FY13 Tigerair Annual Report
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contents 1 corporate information 2 operational and fi nancial highlights 3 chairman’s statement 5 review of operating and fi nancial performance 10 board of directors 16 senior management 18 fi nancial contents (including corporate governance) 94 interested person transactions 95 material contracts 96 use of proceeds 97 shareholders’ information 99 disclosure note 100 notice of annual general meeting proxy form corporate information board of directors remuneration committee Mr. Joseph Yuvaraj Pillay Mr. Hsieh Fu Hua (Chairman) Independent Director and Chairman Mr. de Vaz Don Emmanuel Maurice Rosairo Mr. Koay Peng Yen Ms. Rachel Eng Yaag Ngee Executive Director and Group Chief Executive Officer Mr. Joseph Yuvaraj Pillay Mr. de Vaz Don Emmanuel Maurice Rosairo Mr. Yap Chee Keong Independent Director Ms. Rachel Eng Yaag Ngee risk management committee Independent Director Mr. Joseph Yuvaraj Pillay (Chairman) Mr. Hsieh Fu Hua Mr. Hsieh Fu Hua Independent Director Mr. Lang Tao Yih Arthur Mr. Lang Tao Yih Arthur Mr. Po’ad Bin Shaik Abu Bakar Mattar Independent Director Capt. Gerard Yeap Beng Hock Mr. Lee Chong Kwee Independent Director company secretary Ms. Joyce Fong Mr. Po’ad Bin Shaik Abu Bakar Mattar Independent Director registered office Mr. Yap Chee Keong 17 Changi Business Park Central 1 Independent Director #04-06/09 Honeywell Building Singapore 486073 Capt. Gerard Yeap Beng Hock Telephone number: +65 6422 2200 Non-Independent Director Facsimile number: +65 6422 2310 audit committee bankers Mr. Po’ad Bin Shaik Abu Bakar Mattar (Chairman) Australia and New Zealand Banking Group Limited Mr. de Vaz Don Emmanuel Maurice Rosairo DBS Bank Ltd Standard Chartered Bank Mr. Lee Chong Kwee United Overseas Bank Limited Mr. Yap Chee Keong Westpac Banking Corporation executive committee share registrar and share transfer office Mr. Joseph Yuvaraj Pillay (Chairman) Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place Mr. de Vaz Don Emmanuel Maurice Rosairo #32-01 Singapore Land Tower Mr. Hsieh Fu Hua Singapore 048623 Mr. Koay Peng Yen Telephone number: +65 6536 5355 Facsimile number: +65 6536 1360 Mr. Lee Chong Kwee nominating committee auditors Mr. Hsieh Fu Hua (Chairman) Ernst & Young LLP Mr. de Vaz Don Emmanuel Maurice Rosairo Public Accountants and Certified Public Accountants One Raffles Quay Ms. Rachel Eng Yaag Ngee North Tower, Level 18 Mr. Joseph Yuvaraj Pillay Singapore 048583 Mr. Yap Chee Keong Audit Partner-In-Charge: Low Bek Teng Date of appointment: Appointed since financial year ended 31 March 2011 1 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 operational and fi nancial highlights operational highlights FY13 FY12 % change Passengers booked (thousands)(1) 6,848 5,465 25.3 Revenue passenger-kilometres, RPK (millions)(2) 10,827 8,494 27.5 Available seat-kilometres, ASK (millions)(3) 12,907 10,447 23.5 Passenger load factor, RPK/ASK (%) 83.9 81.3 2.6 ppt Breakeven load factor (%) 84.8 93.4 (8.6) ppt Revenue per RPK (cents) 7.85 7.19 9.2 Cost per ASK (cents) 6.65 6.72 (0.9) Average number of aircraft(4) 30 28 6.7 Number of sectors flown 45,694 37,212 22.8 Average sector length flown (kilometres)(5) 1,569 1,558 0.7 Aircraft utilisation (block hours per aircraft per day) 10.8 9.0 19.4 financial highlights FY13 FY12 % change Income Statement ($ million) Total revenue 866 618 40.1 Total expenses 859 702 22.4 Operating profit/(loss) 7 (83) NM Profit/(Loss) after tax (45) (104) 56.5 Earnings/(Loss) per share (cents) Basic(6) (5.53) (14.94) 63.0 Diluted(7) (5.53) (14.94) 63.0 Key Financial Ratios Operating profit/(loss) margin (%)(8) 0.8 (13.5) 14.3 ppt Return on average equity (%)(9) (20.3) (47.1) 26.8 ppt Net debt/average equity(10) 1.8 1.9 (7.0) Statement of Financial Position ($ million) as at 31-Mar-13 as at 31-Mar-12 Total assets 1,049 1,072 (2.2) Total equity 199 249 (20.1) Cash 117 161 (27.1) Debt 514 584 (11.9) "NM" refers to Not Meaningful Group refers to Tiger Airways Holdings (the "Company") and its subsidiaries, including Tiger Airways Singapore ("Tiger Singapore") and Tiger Airways Australia ("Tiger Australia"). The Group's financial year is from 1 April to 31 March. Throughout this report, all figures are in Singapore Dollars, unless stated otherwise. Financial year ended 31 March 2014 is referred to as FY14, financial year ended 31 March 2013 is referred to as FY13 while financial year ended 31 March 2012 is referred to as FY12. (1) Number of paying passengers booked on Tiger Singapore and Tiger Australia. (2) Number of paying passengers booked on scheduled flights multiplied by the number of kilometres flown. (3) Number of seats on scheduled flights multiplied by the number of kilometres flown. (4) Average number of aircraft operated by Tiger Singapore and Tiger Australia. (5) Average number of kilometres flown per sector. (6) Computed based on the weighted average number of ordinary shares outstanding during the year. (7) Computed based on the weighted average number of ordinary shares in issue, after adjusting for the effects of dilutive options and awards under the equity compensation plan. (8) Computed based on operating profit/(loss) divided by total revenue. (9) Computed based on profit/(loss) after tax divided by average total equity. (10) Computed based on borrowings less cash divided by average total equity. 