Professional Documents
Culture Documents
transforming
flybe
Flybe Group plc
Annual Report 2014
PH
456M
PH
108M
H
70MP
6601_Flybe_AR_2014_Cover2.indd 2-4
11/06/2014 15:17
Flybe at a glance
Key financial highlights
2014
m
868.4
(247.9)
620.5
2013
(restated)
m
781.5
(167.2)
614.3
1.7
(23.6)
8.3
8.1
8.0
(33.1)
(41.1)
(42.2)
Overview
Flybe at a glance
Introducing our new CEO
Strategic report
Chairmans statement
Business model
Chief Executive
Officers statement
Business review
Strategy and KPIs
The Purple Way
Financial review
Risks and uncertainties
Corporate responsibility
Governance
Chairmans statement
on corporate governance
Board of Directors
Corporate governance
Audit Committee report
Directors report
Directors remuneration
Statement of
Directors responsibilities
6601_Flybe_AR_2014_Cover2.indd 5-7
IFC
2
8
12
14
16
19
20
21
34
38
45
46
49
58
63
66
84
Acknowledgments
Flybe would like to thank all those who participated in producing this report,
particularly the members of staff for their contributions.
This report is available on our website: www.flybe.com/corporate/investors/
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11/06/2014 15:17
Overview
Strategic report
Governance
Delivering on
Flybes turnaround
Delivering connectivity
for the UK regions
Financial and
other information
Overview
Strategic report
Governance
Financial and
other information
>>Flybe
>>There
>>Finnairs
>>Flybes
>>During
Overview
Strategic report
Governance
Financial and
other information
Overview
Strategic report
Governance
Financial and
other information
60:60
Guarantee
Safety: no compromises
Teamwork: One Flybe; collaboration as a way of life
Alignment: embrace our goals and the The Purple Way
and act with urgency
Responsibility: take accountability and ownership
Chairmans statement
Overview
Strategic report
Governance
Financial and
other information
Board
Chairmans statement
Continued
General outlook
Corporate governance
Results
10
Simon Laffin
Chairman
Overview
Strategic report
Governance
Financial and
other information
PH
456M
PH
108M
H
70MP
11
Our twin-engine
business model
Our
Business
Regional
branded
airline
White
label
airline
Core proposition
ffordable, time-saving air travel with regional
A A
and international connectivity for both business
and leisure.
12
Core proposition
B
Strategic report
Overview
To become
Europes
best local
airline
Safe operations
Safety is Flybes number one priority.
Aircraft under
management
10 98
Financial and
other information
Countries
Governance
Passengers
over
Routes
over
Airports
over
7.7m 200 64
13
Overview
A reinvigorated Flybe
This year has seen a significant turnaround in
financial performance as a result of the efforts taken
to restructure the business. The 150.1m net raised in
March 2014s Firm Placing and Placing and Open Offer
provides Flybe with strength and a firm foundation for
profitable growth.
Flybes structure and activities
As reported in our H1 2013/14 results announcement
on 11 November 2013, the Groups divisions have been
removed and the business has been refocused into
One Flybe. We report three business segments:
ONE FLYBE
Flybe UK
UK
scheduled
airline
operations
UK
contract
flying
operations
MRO
Training
Academy
Flybe
Aviation
Services
Finland
Finnish
scheduled
airline
operations
Finnish
contract
flying
operations
14
Overview
Strategic report
Governance
Financial and
other information
868.4m 7.7m
revenue under management
up from 781.5m in 2012/13
scheduled passengers
up from 7.2m in 2012/13
2013
2014 (restated)
m
m
Change
%
868.4 781.5
(247.9) (167.2)
620.5 614.3
11.1
48.3
1.0
55.7
98.9
63.5
1.7
8.1
8.0
(23.6)
(41.1)
(42.2)
n/m
n/m
n/m
7.3
116.9
(1.6)
(66.3)
n/m
n/m
Results
Flybe delivered a result for the year in line with
market expectations. Revenue under management,
including the full year impact of increased white label
flying in Flybe Finland, increased 11.1% to 868.4m
(2012/13: 781.5m). Group revenue increased 1.0%
to 620.5m (2012/13: 614.3m). Adjusted EBITDAR
before restructuring costs increased by 55.7% to
98.9m (2012/13: 63.5m), with an adjusted profit
before tax, gains on revaluation of USD aircraft loans,
net restructuring costs and surplus capacity costs of
1.7m (2012/13: loss of 23.6m) and a reported profit
before tax of 8.1m (2012/13: loss of 41.1m).
