change in credit risk based on the value of the underlying equities and the financial position of the client or counterparty and as such there is no expected credit loss. Past due and impaired trade receivables and loans are those that have fallen outside of the prescribed settlement terms and/or there is evidence to suggest that the client or counterparty will fail to meet their obligations and thus would result in an expected credit loss. This is $nil as at 30 June 2019 (2018: $nil). Trade and other receivables Neither past due nor impaired Past due but not impaired Loans held at amortised cost Neither past due nor impaired Total trade, other and loan receivables 2019 $’000 2018 $’000 16,055 - 16,055 6,047 6,047 10,455 - 10,455 7,001 7,001 71 Pinnacle Investment Management18 Financial risk management (continued) Credit quality The credit quality of financial assets can be assessed by reference to external credit ratings. These credit ratings are only available for cash assets, Australian listed debt securities and non-exchange traded derivative financial assets. Cash at bank and short-term bank deposits AA- (c) Liquidity risk 2019 $’000 26,720 26,720 2018 $’000 9,332 9,332 The Group manages liquidity risk by continuously monitoring actual and forecast cash flows. Due to the dynamic nature of the underlying businesses, the Group aims at maintaining flexibility in funding through available cash and readily liquefiable investments in the Group’s Principal Investments portfolio. At 30 June 2019 the Group has $51.2 million in available cash and Principal Investments. Subsidiaries of the Company, Pinnacle Funds Services Limited, Pinnacle Investment Management Limited and Pinnacle RE Services Limited hold Australian Financial Services Licences and hold amounts in liquid assets in accordance with relevant ASIC regulations on the basis of expected cash flows. This is generally carried out at a local level in the operating companies of the Group in accordance with practice and limits set by the Group. In addition, the Group’s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. Maturities of financial liabilities The table below analyses the Group’s financial liabilities. The financial liabilities are broken down into maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Contractual maturities of financial liabilities At 30 June 2019 Trade and other payables Total financial liabilities At 30 June 2018 Trade and other payables Total financial liabilities 1 - 30 days $’000 30 days to 90 days $’000 90 days to 1 year $’000 Total contractual cash flows $’000 Carrying amount $’000 $'000 4,258 4,258 1,824 1,824 $'000 4,237 4,237 4,068 4,068 $'000 - - - - $'000 8,495 8,495 5,892 5,892 $'000 8,495 8,495 5,892 5,892 72 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019(d) Fair value measurements The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); (b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The following table presents the Group’s assets and liabilities measured and recognised at fair value: Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 30 June 2019 Assets Australian listed equity securities Other unlisted equity securities Unlisted unit trusts Derivative financial instruments - futures Contingent consideration from disposal of discontinued operation Total assets No liabilities were held at fair value at 30 June 2019. 30 June 2018 Assets Australian listed equity securities Other unlisted equity securities Unlisted unit trusts Derivative financial instruments - futures Contingent consideration from disposal of discontinued operation Total assets No liabilities were held at fair value at 30 June 2018. 12,615 - 10,658 712 - 23,985 10,783 - 10,270 739 - 21,792 - - - - - - - - - - - - - 479 - - - 12,615 479 10,658 712 - 479 24,464 - 364 - - 114 478 10,783 364 10,270 739 114 22,270 There were no transfers between levels for recurring fair value measurements during the current year. The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. The fair value of Australian listed securities and exchange traded futures is based on quoted market prices at the end of the reporting period. The quoted price used for Australian listed securities and exchange traded options held by the Group is the current bid price. The quoted market price used for unlisted unit trusts is the current exit unit price. These instruments are included in level 1. The fair value of unlisted equity securities and contingent consideration from disposal of discontinued operation is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. In the circumstances where a valuation technique for these instruments is based on significant unobservable inputs, such instruments are included in level 3. The carrying amounts of cash and cash equivalents and trade receivables and payables, are assumed to approximate their fair values due to their short-term nature. Loans to entities under joint control and loans to shareholders are carried at amortised cost. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. 73 Pinnacle Investment Management18 Financial risk management (continued) Fair value measurements using significant unobservable inputs (level 3) Level 3 items include unlisted equity securities held by the Group, and contingent consideration from disposal of discontinued operations. The following table presents the changes in level 3 instruments for the years ended 30 June 2019 and 30 June 2018: Closing balance 30 June 2017 Unrealised gains recognised in fair value gains/(losses) on financial assets at fair value through profit or loss Fair value adjustments recognised in other comprehensive income Closing balance 30 June 2018 Contingent consideration received Fair value adjustments recognised in profit or loss Closing balance 30 June 2019 (i) Transfer between levels 1 and 3 There were no transfers between levels 1 and 3 during the year. (ii) Valuation process Contingent consideration $’000 Unlisted equity securities $’000 448 - (334) 114 (152) 38 - 364 - - 364 - 115 479 Unlisted equities valued under Level 3 are investments in unlisted companies. Where possible, the investments are valued based on the most recent transaction involving the securities of the company. Where there is no recent information or the information is otherwise unavailable, the value is derived from calculations based on the value per security of the underlying net tangible assets of the investee company. Contingent consideration valued under Level 3 relates to the disposal of discontinued operations. The fair value of contingent consideration from disposal of the Securities business is determined based on forecasts of profits, taxable income and deferred tax asset utilisation using the latest financial information available for the business at balance date. 74 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 201919 Contingencies and commitments (a) Contingent assets and liabilities (i) Guarantees The Group has provided guarantees in relation to Australian Financial Services License Net Tangible Asset obligations (via bank guarantee) in respect of: (i) Pinnacle Funds Services Limited - $5,000,000 (2018: $5,000,000) (ii) Pinnacle RE Services Limited - $50,000 (2018: $50,000) (iii) Pinnacle Services Administration Pty Limited - $251,000 (2018: $nil) The unused bank guarantee facility available at balance date was $199,000 (30 June 2018: $450,000). The Group has also provided guarantees in relation to its corporate credit card facility (facility limit of $660,000 of which $588,000 was unused at balance date). These guarantees may give rise to liabilities in the Company if the related entities do not meet their obligations that are subject to the guarantees. No material losses are anticipated in respect of any of the above contingent liabilities. (b) Commitments (i) Capital commitments There were no capital expenditure commitments at balance sheet date. (ii) Lease commitments: Group as lessee Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities are payable as follows: Within one year Later than one year but not later than five years Non-cancellable operating leases (c) Other expenditure commitments Commitments contracted for at reporting date but not recognised as liabilities are payable as follows Within one year Later than one year and not later than five years 2019 $’000 1,583 2,695 4,278 2019 $’000 - - - 2018 $’000 1,110 3,512 4,622 2018 $’000 29 - 29 (d) Other commitments The Group has previously entered into agreements whereby it has agreed to advance sufficient funds to entities under joint control to cover their operating expenses until such time as the entity becomes profitable on a monthly basis and is generating positive cash flows. Further information in relation to these balances is provided in note 24. Joint Venture commitments contracted for at reporting date but not recognised as liabilities are payable as follows: Within one year Later than one year and not later than five years 2019 $’000 2018 $’000 - - - 3,000 - 3,000 75 Pinnacle Investment ManagementGroup Structure This section provides information regarding the Group’s subsidiaries and associates, and detail regarding discontinued operations. 20 Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following significant subsidiaries in accordance with the accounting policy described in note 30(b). The country of incorporation of all subsidiaries is also their principal place of business. Equity holding Name of entity Country of incorporation Class of security 2019 % 2018 % Pinnacle Investment Management Limited Australia Ordinary share Pinnacle Funds Services Limited Australia Ordinary share Pinnacle Services Administration Pty Ltd Australia Ordinary share Pinnacle RE Services Limited Priority Funds Management Pty Ltd Australia Ordinary share Australia Ordinary share Priority Investment Management Pty Ltd Australia Ordinary share Ariano Pty Ltd Next Financial Holdings Pty Ltd PNI Option Plan Managers Pty Ltd Australia Ordinary share Australia Ordinary share Australia Ordinary share Pinnacle Investment Management (UK) Ltd United Kingdom Ordinary share 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 76 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 201921 Investments accounted for using the equity method (a) Carrying amounts The Group holds investments in entities under joint control that undertake funds management activities. Information relating to these entities under joint control is set out below: Name of company Unlisted Ownership interest Carrying value Principal Activity 2019 % 2018 % 2019 $’000 2018 $’000 Plato Investment Management Limited Funds Management Palisade Investment Partners Limited Funds Management Hyperion Holdings Limited Foray Enterprises Pty Limited Solaris Investment Management Ltd Spheria Asset Management Pty Ltd Funds Management Funds Management Funds Management Funds Management Antipodes Partners Holdings Pty Ltd Funds Management Two Trees Investment Management Pty Ltd Funds Management Firetrail Investments Limited Metrics Credit Holdings Pty Limited Omega Global Investors Pty Limited Funds Management Funds Management Funds Management Longwave Capital Partners Pty Limited Funds Management Riparian Capital Partners Pty Limited Funds Management Other Funds Management 43.15 35.98 49.99 43.50 40.00 40.00 23.57 43.96 23.50 35.00 40.00 40.00 40.00 46.64 38.34 49.99 425 5,645 1,728 8,328 11,492 11,002 41.50 16,362 13,395 40.00 40.00 23.57 43.96 24.35 - - - - 4,009 1,559 6,950 - 3,946 1,497 4,904 - 14,797 10,801 48,881 1,839 420 588 384 - - - - - 113,351 55,601 Each of the above entities under joint control is incorporated and has their principal place of business in Australia and are accounted for using the equity method. On 2 August 2018 the Company completed the acquisition of a 35% interest in Metrics Credit Partners Pty Limited (MCP) for $46 million through its wholly owned subsidiary PIML. Following this investment MCP has approximately $40 million of excess cash to deploy in support of its medium-term growth initiatives. On 23 July 2018 the Company also completed the acquisition of a 40% interest in Omega for $2 million upfront and up to a $1.2 million earn-out subject to profitability milestones. The acquisitions were funded through an institutional placement completed on 25 July 2018 which raised $60 million at a price of $5.50 per share, representing a 1.3% discount to the 5 day VWAP, as well as the Share Purchase Plan (SPP) which raised $10 million (see note 14). During the prior year, PIML entered into an agreement with Firetrail Investments Pty Ltd for a 24.35% ownership interest. This was funded partly by cash and partly by zero-priced options issued by Pinnacle. 