2 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 chairman’s statement Introduction In this second year under fresh leadership, the Tiger Group consolidated its efforts to improve governance in the interest of sustainability. The Group reversed the large operating loss of $83 million in FY2012, turning in a profit of $7 million. That surplus was not enough to avoid a net loss after tax of $45 million. 2 The established cubs of Tiger Singapore and Tiger Australia were joined by Tiger Mandala (Indonesia) and Tiger Philippines. Tiger Singapore TR 3 Tiger Singapore powered ahead with growth of 15.5% in available seat-kilometres, 20.3% in revenue passenger- kilometres and 32.5% in top line revenue. Tiger Singapore will continue to expand briskly in the coming year. Rapid growth of this magnitude over a sustained period of time does introduce organisational stresses. Nonetheless we are confident that through improvements in organisation, structure, staffing and processes, Tiger Singapore will be able to sustain the standard and quality of its service. Tiger Australia TT 4 By October 2012, Tiger Australia had emerged from the long shadow of suspension and regulatory restrictions that fell on it in July 2011. It is now completely free to operate where and when it wants domestically. 5 We are in the sixth year of operation in Australia, but have yet to justify our presence financially. That melancholic reality led the Board of Tiger Airways Holdings to the realisation that it needed a strong partner, and accordingly accepted an offer by Virgin Australia to take a 60% stake in TT. Negotiations were completed speedily and approval granted, rather less speedily, by the Australian Competition and Consumer Commission soon after the end of the financial year. 6 Subsequently, the deal was approved by the Foreign Investment Review Board, and is expected to be closed by mid-July. TT will be run as an independent company and will continue using the Tiger brand name under a licensing agreement. Tiger Mandala and Tiger Philippines 7 Tiger Airways Holdings invested in Tiger Mandala and Tiger Philippines in January and August 2012 respectively. The potential is vast in those largest two countries of ASEAN. Robust growth in incomes and wealth will powerfully drive their aviation industries. We intend to create the sinews of a robust organisation in each entity to take advantage of those opportunities. The Future 8 While the emphasis in coming years will be on consolidating the new cubs, we keep an open mind on entering new ventures overseas. Benefiting from the painful lessons of the past, we shall prepare the ground patiently before committing valuable resources. 9 We have largely recovered from the traumas of the past, have improved governance, and introduced a new spirit of service and accountability in the organisation. It may be premature to claim that we have decisively turned the corner, yet. But we may be justified in saying that the Group has started the process, with results expected to flow through in a couple of years, or earlier. Fund Raising 10 One of the highlights of the year was the successful fund-raising in the capital market. Through a rights issue and a perpetual convertible security, we raised almost $300 million. The purpose was to strengthen our balance sheet. We now have the resources to pursue our expansion plans with confidence. 11 The Board expresses its gratitude to shareholders for their valuable support. 3 tiger airways holdings limited annual report 2013 fi nancial year ended 31 march 2013 chairman’s statement People 12 We welcomed a new CEO in August, Koay Peng Yen. Peng Yen arrived with no previous aviation experience, having spent most of his career in shipping, a not unrelated transport sector. What impressed the Board was his perceived broad leadership capabilities and empathy with the business culture of South East Asia, our principal arena of activity in coming years. The Board is reassured by his brisk performance since taking the reins. 13 The Board is deeply indebted to Peng Yen’s predecessor, Chin Yau Seng, a secondee from Singapore Airlines, who entered at the epicentre of the crisis in July 2011.