This significant improvement in Flybes trading
performance resulted mainly from the Turnaround
Plans announced in January and May 2013, and the
People
Our Turnaround Plan has involved considerable efforts
to reduce the cost base of the business. Unfortunately,
this process has resulted in the departure of over
1,100 people from the business through redundancy,
resignation or transfer to other organisations under
TUPE arrangements. While only nine of these
redundancies were compulsory, I do not underestimate
the effect of these difficult decisions on those staff
leaving and the friends and colleagues whom they
left behind.
On behalf of the entire Board, I would like to thank all
of our employees both past and present for their hard
work, support and resilience through what has proved
to be a very challenging period for the business
and its people.
Summary
2013/14 marks the rebirth of Flybe. Our turnaround
plan has enabled the business to return to profitability.
With our strengthened balance sheet following the
150.1m net fund raise, we can leverage our position as
Europes largest regional airline and start to implement
our twin-engine strategy of growing our UK branded
business and our white label operations across Europe.
With the strengthening of our balance sheet, the Group
is now stronger than it has ever been and is well placed
to deliver future profitable growth and become
Europes best local airline.
Saad Hammad
Chief Executive Officer
15
Business review
Flybe UK
Costs
Configuration
16
Commercialisation
Overview
Strategic report
55.1%
>>In
Confidence
Governance
Financial and
other information
28.3%
17
Business review
Flybe Finland and MRO
Flybe Finland
18
Saad Hammad
Chief Executive Officer
Strategic report
Overview
Governance
Financial and
other information
Key measures
Customer
satisfaction
Description
Key measures
Expand
white label
services in
Europe
19
Exeter
weekend
away
Manchester
Client
meeting
Start
Safety
Teamwork
Alignment
Responsibility
Transparency
Edinburgh
Conference
By spreading
our wings but still
staying disciplined
3
Guernsey
School
holiday
London
Family
reunion
Viva Flybe!
20
Overview
Strategic report
Governance
Financial and
other information
Financial review
1.7m
8.1m
>>The
Andrew Knuckey
Chief Financial Officer
21
Financial review
Continued
>>Flybe
>>In
>>Group
22
Operating profit/(loss)
unadjusted
Depreciation and
amortisation 2
Aircraft rental charges
EBITDAR unadjusted
Net restructuring
costs reported in the
income statement
Adjusted EBITDAR before
net restructuring costs
2014
m
2013
(restated)
m
Change
%
0.8
(34.6)
n/m
14.3
83.6
98.7
12.0
78.1
55.5
19.2
7.0
77.8
0.2
8.0
n/m
98.9
63.5
55.7
2014
m
2013
(restated)
m
Change
%
8.1
(41.1)
n/m
0.2
8.0
n/m
8.3
(33.1)
n/m
Overview
Strategic report
Governance
98.9m
Adjusted profit/(loss)
before tax and net
restructuring
Surplus capacity costs3
Revaluation (gain)/loss
on USD aircraft loans
Adjusted profit/(loss)
before tax, net
restructuring and
surplus capacity costs
2014
m
2013
(restated)
m
Change
%
8.3
1.7
(33.1)
4.8
n/m
n/m
(8.3)
4.7
n/m
1.7
(23.6)
n/m
Financial and
other information
98.7m
Incurred
in
2013/14
m
Redundancies
Legal, professional and
other support costs
Other restructuring
costs
Restructuring costs
Profit on London
Gatwick slot sales
Net restructuring
costs reported in the
income statement
Total
Incurred incurred since
in
restructuring
2012/13 announcement
m
m
(9.6)
(5.5)
(15.1)
(1.1)
(1.2)
(2.3)
(1.3)
(1.3)
(8.0)
(18.7)
(10.7)
10.5
10.5
(0.2)
(8.0)
(8.2)
(1.7)
(4.8)
(6.5)
Restructuring and
surplus capacity costs
(1.9)
(12.8)
(14.7)
23
Financial review
Continued
Generated
Generated
in 2013/14
in 2012/13 (cumulative)
m
m
Targeted
cumulative
annualised
savings
from
2014/15
onwards
m
22
42
1
2
3
17
8
47
15
14
71
Fleet
Flybe UK
In 2013/14, Flybe UK took delivery of a further two
E175 regional jets from Embraer (out of its firm order
for 35 E175s), taking the total delivered to 11. No further
aircraft are contracted for delivery until October 2015.
2013/14 saw the sale of two Q400 owned aircraft
for a modest book profit.