77 Pinnacle Investment Management21 Investments accounted for using the equity method (continued) (b) Summarised financial information for joint ventures Hyperion Holdings Limited Foray Enterprises Pty Limited* Palisade Investment Partners Limited Solaris Investment Management Limited 2019 $’000 2018 $’000 2019 $’000 2018 $’000 2019 $’000 2018 $’000 2019 $’000 2018 $’000 Summarised statement of financial position Total current assets 9,044 17,207 16,766 13,771 25,410 19,239 11,854 12,513 Total non-current assets 17,898 7,671 5,763 3,376 6,404 4,450 438 548 Total current liabilities (4,068) (2,999) (10,467) (8,298) (13,107) (10,626) (4,191) (4,943) Total non-current liabilities (110) (97) (636) (90) (5,036) (81) (44) (218) Net Assets Group share in % 22,764 21,782 11,426 8,759 13,671 12,982 8,057 7,900 49.99% 49.99% 43.5% 41.5% 35.98% 38.3% 40.0% 40.0% Reconciliation to carrying amounts Opening net assets 1 July 21,782 10,898 8,759 10,327 12,982 9,996 7,900 7,418 Issued shares Reserves - - - - - 65 - 22 - 136 - 40 - - - - Total comprehensive income 15,641 15,898 15,102 10,410 9,559 9,823 11,857 10,482 Dividends paid (14,659) (5,014) (12,500) (12,000) (9,006) (6,877) (11,700) (10,000) Closing net assets 22,764 21,782 11,426 8,759 13,671 12,982 8,057 7,900 Group's share of net assets 11,380 10,889 4,970 3,635 4,919 4,978 3,223 3,160 Excess consideration over share of net assets 112 113 11,392 9,760 726 3,350 786 786 Carrying amount 11,492 11,002 16,362 13,395 5,645 8,328 4,009 3,946 Summarised statement of comprehensive income Revenue 31,217 30,245 37,192 28,973 25,600 25,331 24,582 21,851 Net profit for the year after tax 15,641 15,898 15,102 10,410 9,559 9,823 11,857 10,482 Other comprehensive income - - - - - - - - Total comprehensive income 15,641 15,898 15,102 10,410 9,559 9,823 11,857 10,482 Dividends received from joint venture entities *Holding company for Resolution Capital Limited. (7,328) (2,507) (5,278) (5,010) (3,410) (2,704) (4,680) (4,000) Individually immaterial jointly controlled entities In addition to the interests disclosed above, the Group also has interests in a number of individually immaterial entities under joint control that are accounted for using the equity method. Aggregate carrying amount of individually immaterial joint ventures Aggregate amounts of the Group's share of: Profit for the year Other comprehensive income Total comprehensive income 78 2019 $’000 75,842 10,725 - 10,725 2018 $’000 18,930 4,688 - 4,688 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019(c) Movements in carrying amounts Carrying amount at the beginning of the financial year Purchase of shares in entities under joint control Sales of shares in entities under joint control Share of profit after income tax Adjustment for loan impairment Dividends received/receivable Carrying amount at the end of the financial year (d) Share of entities revenue, expenses and results Revenues Expenses Profit before income tax Income tax expense Profit after income tax (e) Summary of entities under joint control Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets 2019 $’000 55,601 54,930 (3,639) 33,133 354 (27,028) 113,351 2019 $’000 85,778 (39,732) 46,046 (12,913) 33,133 2019 $’000 61,156 32,635 93,791 26,191 17,773 43,964 49,827 2018 $’000 32,627 14,661 - 24,903 644 (17,234) 55,601 2018 $’000 64,624 (28,940) 35,684 (10,781) 24,903 2018 $’000 39,075 8,736 47,811 20,092 231 20,323 27,488 79 Pinnacle Investment ManagementAdditional Notes 22 Parent Entity financial information (a) Summary financial information The individual financial statements for the Parent Entity show the following aggregate amounts: Statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholders' equity Contributed equity Reserves Accumulated losses Total equity Profit/(Loss) for the year Total comprehensive income/(loss) (b) Guarantees entered into by the Parent Entity Details of guarantees entered into by the Group are provided at note 19. 2019 $’000 2018 $’000 584 129,655 130,239 262 9,588 9,850 120,389 231,255 (62,794) (48,072) 120,389 22,079 22,079 55,648 23,851 79,499 27,394 - 27,394 52,105 154,762 (56,688) (45,969) 52,105 13,043 13,043 80 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019 23 Additional cash flow information (a) Reconciliation to cash at the end of the year For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash at bank and on hand, deposits at call and cash held in trust net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows: Cash and cash equivalents Balances per statement of cash flows (b) Reconciliation of net cash flow from operating activities to profit Profit/(Loss) for the year Depreciation and amortisation Reinvested distributions received Equity settled share-based payments Net losses/(gains) on financial assets at fair value through profit or loss Assets at amortised cost Change in operating assets and liabilities, net of effects from acquisition and disposal of businesses: Trade and other receivables Investments accounted for using the equity method Financial assets at FVTPL Trade and other payables Provisions Net cash (outflow)/inflow from operating activities 2019 $’000 26,720 26,720 2019 $’000 30,549 64 (554) 1,549 (1,695) (183) (5,492) (6,106) 56 2,602 300 21,090 2018 $’000 9,332 9,332 2018 $’000 23,476 98 - 364 (227) - (4,125) (7,700) 9,645 (500) (161) 20,870 The reconciliation of net cash flow from operating activities to profit/(loss) includes both continuing and discontinued operations. 81 Pinnacle Investment Management24 Related party transactions (a) Parent Entity The Parent Entity of the Group is Pinnacle Investment Management Group Limited (refer note 22). (b) Subsidiaries and jointly controlled entities Interests in subsidiaries are set out in note 20. Interests in jointly controlled entities are set out in note 21. Details of service charges to jointly controlled entities are provided in note 1. Details of dividend payments from entities under joint control are provided in note 21. (c) Key Management Personnel and Compensation Disclosure relating to Key Management Personnel is set out in note 25. Disclosure relating to share-based payments is set out in note 26. (d) Transactions with other related parties The following transactions occurred with related parties: (i) Movement in loans to Key Management Personnel - loans provided 25 August 2016 Upon acquisition of the non-controlling interests of Pinnacle Investment Management Limited, the Company provided senior executives of its subsidiary Pinnacle Investment Management Limited with loans totaling $3,000,002, the proceeds of which were used to partially fund the acquisition of shares from Deutsche Australia. This included loans of $500,000 each to Mr Ian Macoun, Mr Alex Ihlenfeldt, Mr Adrian Whittingham and Mr Andrew Chambers who are Key Management Personnel of the Group. The key terms of the loans are as follows: (a) The loans have a five-year term, are limited recourse and are interest bearing; (b) They are secured by way of a share mortgage (see further detail below); (c) Repayment will occur at the earlier of the end of the five-year term, the date on which any shares are sold or within six months of cessation of employment; (d) Events of default include cessation of employment, insolvency or any representation or warranty or statement of the borrower being incorrect or misleading. As security for the loans, the Company has obtained a first ranking mortgage over 1,111,111 shares held by each executive. In the occasion of any event of default under the loans, the Company can exercise its rights to enforce its security including by the appointment of a receiver. During the year interest of $13,207 accrued on each of these loans to Key Management Personnel. The balance of each loan at 30 June 2019 including capitalised interest was $536,748. (ii) Movement in loans to Key Management Personnel – loans re-issued 25 August 2016 Upon acquisition of the non-controlling interest of Pinnacle Investment Management Limited, existing loans amounting to $4,303,485 issued by Pinnacle Investment Management Limited in prior years to its senior executives to assist executives to acquire equity were re-issued by the Company. This included existing loans to Mr Ian Macoun, Mr Alex Ihlenfeldt, Mr Adrian Whittingham and Mr Andrew Chambers who are Key Management Personnel of the Group. The loans date from 2009, 2011, 2012 and 2015 and were used to assist the executives to acquire equity in PIML. The loans are interest free and repayable on termination of employment or when the underlying equity is sold, whichever event occurs earlier. The re-issued loans are also secured by share mortgages with limited recourse to the shares. The value of re-issued loans for each of the Key Management Personnel and repayments made during the year were as follows: Key Management Personnel Ian Macoun Alex Ihlenfeldt Adrian Whittingham Andrew Chambers 82 Loan balance 1 July 2018 $ Repayments made $ Loan balance 30 June 2019 $ 469,520 681,631 703,774 703,774 (75,469) (42,686) (75,469) (75,469) 394,051 638,945 628,305 628,305 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019 (iii) Loan shares issued under the Pinnacle Omnibus Plan During the year to 30 June 2019, 1.7 million loan shares were issued to Key Management Personnel under the Pinnacle Omnibus Plan, approved by the Board on 22 August 2018. The shares are subject to service and performance conditions and will vest after five years, if the conditions are met. The loans are interest free and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. The value of the loans issued for each of the Key Management Personnel at period end and repayments made during the half year were as follows: Key Management Personnel Ian Macoun Alex Ihlenfeldt* Adrian Whittingham Andrew Chambers Loan balance 1 July 2018 $ Repayments made $ Loan balance 30 June 2019 $ 1,697,460 2,187,510 1,697,460 4,526,560 (13,855) (29,754) (13,855) (36,946) 1,683,605 2,157,756 1,683,605 4,489,614 * Shares were issued to Mr Ihlenfeldt prior to the dividend paid on 5 October 2018. Shares were issued to the other KMP subsequent to the AGM on 15 October 2018. (iv) Loans to other Related Parties On 27 October 2017, a subsidiary of the Company provided loan funding totalling $5.226 million to a number of Executives of Palisade Investment Partners Limited (“Palisade”), an Affiliate of the Company, to facilitate their purchase of shares in Palisade from an exiting shareholder. The loans have terms of between five and seven years, are interest-bearing and secured by shares in Palisade. The loans are recorded within other non-current assets in the consolidated statement of financial position. During the year, interest of $0.2 million accrued on these loans and repayments of $1.4 million were made. The balance of the loans at 30 June 2019 including capitalized interest was $3.813 million. On 27 October 2017, the Company also purchased additional shares in Palisade from an exiting shareholder. The payment for additional capital is recorded within investments accounted for using the equity method in the consolidated statement of financial position. During the year, the Company sold a portion of its additional equity in Palisade for a total of $2.8 million. The sale proceeds are recorded within investments accounted for using the equity method in the consolidated statement of financial position. (e) Loans to/from related parties Loans to joint associates (including Affiliate executives) Balance at 1 July Loans advanced Interest accrued Loans repaid Share of equity accounted losses from Affiliates Balance at 30 June (f) Guarantees The Group has provided guarantees to subsidiaries as described in note 19. 2019 $ 2018 $ 7,000,823 1,500,000 183,671 (2,282,847) (354,629) 6,047,018 932,266 6,934,223 146,568 (368,000) (644,234) 7,000,823 83 Pinnacle Investment Management25 Key Management Personnel (a) Key Management Personnel compensation Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments 2019 $’000 2018 $’000 2,853,750 3,284,616 100,000 (15,027) 601,620 100,000 11,200 369,390 Total Key Management Personnel compensation 3,540,343 3,765,206 Certain Key Management Personnel are party to the long-term employee incentive arrangement described in note 30(r)(vii). At 30 June 2019, the balance of loans issued to Key Management Personnel was $12,304,146 (2018: $2,558,701) relating to 4,685,272 shares issued in the Company (2018: 2,985,272 shares). Detailed remuneration disclosures for Key Management Personnel are provided in the Remuneration Report. (b) Loans to Key Management Personnel Details of loans made to Directors of Pinnacle Investment Management Group Limited and other Key Management Personnel of the Group, including their related parties, are set out below: (i) Aggregates for Key Management Personnel Balance at the start of the year $ Interest paid and payable for the year $ Loans advanced during the year $ Loan repayments received $ Other Changes* $ Balance at the end of the year $ Interest not charged $ Number in Group at the end of the year 2019 2018 4,652,865 52,828 10,108,990 (363,502) 4,794,426 51,529 - (193,090) - - 14,451,181 190,226 4,652,865 201,014 4 4 The amounts shown for interest not charged in the table above represents the difference between the amount paid and payable for the year and the amount of interest that would have been charged on an arm’s-length basis. 84 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 201926 Share-based payments (a) Pinnacle Investment Management Group Employee Option Share Plan The establishment of the Pinnacle Investment Management Group Employee Option Share Plan (EOSP) was approved by the Board during the 2007 financial year. The EOSP is designed to provide long-term incentives for staff (including executive and non-executive directors) to deliver long-term shareholder returns. Under the plan, participants are granted options which only vest if certain service conditions are met. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Set out below are summaries of options granted under the plan: Expiry date Exercise price Balance at start of the year Granted during the year Exercised during the year Forfeited during the year Balance at end of the year Vested and exercisable at end of the year Grant date 2019 1 Jul 2016 (B) 30 Jun 2020 $0.986 2,125,000 Weighted average exercise price 2018 2,125,000 $0.99 1 Jul 2016 (A) 30 Jun 2018 $0.986 2,125,000 1 Jul 2016 (B) 30 Jun 2020 $0.986 2,125,000 Weighted average exercise price 4,250,000 $0.99 - - - - - - - - - $0.99 (2,125,000) - (2,125,000) $0.99 - - - - - - - 2,125,000 2,125,000 $0.99 - 2,125,000 2,125,000 $0.99 - - - - - - - No options were exercised during the current year (2018: 2,125,000). In the current year, the weighted average share price at the date of exercise of options exercised during the year was $nil (2018: $4.35). The weighted average remaining contractual life of share options outstanding at the end of the year was 1.0 year (2018: 2.0 years). Under the plan, participants are granted options which vest if the employees are still employed by the Group at the end of the vesting period. The Board may elect to waive the continuing service condition (for example in cases of redundancy) and allow options to continue. Options granted under the plan carry no dividend or voting rights. The plan is consolidated into the Group’s financial statements in accordance with note 30(b)(ii). Fair value of interests granted – 1 July 2016 (A) Options were granted for no consideration and vest based on fulfilment of specified service conditions. Vested options are exercisable for a period of six months after vesting. The fair value of options was determined using a Black-Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $0.30 per option • Exercise price: $0.986 • Grant date: 1 July 2016 • Vesting date: 1 January 2018 • Share price at grant date: $1.20 • Expected price volatility of the Company’s shares: 31% • Expected dividend yield: 3.63% • Risk free interest rate: 2.03% 85 Pinnacle Investment Management26 Share-based payments (continued) Fair value of interests granted – 1 July 2016 (B) Options were granted for no consideration and vest based on fulfilment of specified service conditions. Vested options are exercisable for a period of six months after vesting. The fair value of options was determined using a Black-Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $0.32 per option • Exercise price: $0.986 • Grant date: 1 July 2016 • Vesting date: 1 January 2020 • Share price at grant date: $1.20 • Expected price volatility of the Company’s shares: 31% • Expected dividend yield: 3.63% • Risk free interest rate: 2.31% (b) Pinnacle Long-term Employee Incentive Plan Information regarding the Pinnacle Long-term Employee Incentive Plan is provided in notes 30(r)(vii) and 25(a). (c) Pinnacle Omnibus Plan The establishment of the Pinnacle Omnibus Plan was approved by the Board on 22 August 2018 and by shareholders at the AGM on 18 October 2018. The Omnibus Plan is designed to provide long-term incentives for staff (including executive and non-executive directors) to deliver long-term shareholder returns. The plan provides for the ability to offer options, performance rights and loan funded Shares to staff. Under the plan, the shares and options only vest if certain service and performance conditions are met. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Set out below are summaries of options and loan shares granted under the plan: (i) Loan Shares Grant date 2019 Expiry date Exercise price Balance at start of the year Granted during the year Exercised during the year Forfeited during the year Balance at end of the year Vested and exercisable at end of the year 17 Sep 2018 16 Sep 2023 $7.2917 15 Nov 2018 14 Nov 2023 $5.6582 12 Mar 2019 11 Mar 2024 $5.1234 Weighted average exercise price - - - - - 2,600,000 1,400,000 800,000 4,800,000 $6.45 - - - - - - - - - - 2,600,000 1,400,000 800,000 4,800,000 $6.45 - - - - - 4,800,000 loan shares were issued to staff during the financial year. The shares are subject to service and performance conditions and will vest after five years, if the conditions are met. The loans are interest free (until vesting date) and limited in recourse to the shares. They are repayable 10 years from grant date, on termination of employment or when the underlying equity is sold, whichever occurs earlier. Loan shares issued under the plan carry dividend and voting rights. Fair value of interests granted – 17 September 2018 The fair value of loan shares were determined using a Black-Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $2.59 per loan share • Exercise price: $7.2917 • Grant date: 17 September 2018 • Vesting date: 16 September 2023 • Share price at grant date: $7.31 • Expected price volatility of the Company’s shares: 36% • Expected dividend yield: 0.00% • Risk free interest rate: 2.28% 86 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Fair value of interests granted – 15 November 2018 The fair value of loan shares were determined using a Black-Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $2.17 per loan share • Exercise price: $5.6582 • Grant date: 15 November 2018 • Vesting date: 14 November 2023 • Share price at grant date: $5.64 • Expected price volatility of the Company’s shares: 40% • Expected dividend yield: 0.00% • Risk free interest rate: 2.28% Fair value of interests granted – 12 March 2019 The fair value of loan shares were determined using a Black-Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $2.31 per loan share • Exercise price: $5.1234 • Grant date: 12 March 2019 • Vesting date: 11 March 2024 • Share price at grant date: $5.18 • Expected price volatility of the Company’s shares: 49% • Expected dividend yield: 0.00% • Risk free interest rate: 1.76% (ii) Options Expiry date Exercise price Balance at start of the year Granted during the year Exercised during the year Forfeited during the year Balance at end of the year Vested and exercisable at end of the year Grant date 2019 15 Nov 2018 14 Nov 2023 $5.6582 250,000 Weighted average exercise price 250,000 $5.66 - - - - - - - - - 250,000 250,000 $5.66 - - - Fair value of interests granted – 15 November 2018 250,000 options were granted for no consideration and vest based on fulfilment of specified service and performance conditions and will vest after five years if the conditions are met. The fair value of options were determined using a Black- Scholes pricing model taking into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the instrument. • Fair value at grant date: $1.86 per option • Exercise price: $5.6582 • Grant date: 15 November 2018 • Vesting date: 14 November 2023 • Share price at grant date: $5.64 • Expected price volatility of the Company’s shares: 40% • Expected dividend yield: 1.6% • Risk free interest rate: 2.28% Options issued under the plan carry no dividend and voting rights. 