During the year, four Bombardier Q400 aircraft were
operated on a contract flying agreement with Brussels
Airlines that commenced in March 2012. Two of these
24
Flybe UK
2015/16
2016/17
2017/18
2018/19
2019/20
Total
3
5
3
6
7
24
Strategic report
Overview
Governance
Financial and
other information
98
Business results
Number of aircraft
Number
of seats
UK Airline
Embraer E195
regional jet
Embraer E175
regional jet
Bombardier
Q400 turboprop
Net
movements
in period
At
31 March
2014
118
14
14
88
11
78
47
70
(2)
45
70
2
12
2
12
12
28
98
12
28
98
88
89
Flybe Finland
ATR 42 turboprop
48
ATR 72 turboprop 68-72
Embraer E170
regional jet
76
Embraer E190
regional jet
100
Total
Held on
operating lease
Owned and
debt financed
Total
Total seats in fleet
Average seats
per aircraft
Average age
of fleet (years)
At
31 March
2013
10
98
8,390
(1)
9
98
8,410
85.6
85.8
5.1
5.9
2014
m
Business revenues:
Flybe UK
Flybe Finland
MRO
Inter-segment sales
Revenue under management
Less: Revenue from
Flybe Finland joint venture
Group revenue
Business adjusted profit/(loss)
before tax:
Flybe UK1
Flybe Finland
MRO2
Group costs
Group adjusted profit/(loss)
before tax, net restructuring
and surplus capacity costs3
Restructuring and surplus
capacity costs
Revaluation gain/(loss)
on USD aircraft loans
Group profit/(loss) before tax
2013
(restated)
m
599.6
247.9
35.4
(14.5)
868.4
589.4
167.2
40.5
(15.6)
781.5
(247.9)
620.5
(167.2)
614.3
3.9
(0.8)
2.2
(3.6)
(17.2)
(3.5)
0.7
(3.6)
1.7
(23.6)
(1.9)
(12.8)
8.3
8.1
(4.7)
(41.1)
25
Financial review
Continued
Flybe UK
Revenue
2014
Passenger
revenue
Contract flying
Other revenue
Total revenue
2014
2013
per seat
per seat
553.9
16.2
29.5
599.6
49.70
551.8
12.6
25.0
589.4
48.84
26
2013
per seat
(restated) 1
per seat
per seat
at
constant
currency2
27.42
28.11
12.50
12.74
13.89
53.81
13.91
54.76
FLYBE UKS
COSTS
Fuel
20.1%
Aircraft operations
32.7%
Aircraft ownership
and maintenance
25.5%
Staff
13.8%
Other operating costs
7.9%
Strategic report
Overview
Governance
49.70
Financial and
other information
6.9%
Flybe UK operating cost per seat, excluding restructuring and surplus capacity costs ()
57
(0.97)
56
(0.95)
55
54
(54.76)
0.25
1.74
(0.60)
0.13
(53.81)
0.33
(53.86)
53
2012/13
Operating cost
per seat
Foreign
exchange
2012/13
Operating cost
per seat at
constant currency
Fuel
Net airport, en
route charges
and ground
operations
Aircraft
ownership and
maintenance
costs
Staff costs
Marketing and
distribution
costs
Other
operating
expenses
2013/14
Operating cost
per seat
27
Financial review
Continued
per seat
2013
(restated) 1
per seat
per seat
at
constant
currency2
28.11
12.85
14.42
55.38
Redundancies
Legal, professional and
other support costs
Other restructuring costs
Restructuring costs
Profit on London Gatwick
slot sales
Net restructuring costs
reported in the income
statement
Surplus capacity costs
Restructuring and
surplus capacity costs
Incurred
in 2013/14
m
Incurred
in 2012/13
m
Total
incurred
since
restructuring
announcement
m
9.6
2.8
12.4
1.1
10.7
1.2
0.1
4.1
2.3
0.1
14.8
(10.5)
(10.5)
0.2
1.7
4.1
2.9
4.3
4.6
1.9
7.0
8.9
28
Overview
Strategic report
Governance
Calendar year
Anticipated carbon
allowances required, tonnes
Free allowance allocation, tonnes
Proportion hedged at beginning
of period
Effective carbon rate
2014
Budget
2013
Actual
494,800 555,900
259,800 259,800
99%
5.52
53%
4.00
Financial and
other information
Flybe Finland
Flybe Finlands results are summarised as follows:
2014
m
2013
m
216.7
26.9
4.3
247.9
132.4
30.6
4.2
167.2
(62.3)
(186.6)
(248.9)
(41.3)
(132.4)
(173.7)
6.3
(7.3)
(1.0)
0.2
(0.8)
4.6
(11.1)
(6.5)
1.6
(4.9)
(0.5)
(0.3)
(0.8)
(2.8)
(0.7)
(3.5)
29
Financial review
Continued
Revenue
Operating costs before
restructuring and surplus
capacity costs
Adjusted profit/(loss)
before tax, restructuring
and surplus capacity
costs
Restructuring and surplus
capacity costs
Profit/(loss) before tax
2014
m
2013
m
35.4
40.5
(33.2)
(39.8)
Change
%
(12.6)
16.6
2.2
0.7
n/m
2.2
(5.8)
(5.1)
n/m
n/m
30
Group costs
Strategic report
Overview
Governance
Financial and
other information
218.4m 194.1m
total cash including restricted cash
(2012/13: 54.7m)
Cash flow
2014
m
2013
m
7.3
(1.6)
8.9
(12.8)
(1.4)
(11.4)
(5.5)
(3.0)
(2.5)
150.1
Change
m
150.1
21.7
(33.0)
54.7
(10.7)
18.5
(29.2)
(0.3)
(1.8)
0.3
0.8
154.6
(19.6)
174.2
23.3
42.9
(19.6)
177.9
40.5
218.4
23.3
31.4
54.7
154.6
9.1
163.7
(1.0)
150.1
(12.4)
Net proceeds
from equity
fund raise
Financing
activities
40.5
218.4
Restricted
cash
Total cash
at March 2014
177.9
150
100
50
23.3
8.0
14.3
(5.9)
(12.8)
(9.1)
22.4
0
Free cash at
March 2013
Profit for
period
Depreciation
and
amortisation
Net working
Restructuring
capital before
and
restructuring
surplus
costs
capacity costs
Transfer to
restricted
cash
Investing
activities
(including
slot sales)
Free cash
at March 2014
31
Financial review
Continued
Balance sheet
London Gatwick
landing slots
Aircraft
Other property, plant
and equipment
Interest in joint ventures
Net funds/(debt)
Derivative financial
instruments
Other working capital net
Deferred taxation
Other non-current
assets and liabilities
Net assets
2014
m
2013
m
147.0
8.5
140.4
(8.5)
6.6
23.6
12.4
116.9
25.0
13.2
(66.3)
(1.4)
(0.8)
183.2
(7.6)
(105.4)
4.5
4.2
(81.5)
2.0
(11.8)
(23.9)
2.5
2.7
194.1
2.6
48.1
0.1
146.0
Change
m
32
Covenants
Overview
Strategic report
Going concern
Governance
Financial and
other information
Andrew Knuckey
Chief Financial Officer
33
Trend key
Same
Increase
DecreaseN New
This section describes the principal risks and uncertainties which may affect Flybes business, financial results
and prospects.
Risk description
Potential impact
Mitigation
Significant adverse
effect on Flybes
reputation, financial
results and operational
performance.
Adverse pressure on
revenue and load
factors, and negative
impact on Flybes
growth prospects,
financial condition and
the value of its assets,
particularly, aircraft.
Flybe operates in a
highly competitive
aviation market.
34
Adverse effect on
market share leading
to reduced revenue
and profits.
Overview
Strategic report
Governance
Financial and
other information
Risk description
Potential impact
Regulatory changes in
the airline industry may
have an adverse impact
on an airlines costs,
operational flexibility,
marketing strategy,
business model and
ability to expand.
Adverse impact on
reputation, costs and
market share coupled
with decline in growth
opportunities.
Airlines may be
adversely affected by
increases in Air
Passenger Duty in the
UK and its equivalent in
other countries, and by
any future amendment
with regard to
regulation of emissions
trading and other
environmental laws
and regulations, or
negative environmental
perception of the
airline industry.
Flybe is exposed
to the failure
or non-performance
of commercial
counterparties as well
as requiring the services
of key suppliers such
as airports, air traffic
control systems, and
fuel supply companies.
Reduced demand,
market share and
revenue, any of which
may adversely affect
Flybes financial results
or operational
performance.
Reduced demand
for aviation across
the industry.
Mitigation
35
Trend key
Same
Increase
Risk description
DecreaseN New
Potential impact
Mitigation
Reduced demand,
market share and
revenue, any of which
may adversely affect
Flybes reputation,
financial results
or operational
performance.