87 Pinnacle Investment Management26 Share-based payments (continued) (d) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of incentive expenses were as follows: Pinnacle Investment Management Group Employee Option Share Plan Pinnacle Omnibus Plan Pinnacle Long-term Employee Incentive Plan Total share-based payment transactions 2019 $’000 153 1,210 72 1,435 2018 $’000 277 - 87 364 27 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the Company and its related practices: (a) PricewaterhouseCoopers Australia (i) Audit and other assurance services Audit and review of financial statements Other assurance services: Audit of regulatory returns Audit of compliance plan - Responsible entity * Other assurance services 2019 $’000 2018 $’000 212,650 206,056 21,299 91,198 - 20,688 68,466 - Total remuneration for audit and other assurance services 325,147 295,210 (ii) Taxation services Tax services Total remuneration for taxation services (iii) Other services Other services Total remuneration of PricewaterhouseCoopers Australia Total remuneration of auditors 108,873 108,873 60,808 494,828 494,828 103,893 103,893 - 399,103 399,103 *Compliance plan audit charges are on-charged to managed funds to which responsible entity services are provided. 28 Events occurring after the reporting period On 1 July 2019, the Company entered into a convertible shareholder loan agreement with Omega, an Affiliate of the Company. The loan is for a maximum of $500,000, is interest-bearing and has a term of two years. If conversion conditions are met, the loan will convert into equity at a rate of 0.99% for every $50,000 such that if the entire loan converted to equity, the Company would own an additional 9.9% of Omega. 29 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. (a) Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future in the preparation of the financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions 88 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Estimated impairment of non-financial assets The Group tests at least annually whether assets have suffered any impairment, in accordance with the accounting policy stated in note 30(i). Where required, the recoverable amounts of assets have been determined based on value-in-use calculations. These calculations require the use of assumptions. For impairment policies regarding financial assets see notes 30(k) and 30(l). (ii) Income taxes The Group can recognise deferred tax assets relating to carried forward tax losses and deductible timing differences to the extent that it is considered probable that there will be future taxable profits relating to the same taxation authority against which the carried forward tax losses and deductible timing differences will be utilised. As at the reporting date the deferred tax assets of the consolidated entity have not been recognised on the basis that their recovery is not considered probable. (b) Critical judgements in applying the Group’s accounting policies (i) Fair value of financial assets The fair value of financial assets that are not traded in an active market is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date (refer to note 18(d) for further details). (ii) Entities subject to joint control Entities subject to joint control are not considered controlled entities for the purposes of AASB 10 on the basis that all key strategic and operational decisions require a unanimous vote by the Board of Directors (refer to note 30(b) for further details). (iii) Share-based payments The Group measures equity settled share-based payment transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by management using option pricing models that use estimates and assumptions. Management exercises judgement in preparing the valuations and these may affect the value of any share-based payments recorded in the financial statements (refer to notes 30(r)(iv) and 26 for further details). (iv) Contingencies The Group has made certain judgements and estimates relating to the contingent assets and liabilities outlined in note 19(a). These assumptions are based on all existing information available through to the date of signing the Financial Report. 30 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Pinnacle Investment Management Group Limited and its subsidiaries (“the Group”) - refer to note 20. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for profit entity for the purpose of preparing the financial statements. (i) Compliance with IFRS The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (ii) New and amended standards adopted by the Group A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of adopting the following standards: • AASB 9 Financial Instruments, and • AASB 15 Revenue from Contracts with Customers. The impact of the adoption of these standards and the new accounting policies are disclosed below. The other standards did not have any impact on the Group’s accounting policies. (iii) AASB 9 Financial Instruments – Impact of adoption The Group has adopted AASB 9 Financial Instruments from 1 July 2018. 89 Pinnacle Investment Management30 Summary of significant accounting policies (continued) AASB 9 replaces the provisions of AASB 139 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. The adoption of AASB 9 Financial Instruments from 1 July 2018 resulted in changes in accounting policies and adjustments to the amounts recognised in the financial statements. The new accounting policies are set out in notes 30(k) and 30(l). In accordance with the transitional provisions in AASB 9 (7.2.15) and (7.2.26), comparative figures have not been restated. Under the new requirements the four current categories of financial assets have been replaced with three measurement categories, namely fair value through profit and loss, fair value through other comprehensive income, and amortised cost. On 1 July 2018 (the date of initial application of AASB 9), the Group’s management has assessed which business models apply to the financial assets held by the Group and has classified its financial instruments into the appropriate AASB 9 categories. The result of this reclassification was to reclassify the available-for-sale financial asset (30 June 2018: $114,000) to financial assets at fair value through profit and loss (FVTPL). There was no impact to the classification of other financial assets or loans to joint associates (including Affiliate executives) included in other assets (current and non-current) and they will continue to be recognised at amortised cost. Financial assets held at fair value through profit or loss (including derivatives) also remain unchanged. The total impact on the Group’s retained earnings as at 1 July 2018 is as follows: Closing accumulated losses 30 June 2018 Reclassify investments from available-for-sale to FVPL Opening accumulated losses 1 July 2018 2019 $’000 (10,528) 114 (10,414) There is no impact on the Group’s accounting for financial liabilities held at fair value, as the Group does not have any such financial liabilities. Trade payables also remain unchanged. Similarly, the new hedging rules have also had no impact, as the Group does not undertake hedge accounting. The new impairment model introduces the expected credit loss (ECL) model which could result in the earlier recognition of credit losses, however there is no impact to impairment provisions to date as the expected credit loss rate is nil. See notes 30(k) and 30(l). (iv) AASB 15 Revenue from Contracts with customers – Impact of adoption The Group has adopted AASB 15 Revenue from Contracts with Customers from 1 July 2018. AASB 15 Revenue from Contracts with Customers, which replaced AASB 18 Revenue and AASB 11 Construction Contracts. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The standard establishes a more systematic approach for revenue measurement and recognition by introducing a five-step model governing revenue recognition. The five-step model requires the Group to (i) identify the contract with the customer, (ii) identify each of the performance obligations included in the contract, (iii) determine the amount of consideration in the contract, (iv) allocate the consideration to each of the identified performance obligations and (v) recognise revenue as each performance obligation is satisfied. There is no impact from the adoption of AASB 15 in relation to the timing of when the Group recognises revenues. Revenue for providing services is recognised in the accounting period when the services are rendered. Fees are not recognised where there is a risk of significant revenue reversal. (v) Early adoption of standards The Group has elected not to apply any of the pronouncements before their operative date in the annual reporting period beginning 1 July 2018. (vi) Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets, and financial assets (including derivative instruments) at fair value through profit or loss. (b) Principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Pinnacle Investment Management Group Limited as at 30 June 2019 and the results of all subsidiaries for the year then ended. Pinnacle Investment Management Group Limited and its subsidiaries together are referred to in these financial statements as the “Group” or the “consolidated entity”. 90 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 30(h)). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position, respectively. (ii) Employee share trust The Group has formed a trust to administer the Group’s employee share plans. Where the substance of the relationship is that control rests with the Group, the employee share trust is consolidated and any shares held by the trust are disclosed as treasury stock and deducted from contributed equity (refer to note 14 and note 26(a)). (iii) Entities under joint control Entities under joint control are all entities over which the Group has a shareholding of between 20% and 49.99% of the voting rights, which have been assessed to meet the classification of joint venture under AASB 11 Joint Arrangements, due to the requirement for unanimous decision making in relation to a number of strategic matters contained in the shareholders agreements. Further, the Group does not have direct rights to the assets, and obligations for the liabilities of the entities. Investments in entities under joint control are accounted for in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in entities under joint control includes goodwill (net of any accumulated impairment loss) identified on acquisition (refer to note 21). The Group’s share of the post-acquisition profits or losses and other comprehensive income of entities under joint control is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received or receivable from entities under joint control are recognised as a reduction in the carrying amount of the investment in the consolidated statement of financial position. When the Group’s share of losses in an entity under joint control equals or exceeds its interest in the entity under joint control, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the entity under joint control. Unrealised gains on transactions between the Group and entities under joint control are eliminated to the extent of the Group’s interest in the entities under joint control. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of entities under joint control have been changed where necessary to ensure consistency with the policies adopted by the Group. The carrying amounts of investments in entities under joint control is tested for impairment in accordance with the policy described in note 30(i). (iv) Changes in ownership interests The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate transactions with non-controlling interests reserve within equity attributable to owners of Pinnacle Investment Management Group Limited. When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in the consolidated statement of comprehensive income. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, entity under joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the consolidated statement of comprehensive income. 91 Pinnacle Investment Management30 Summary of significant accounting policies (continued) If the ownership interest in an entity under joint control is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. (d) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in Australian Dollars, which is also the functional and presentation currency of all entities in the Group. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income. (e) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of amounts collected on behalf of third parties. The Group recognises revenue based on the principle that revenue is recognised when control of a good or service transfers to a customer. Revenue is recognised for the major business activities as follows: (i) Service charges Revenue for providing services is recognised over time using the output method in the accounting period when the services are rendered. Fees are not recognised where there is a risk of significant revenue reversal. Where the contracts include multiple performance obligations, the transaction will be allocated based on the standalone selling prices. Consideration is payable when invoiced. (ii) Interest received or due Interest income is recognised using the effective interest method. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit- impaired. For credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the net carrying amount of the financial asset (after deduction of the loss allowance). (iii) Dividends and distributions Dividends and distributions are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence (refer to note 30(i)). (f) Income tax The income tax expense or benefit for the period is the tax payable or receivable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and entities under joint control operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. 92 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (i) Tax consolidation legislation Pinnacle Investment Management Group Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated statement of financial position. The head entity, Pinnacle Investment Management Group Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred amounts, Pinnacle Investment Management Group Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities. Details about the tax funding agreement are disclosed in note 30(z)(ii). (g) Leases Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 19). Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of comprehensive income on a straight-line basis over the period of the lease. (h) Business combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition by acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised directly in the consolidated statement of comprehensive income as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Group’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration for a business combination is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the consolidated statement of comprehensive income. (i) Impairment of non-financial assets Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount 93 Pinnacle Investment Management30 Summary of significant accounting policies (continued) exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. (j) Cash and cash equivalents For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash held in trust for clients is reported as other cash and cash equivalents and is included within trade payables. (k) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance. Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires lifetime expected losses to be recognised from initial recognition of the receivables. The expected loss rates are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are also adjusted to reflect current and forward-looking information on factors affecting the ability of the customers to settle the receivables. Trade receivables are written off if there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 180 days past due. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. Previous accounting policy for impairment of trade receivables Collectability of trade receivables were reviewed on an ongoing basis. Debts which were known to be uncollectable were written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) was used when there was objective evidence that the Group would not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 30 days overdue) were considered indicators that the trade receivable was impaired. The amount of the impairment allowance was the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables were not discounted if the effect of discounting was immaterial. The amount of the impairment loss was recognised in the consolidated statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised became uncollectable in a subsequent period, it was written off against the allowance account. Subsequent recoveries of amounts previously written off were credited against other expenses in the consolidated statement of comprehensive income. (l) Investments and other financial assets Classification and measurement The classification and measurement of financial instruments is determined by the accounting standard AASB 9 Financial Instruments. AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and liabilities, and is driven by the Group’s business model for managing the financial assets and the contractual cash flow characteristics of the financial instruments. In accordance with AASB 9 Financial Instruments: Recognition and Measurement, the Group’s investments and other financial assets are categorised in one of the three categories: amortised cost, fair value through other comprehensive income and fair value through profit or loss. (i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this 94 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019category if acquired principally for the purpose of selling in the short term. Derivatives are also carried at fair value through profit or loss unless they are designated as hedges (see note 30(m) for further details about the types of derivatives held). At initial recognition, the Group measures a financial instrument at fair value through profit or loss at its fair value. Transaction costs of financial assets and liabilities at fair value through profit or loss are expensed in the statement of comprehensive income. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in the statement of comprehensive income within net gains/(losses) on financial instruments at fair value through profit or loss in the period in which they arise. Assets in this category are classified as current assets if they are expected to be settled within 12 months, otherwise they are classified as non-current. (ii) Loans at amortised cost A financial asset is classified at amortised cost if the objective of the business model is to hold the financial asset for the collection of the contractual cash flows and the contractual cash flows under the instrument represent solely payments of principal and interest (SPPI) on the principal outstanding. This comprises loans to joint associates (including affiliate executives) which are included in other current and non-current assets within the statement of financial position. Loans are held for collection of contractual cash flows and the contractual cash flows under the instrument represent solely payments of principal and interest (SPPI) on the principal outstanding. Loans assets are measured initially at fair value plus transaction costs and subsequently at amortised cost using the effective interest rate method, less impairment losses if any. Such assets are reviewed at each reporting date to determine whether there is objective evidence of impairment. At each reporting date, the Group measures the loss allowance on loans at an amount equal to the lifetime expected credit losses if the credit risk has increased significantly since initial recognition. If, at the reporting date, the credit risk has not increased significantly since initial recognition, the Group shall measure the loss allowance at an amount equal to 12-month expected credit losses. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default in payments are all considered indicators that a loss allowance may be required. If the credit risk increases to the point that it is considered to be credit impaired, interest income will be calculated based on the gross carrying amount adjusted for the loss allowance. The amount of the impairment loss is recognised in the statement of comprehensive income on a separate line item. When a loan receivable for which an impairment allowance had been recognised becomes uncollectable in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income. Recognition and derecognition The Group recognises financial assets on the date it becomes party to the contractual agreement (trade date) and recognises changes in fair value of the financial assets from this date. Financial assets are derecognised when the right to receive cash flows from the investments has expired or the Group has transferred substantially all risks and rewards of ownership. Previous accounting policy – investments and other financial assets Classification The Group classified its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, and available-for-sale financial assets. The classification depended on the purpose for which the investments were acquired. The classification of investments was determined at initial recognition. (i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss were financial assets held for trading. A financial asset was classified in this category if acquired principally for the purpose of selling in the short term. Derivatives were classified as held for trading unless they were designated as hedges. Assets in this category were classified as current assets if they were expected to be settled within 12 months, otherwise they were classified as non-current. (ii) Loans and receivables Loans and receivables were non-derivative financial assets with fixed or determinable payments that were not quoted in an active market. They were included in current assets, except for those with maturities greater than 12 months after the reporting period, which were classified as non-current assets. Loans and receivables were included in trade and other receivables and other current assets. (iii) Available-for-sale financial assets Financial assets that were not classified into any of the other categories were included in the available-for-sale category. 