Loss of systems or
connectivity to the
internet, as a result
of internal or external
threat, could lead to
disruption and lost
revenue with an adverse
impact on Flybes
financial condition.
Breaches in IT security,
or fraud, could
adversely affect Flybes
brand and reputation,
and have an adverse
impact on revenue.
Inability to implement
successful development
could lead to Flybes
business plans not
being fulfilled.
Flybe operates an
e-commerce business
and deals with a
significant amount of
personal and business
information.
36
A security breach
could lead to material
reputational damage.
Overview
Risk description
Strategic report
Potential impact
Governance
Financial and
other information
Mitigation
Adverse movements
in these areas can
adversely affect both
Flybes profit and
financial position.
(ii) Unavailability of
suitable financing.
(iii) Continuing
performance of
counter-parties.
There is a risk of
material loss in
the event of nonperformance by
these counter-parties.
Flybe is dependent
on good industrial
relations, across
all its regions (with
a workforce that is,
in significant part,
unionised), and is
exposed to shortages
of key personnel.
(f) Financial risks
Flybe is exposed to
risks associated with:
37
Corporate responsibility
Safety
38
>>Approved
>>EASA
>>Part
>>Part
>>Part
Overview
Strategic report
Governance
Financial and
other information
2,650
People engagement
Values
Safety no compromises
>>T:
>>A:
>>R:
>>T:
Our people
39
Corporate responsibility
Continued
Benefits
Flybe aims to provide fixed and variable pay and
short- and long-term benefits (including insured
benefits) that, in the round, are affordable, competitive
in its marketplace, performance-led and flexible.
UK employees have been able to participate in the
Groups Share Incentive Programme (SIP) under
which all eligible employees were awarded 100 free
shares shortly after Flybes IPO and the Groups
approved Save As You Earn Scheme (SAYE) launched
in 2011. Flybe operates a Group Personal Pension Plan
(or equivalent in relevant territories) and almost 95%
of employees have elected to participate and benefit
from employers contributions to their personal
fund. Flybe has salary sacrifice schemes to include
pensions and buying extra days off work and
child-care vouchers.
Employee communication
In both the UK and in its joint venture, Flybe continues
to focus on active two-way communications with
its dispersed workforce through line management,
regular Your Flybe email and intranet updates,
as well as through its recognised trade union partners.
Additionally, in the UK, Flybe uses its consultative
body known as Open Channel. Open Channel meets
quarterly, is chaired by a member of the Operating
Board and is attended by up to 25 elected
representatives.
>>Harassment
40
Human rights
Flybe operates entirely with staff employed in the EU
and consequently has not developed a separate, all
encompassing human rights policy. Detailed policies
and procedures exist, among others, around:
>>Equality
>>Grievances
>>Disciplinary
procedures
>>Whistle-blowing
and bullying
>>Bribery.
Strategic report
Overview
Governance
Financial and
other information
Board
Senior management (Flybe Leadership Team)
All other employees of the Group
Employees of Flybe Finland
31 March 2013
Female
Male
Female
No.
No.
No.
No.
6
32
1,117
388
1,543
100
80
58
56
58
8
797
302
1,107
0
20
42
44
42
9
35
1,562
422
2,028
90
85
58
61
59
1
6
1,151
265
1,423
10
15
42
39
41
Environment
>>Shirt
>>Sponsorship,
>>Sponsorship,
Newquay AFC
>>Jersey
>>Implement
>>Integrate
>>Develop
>>Encourage
41
Corporate responsibility
Continued
42
Overview
Strategic report
Governance
Financial and
other information
15.7kg
Flybe UK fuel burn per seat
(2007/08: 19.1 kg)
>>Seeking
Scope 1
Aviation fuel
Other fuels
Total Scope 1
>>Flying
>>Planning
2013/141
tCO 2 e2
Scope 2
Electricity UK
Electricity overseas
Total Scope 2
738,236
712
738,948
2,241
203
2,444
Scope 3
Water supply and waste disposal
Business travel air/car
Total Scope 3
Gross and net emissions
18
492
510
741,902
Base year not provided as 2013/14 will be the first year of data
collection and will therefore become the base year.
2
tCO 2 e is the number of tonnes of carbon dioxide equivalent and
is the universal unit of measurement to indicate the global warming
potential (GWP) of each of the six greenhouse gases, expressed
in terms of the GWP of one unit of CO 2 .