95 Pinnacle Investment Management30 Summary of significant accounting policies (continued) Recognition and derecognition Regular purchases and sales of financial assets were recognised on trade-date, being the date on which the Group commits to purchase or sell the asset. At initial recognition financial assets were initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss were initially recognised at fair value and transaction costs were expensed in the consolidated statement of comprehensive income. Financial assets were derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Measurement Loans and receivables were subsequently carried at amortised cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through profit and loss were subsequently carried at fair value. Gains or losses arising from changes in fair value were recognised as follows: • For financial assets at fair value through profit and loss – in fair value gains/(losses) on financial assets at fair value through profit and loss; and • For other monetary and non-monetary securities classified as available for sale – in other comprehensive income. Fair value The fair values of quoted investments were based on current bid prices. Units in managed funds were valued at the pre- distribution exit price at year end. If the market for a financial asset was not active (and for unlisted securities) the Group established fair value by using valuation techniques. These include reference to recent arm’s-length transactions or to other instruments that are substantially the same, discounted cash flow analysis and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs. Impairment The Group assessed at each balance date whether there was objective evidence that a financial asset or group of financial assets was impaired. A financial asset or a group of financial assets was impaired and impairment losses were incurred only if there was objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) had an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. • Assets carried at amortised cost If there was objective evidence of impairment for any of the Group’s financial assets carried at amortised cost, the loss was measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset was reduced and the loss recognised in the consolidated statement of comprehensive income. If, in a subsequent period, the amount of the impairment loss decreased and the decrease can be related objectively to an event that occured after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss was recognised in the consolidated statement of comprehensive income. • Assets classified as available-for-sale If there was objective evidence of impairment for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss was removed from equity and recognised in profit or loss. Impairment losses on equity instruments that were recognised in profit or loss were not reversed through profit or loss in a subsequent period. If the fair value of a debt instrument classified as available-for-sale increased in a subsequent period and the increase could be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss was reversed through profit or loss. (m) Derivative financial instruments Derivative instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value through profit and loss at each reporting date. Derivative instruments include equity futures, interest rate futures and equity options. The Group enters into transactions in certain derivative financial instruments which have certain risks. A derivative is a financial instrument or other contract which is settled at a future date and whose value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index or other variable. 96 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Derivative financial instruments require no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors. Derivative transactions include many different instruments such as forwards, futures and options. The Group uses derivatives to manage its exposure to equity investments held. The Group holds the following derivative instruments: (a) Futures Futures are contractual obligations to buy or sell financial instruments on a future date at a specified price established in an organised market. The futures contracts are collateralised by cash or marketable securities. Changes in futures contracts’ values are usually settled net daily with the exchange. (n) Property, plant and equipment All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or in the case of leasehold improvements, the shorter lease term as follows: • Plant and equipment • Furniture and fittings 2 - 5 years 2 - 5 years • Leasehold improvements 3 - 10 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 30(i)). Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in the consolidated statement of comprehensive income. (o) Intangible assets IT development and software Costs incurred in developing products or systems and acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. The costs capitalised are external direct costs of materials and services, and where applicable the direct payroll and payroll related costs of employees’ time spent on the project. Amortisation is calculated on a straight-line basis over periods generally ranging from 3 to 5 years from the point at which the asset is ready to use. IT development costs include only those costs directly attributable to the development phase that can be reliably measured and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. (p) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (q) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. 97 Pinnacle Investment Management 30 Summary of significant accounting policies (continued) (r) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months after the end of each reporting period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Other long-term employee benefit obligations The liabilities for long service leave and annual leave, which are not expected to be settled wholly within 12 months after the end of the reporting period in which the employees render the related service, are recognised in the provision for employee benefits. They are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Remeasurement as a result of experience adjustments and changes in assumption are recognised in the consolidated statement of comprehensive income. The obligations are presented as current liabilities in the consolidated statement of financial position if the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur. (iii) Retirement benefit obligations Contributions to defined contribution funds are recognised as an employee benefits expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. The Group has no further payment obligations once the contributions have been paid. (iv) Share-based payments Share-based compensation benefits are provided to certain employees via the Pinnacle Investment Management Group Employee Option Share Plan, the Pinnacle Omnibus Plan, and where applicable, WHIG long-term incentive share plan and Pinnacle long-term employee incentive agreements. Information relating to these schemes is set out in note 26. The fair value of options and rights granted under the plans is recognised as an employee benefits expense with a corresponding increase in share-based payments reserve. The total amount to be expensed is determined by reference to the fair value of the options and rights granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market performance vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options and rights that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to the share- based payment reserve. The plan is administered by AET Structured Finance Services Pty Ltd, see note 30(b)(ii). When the options are exercised, the trust transfers the appropriate amount of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly to equity. The fair value at grant date of the plans is determined using option pricing models that take into account the exercise price, the vesting period, the vesting and performance criteria, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield, and the risk free interest rate for the vesting period. (v) Profit-sharing and bonus plans The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. (vi) Termination benefits Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of terminations 98 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value. (vii) Long-term employee incentive agreements The Group has long-term employee incentive schemes which enable certain employees of the Group, under full recourse and limited recourse loan arrangements, to acquire PNI shares. The schemes are designed to align the interests of the employees with those of shareholders. The fair value of the limited recourse loan arrangements under the long-term employee incentive schemes are recognised as an employee benefits expense with a corresponding increase in share-based payment reserve. The total amount to be expensed is determined by reference to the fair value of the limited recourse loan arrangements, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non- market performance vesting conditions. The total expense is recognised over the vesting period, which is the period over all of the specified vesting conditions are to be satisfied. The inflows and outflows associated with these arrangements are accounted for on a net basis, as the arrangements are expected to be settled net. Certain entities under joint control have similar incentive schemes and Pinnacle may provide cash funding to certain employees of these entities in order for the employees to acquire shares in the entities. Pinnacle accounts for these contributions as investments in entities under joint control. Remuneration of the employees is recorded in the entities under joint control and Pinnacle records its share of the profits or losses of these entities upon equity accounting. A liability is recorded to the extent that Pinnacle has a net obligation to the employee of a jointly controlled entity under the employee contract. (s) Contributed equity Ordinary shares are classified as equity (note 14). Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (t) Dividends Provision is made for the amount of any dividend declared being appropriately authorised and no longer at the discretion of the Group, on or before the end of the reporting period but not distributed at the end of the reporting period. (u) Earnings per share (i) Basic earnings per share Basic earnings after tax per share is calculated by dividing: • the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by; and • the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (see note 14(d)). (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: • the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and • the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (v) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flows. (w) Disposal group held for sale and discontinued operations The assets and liabilities of the disposal group are classified as held-for-sale and stated at the lower of carrying amount and fair value less costs of disposal if their carrying amount is to be recovered principally through a sale transaction rather than continuing use. 99 Pinnacle Investment Management30 Summary of significant accounting policies (continued) Assets of the disposal group classified as held-for-sale are presented separately from other assets in the consolidated statement of financial position. The liabilities of the disposal group classified as held-for-sale are presented separately from other liabilities in the consolidated statement of financial position. A discontinued operation is a component of the Group’s business that has been disposed of or is classified as held-for-sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the consolidated statement of comprehensive income. (x) Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial / Director’s Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (y) New accounting standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published which are not mandatory for 30 June 2019 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out below. (i) AASB 16 Leases (effective from 1 January 2019) AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The standard is mandatory for financial years commencing on or after 1 January 2019. The standard is applicable for the first time in the 2020 financial year and will affect the accounting for the Group’s property leases by bringing them on balance sheet. As at the reporting date, the Group has non-cancellable operating lease commitments of $4.3 million (see note 19(b)(ii)). For the remaining leave commitments, the Group expects to recognise right-of-use assets of approximately $4.3 million on 1 July 2019 and lease liabilities of $4.3 million. Overall, net assets will be unchanged, however net current assets will be $1.6 million lower due to the presentation of a portion of the liability as a current liability. The Group does not intend to adopt the standard before its effective date. There are no other standards that are not yet effective that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. (z) Parent Entity financial information The financial information for the Parent Entity, Pinnacle Investment Management Group Limited, disclosed in note 22 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the financial statements of Pinnacle Investment Management Group Limited. (ii) Tax consolidation legislation Pinnacle Investment Management Group Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation – refer note 30(f)(i). The entities have entered into a tax funding agreement under which the wholly owned entities fully compensate Pinnacle Investment Management Group Limited for any current tax payable assumed and are compensated by Pinnacle Investment Management Group Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Pinnacle Investment Management Group Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. (iii) Share-based payments The grant by the Parent Entity of options over its equity instruments to the employees of subsidiaries in the Group is treated as a capital contribution to that subsidiary. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investments in subsidiaries, with a corresponding credit to share-based payment reserve. 100 08 Financial Statements/Notes to the consolidated financial statements (continued)Annual Report 2019Directors’ declaration 09/12 Directors’ Declaration In the directors’ opinion: (a) the financial statements and notes set out on pages 51 to 100 are in accordance with the Corporations Act, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and of its performance for the year ended on that date, and (b) there are reasonable grounds to believe that Pinnacle Investment Management Group Limited will be able to pay its debts as and when they become due and payable. Note 30(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act. This declaration is made in accordance with a resolution of the directors. A Watson Chair Sydney 6 August 2019 101 Pinnacle Investment ManagementIndependent auditor’s report to the members 10/12 Independent Auditor’s Report 102 Annual Report 2019Independent auditor’s report Independent auditor’s report To the members of Pinnacle Investment Management Group Limited To the members of Pinnacle Investment Management Group Limited Report on the audit of the financial report Report on the audit of the financial report Our opinion In our opinion: Our opinion The accompanying financial report of Pinnacle Investment Management Group Limited (the In our opinion: Company) and its controlled entities (together the Group) is in accordance with the Corporations The accompanying financial report of Pinnacle Investment Management Group Limited (the Act 2001, including: Company) and its controlled entities (together the Group) is in accordance with the Corporations (a) Act 2001, including: giving a true and fair view of the Group's financial position as at 30 June 2019 and of its financial performance for the year then ended giving a true and fair view of the Group's financial position as at 30 June 2019 and of its complying with Australian Accounting Standards and the Corporations Regulations 2001. financial performance for the year then ended (a) (b) the consolidated statement of financial position as at 30 June 2019 complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) What we have audited The Group financial report comprises: What we have audited  The Group financial report comprises:             the consolidated statement of comprehensive income for the year then ended the consolidated statement of financial position as at 30 June 2019 the consolidated statement of profit or loss for the year then ended the consolidated statement of comprehensive income for the year then ended the consolidated statement of changes in equity for the year then ended the consolidated statement of profit or loss for the year then ended the consolidated statement of cash flows for the year then ended the consolidated statement of changes in equity for the year then ended the notes to the consolidated financial statements, which include a summary of significant the consolidated statement of cash flows for the year then ended accounting policies the notes to the consolidated financial statements, which include a summary of significant the directors’ declaration. accounting policies  Basis for opinion the directors’ declaration. We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities Basis for opinion under those standards are further described in the Auditor’s responsibilities for the audit of the We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities financial report section of our report. under those standards are further described in the Auditor’s responsibilities for the audit of the financial report 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of Independence the Corporations Act 2001 and the ethical requirements of the Accounting Professional and We are independent of the Group in accordance with the auditor independence requirements of Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that the Corporations Act 2001 and the ethical requirements of the Accounting Professional and are relevant to our audit of the financial report in Australia. We have also fulfilled our other Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that ethical responsibilities in accordance with the Code. are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Liability limited by a scheme approved under Professional Standards Legislation. 103 Pinnacle Investment Management 10 Independent Auditor’s Report (continued) Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. During the year, the Group’s operations included thirteen affiliated fund managers (“the Pinnacle Affiliates”) with differing investment styles and offerings. The Group also provides distribution services, business support and responsible entity services to the Pinnacle Affiliates and external parties via subsidiaries. The Group has minority shareholdings in the Pinnacle Affiliates and has assessed them to be joint ventures due to the requirement for unanimous decision making in relation to a number of strategic matters contained in the shareholders agreements. The financial results of the Group consolidate the subsidiaries and apply equity accounting to the Pinnacle Affiliates. Materiality  For the purpose of our audit we used overall Group materiality of $1.5 million, which represents approximately 5% of the Group’s profit before tax from continuing operations.  We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole.  We chose Group profit before tax from continuing operations because, in our view, it is the benchmark against which the performance of the Group is most commonly measured.  We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. 104 104 Annual Report 2019 Audit Scope  Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.  We audited the most financially significant subsidiaries within the Group, being Pinnacle Investment Management Limited, Pinnacle Funds Services Limited and Pinnacle RE Services Limited. We performed targeted audit procedures over the remaining significant balances and we performed further audit procedures over the consolidation process.  We performed an audit of each of the financially significant Pinnacle Affiliates on a stand- alone basis. In establishing the overall approach to the Group audit, we considered the type of work that needed to be performed by us, as the Group’s auditor, or by the component auditors operating under instructions.  We audited the Group’s equity accounting for the Pinnacle Affiliates, including the Group’s share of net profit of jointly controlled entities accounted for using the equity method and the Group’s investments accounted for using the equity method recognised in the Group financial statements. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee. Key audit matter How our audit addressed the key audit matter Performance fee revenue of Pinnacle Affiliates (Refer to note 30(b)(iii) Summary of significant accounting policies) Pinnacle Affiliates’ funds under management have the potential to earn performance fees, based on an assessment of performance relative to benchmarks. These benchmarks are agreed between the Affiliates and their clients, and set out in relevant Product Disclosure Statements. This was a key audit matter because the performance fee revenues recognised by Pinnacle Affiliates are material in nature, and the variability of returns can be significant. This performance fee revenue has a significant impact on the Group’s share of net profits of jointly controlled entities accounted We performed the following procedures, amongst others: ● Tested a sample of calculated performance fees as follows: ○ Assessed whether the calculation methodologies utilised by management were in accordance with the contractual arrangements, the Group accounting policy, and the requirements of Australian Accounting Standards. ○ Compared the hurdle rates and accumulated deficiency clauses back to the relevant contracts. ○ Obtained audit evidence from relevant external sources to assess key inputs into the calculations (e.g. for net asset values and fund returns). 105 105 Pinnacle Investment Management 10 Independent Auditor’s Report (continued) Key audit matter How our audit addressed the key audit matter for using the equity method. ○ Taking into account inputs into the Additionally, during the year the Group and its Affiliates adopted new revenue accounting policies due to the mandatory introduction of AASB 15 Revenue for Contracts with Customers. This required additional management analysis to ensure the performance fee revenue was recognised and measured appropriately in accordance with the new accounting policies. Carrying values of investments in Affiliates (Refer to note 21(a) Investments accounted for using the equity method - Carrying amounts) $113,351K Investments in Affiliates are recorded in the Group’s balance sheet at cost, with Pinnacle's share of profits/(losses) of each Affiliate increasing/(decreasing) the carrying value of its’ investment and dividends received reducing the investment carrying amount. Pinnacle is also required to assess the carrying value of the investment in each Affiliate at each balance date for any indicators of impairment. If the carrying value is deemed to be higher than the fair value of Pinnacle's share in the Affiliate, Pinnacle is required to impair the investment carrying amount to its fair value. This was a key audit matter because of the size of these investment balances and because the movements which make up those investment balances are significant. calculation, recalculated the performance fees. ○ Traced the performance fee revenue to subsequent cash receipts. ● Assessed the adequacy of revenue disclosures in light of the requirements of Australian Accounting Standards. We performed the following procedures, amongst others: ● Evaluated the accounting for acquisitions of investments in Affiliates during the year, as follows: ○ Agreed key terms and transaction details to relevant source documents. ○ Assessed the appropriateness of the classification and accounting treatment of the investment in each new Affiliate with reference to Australian Accounting Standards. ○ Assessed on a sample basis the mathematical accuracy of management’s calculations used to measure and record each acquisition. ● Evaluated the changes in the carrying value of investments in Affiliates during the year, as follows: ○ Performed individual audits over the underlying Affiliate financial information, using component auditors where required. ○ Considered the appropriateness of any adjustments made to Affiliate financial information in light of Australian Accounting Standards. ○ Reperformed the equity method of accounting calculations for a sample of investments. ● Evaluated the Group’s impairment indicator assessments at balance date, as follows: 106 106 Annual Report 2019 Key audit matter How our audit addressed the key audit matter ○ Assessed on a sample basis the mathematical accuracy of management’s calculations. ● Traced key assumptions used in management’s assessments (comparable publicly available net profit after tax multiples) to external sources. Our audit procedures included the following, amongst others: ● Compared the terms and conditions in the signed agreements for all options and performance rights issued to directors and employees during the financial year to those included in the share-based payment expense calculations. ● Assessed whether key inputs such as, spot price, strike price, vesting period, share price volatility, risk free rates, and dividend yields, which are used in the calculations for the performance rights and share option valuation models (“model”), by comparing to observable market data or the signed agreements. ● Recalculated a sample of calculations from the model to assess mathematical accuracy. ● Assessed whether the share based payment expense was recognised over the appropriate vesting period by comparing to the contractual terms and assessing the likelihood of performance and service obligations being met. ● Evaluated the adequacy of disclosures in the financial report in light of the requirements of Australian Accounting Standards. Accounting for Omnibus Incentive Plan (Refer to note 26 (c) Share based payments - Pinnacle Omnibus Plan) $1,210K During the year the Group provided benefits to employees (including executive and non- executive directors) in the form of a new long term incentive plan called the Omnibus Incentive Plan. Under this plan, options, performance rights and loan funded shares were issued to directors and employees. The performance rights and options only vest if certain service and performance conditions are met. These transactions are classified by the Group as equity-settled share-based payment transactions. This was a key audit matter because accounting for share based payments requires judgement in determining the fair value of these equity instruments on grant date, assessing the likelihood of specific performance hurdles being met, and the vesting period over which the share based payment should be recognised. It also relates to the remuneration of Key Management Personnel, which we consider material by nature. 107 107 Pinnacle Investment Management 10 Independent Auditor’s Report (continued) Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's report. 108 108 Annual Report 2019 Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 34 to 44 of the directors’ report for the year ended 30 June 2019. In our opinion, the remuneration report of Pinnacle Investment Management Group Limited for the year ended 30 June 2019 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Ben Woodbridge Partner Brisbane 6 August 2019 109 109 Pinnacle Investment Management 11/12 Shareholder Information The shareholder information set out in the following pages is correct as at 2 August 2019. 110 Annual Report 2019Ordinary fully paid shares (total) Range of Units Snapshot Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 9,999,999,999 Rounding Total Unmarketable parcels Range No. of shareholders No. of shares % of issued Captial 957 1,468 523 544 137 448,555 4,168,111 3,832,414 16,257,196 158,162,011 3,629 182,868,287 Minimum parcel size No. of shareholders 0.25 2.28 2.10 8.89 86.49 -0.01 100.00 Units 7318 Minimum $ 500.00 parcel at $ 4.10 per unit 122 172 Twenty largest shareholders Rank Name Units % of Units 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Macoun Generation Z Pty Ltd HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Warragai Investments Pty Ltd Macoun Superannuation Pty Ltd Andrew and Fleur Chambers BNP Paribas Noms Pty Ltd Kinauld Pty Ltd Mr Alexander William Macdonald Grant Mr Adrian Whittingham Usinoz Pty Ltd AJF Squared Pty Ltd National Nominees Limited BNP Paribas Noms Pty Ltd Mr David Francis Cleary Earlston Nominees Pty Ltd Mr David Noel Groth Citicorp Nominees Pty Limited Mark Cormack and Melanie Cormack Mr Barry Athol Bicknell 20,896,469 19,638,913 16,370,396 7,040,000 5,903,323 5,525,414 5,491,278 4,810,000 4,670,090 4,325,414 3,934,463 3,866,484 3,355,325 3,100,918 2,907,149 2,870,000 2,811,224 2,351,537 1,585,435 1,225,000 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) 122,678,832 Total remaining holders balance 60,189,455 11.43 10.74 8.95 3.85 3.23 3.02 3.00 2.63 2.55 2.37 2.15 2.11 1.83 1.70 1.59 1.57 1.54 1.29 0.87 0.67 67.09 32.91 111 Pinnacle Investment Management10 Shareholder Information (continued) Substantial shareholdings The names of the shareholders who have notified the Company of a substantial holding in accordance with section 671B of the Corporations Act are: No. of shares % of issued shares 27,654,085 18,950,000 15.12% 10.36% Substantial shareholder Ian Macoun and associates Steve Wilson and associates Voting rights Upon a poll each share shall have one vote. Options and performance rights on issue Distribution of securities Options There are 3,804,365 options on issue as at 5 August 2019. The options are held by: A&T Structured Finance Services Pty Ltd as trustee for the Pinnacle Investment Management Group Employee Option Share Plan; Redback Capital Pty Ltd; Headlands Nominees Pty Ltd; Roys Peak Pty Ltd; Fist Family Pty Ltd; Kyle Macintyre and Daniella Macintyre. The options are not listed. Performance rights There are 21,445 performance rights on issue as at 5 August 2019. The performance rights are held by: Alan Watson; Dab Hand Pty Ltd; Ronald Berends and Gerard Bradley 112 Annual Report 201912/12 Corporate Directory Pinnacle Investment Management Group Limited Incorporated in Queensland on 23 April 2002 ABN 22 100 325 184 Directors Alan Watson, Chair Ian Macoun, Managing Director (from 17 August 2016; executive director from 25 August 2016) Deborah Beale AM Lorraine Berends Gerard Bradley Andrew Chambers Adrian Whittingham General Counsel and Company Secretary Calvin Kwok Chief Financial Officer and Chief Operating Officer Alex Ihlenfeldt Share Registry Computershare Investor Services Pty Limited Level 1, 200 Mary Street Brisbane QLD 4000 Telephone 1300 850 505 ASX Code PNI Shares are listed on the Australian Securities Exchange Bankers Commonwealth Bank of Australia Auditor PricewaterhouseCoopers 113 Pinnacle Investment Management114 Annual Report 2019Pinnacle Investment Managementwww.pinnacleinvestment.com Australia Brisbane Registered Office Level 19, 307 Queen Street Brisbane QLD 4000 Telephone 1300 651 577 Sydney Level 35, 60 Margaret Street Sydney NSW 2000 Telephone 1300 651 577 Melbourne Level 18, 567 Collins Street Melbourne VIC 3000 United Kingdom London 7th Floor Dashwood House 69 Old Broad Street, London RC2M 1QS 

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