Specific exclusions:
>>Emissions
>>Emissions
43
Corporate responsibility
Continued
Intensity measurements
Base year
Rainwater harvesting
Noise
44
Andrew Knuckey
Chief Financial Officer and Company Secretary
Overview
Strategic report
Governance
Financial and
other information
Dear shareholder
Flybe is committed to the highest standards
of corporate governance, and will endeavour to
continue to meet these standards at all times. We
believe in living these standards, not just in conforming
to rules and regulations by ticking boxes. Excellent
corporate governance is however not an end in itself.
It is a means to the end of achieving a high performing
company that delivers value to its stakeholders,
while taking account of its responsibilities
to the wider community.
The regulatory and reporting landscape for UK listed
companies continued to evolve during 2013, with the
introduction of the Strategic Report, new requirements
to report on greenhouse gas emissions, and a new
formal requirement on the Board to ensure that
the Annual Report presents a fair, balanced and
understandable assessment of the Companys financial
position and future prospects. We have planned
carefully to comply as closely as possible with these
new requirements, together with the enhanced
disclosures required by the Audit Committee, although
we recognise that best practice will evolve as
companies gain experience with the new regulations
and feedback is received from both investors
and regulators.
Simon Laffin
Non-Executive Chairman
45
Board of Directors
Executive Directors
Saad Hammad
Chief Executive Officer (aged 51)
appointed 1 August 2013
Saad Hammad joined Flybe as
Chief Executive Officer on 1 August
2013. He has considerable airline
experience having been Chief
Commercial Officer of easyJet plc
from 2005 to 2009. Mr Hammad
was a Non-Executive Director of
Air Berlin plc and as of 25 April
2014, is a Non-Executive Director
of Pegasus, the leading Turkish
low-cost carrier. He has also held
senior executive roles at a number
of leading corporations, including
The Gores Group, Procter
& Gamble, Thorn-EMI, Vision
Express and Tibbett & Britten.
Mr Hammad is a member of the
Nominations Committee.
Andrew Knuckey
Chief Financial Officer and
Company Secretary (aged 53)
Andrew Knuckey joined Flybe
in 2005, having previously had
a 24 year career with KPMG LLP,
latterly as a partner in audit and
transaction services. MrKnuckey
played a key role in the successful
acquisition and integration of BA
Connect, following which he was
appointed as Chief Financial
Officer at Flybe in April 2007.
As Chief Financial Officer, he
helped deliver the IPO on the
London Stock Exchange in 2010
and, more recently, the design
and implementation of Flybes
Turnaround Plan. He also chairs
our joint venture with Finnair.
MrKnuckey will leave the Board
in August 2014 after expiry of his
12 month notice period, and will
be replaced by Philip de Klerk.
46
Independent
Non-Executive Directors
Simon Laffin
Independent Non-Executive
Chairman (aged 55)
appointed 4 November 2013
Simon Laffin was appointed
to the Flybe board as Independent
Non-Executive Chairman in
November 2013. MrLaffin is
Chairman of Assura Group Limited,
Chairman of the Audit Committee
at Quintain Estates & Development
PLC and an adviser to Dentsu Inc.
Previously he was Group Finance
and Property Director at Safeway
plc between 1994 and 2004 and
has served as a Non-Executive
Director at Aegis Group Plc,
Mitchells & Butlers plc and Northern
Rock plc (as part of the rescue
team), an adviser to CVC Capital
Partners, and Chairman of Hozelock
Group. MrLaffin chairs Flybes
Nominations Committee
and sits on the Audit and
Remuneration Committees.
Charlie Scott
Deputy Chairman and Senior
Independent Non-Executive
Director (aged 65)
Charlie Scott was formerly
Chairman of William Hill plc from
2004 until 2010. He is a chartered
accountant and was previously
Chief Executive Officer at Saatchi
& Saatchi plc and Chairman of
Cordiant plc. MrScott has held
other non-executive positions,
including with airport group
TBI plc. MrScott chairs Flybes
Audit Committee and sits
on the Nominations and
Remuneration Committees.
Overview
Strategic report
Governance
Alan Smith
Independent Non-Executive
Director (aged 67)
Alan Smith is currently Chairman
of Fisher Leisure Holdings Limited.
His career has included being
Managing Director of Superdrug
Stores plc, B&Q plc and The
Victoria Wine Company Limited
before working for the Boddington
Group Limited as Group Managing
Director. In 1996, Mr Smith moved
to Evans Halshaw Holdings plc as
Group Chief Executive before
becoming Chief Executive of
Somerfield plc from 2000 until
2002. Mr Smith chairs Flybes
Safety and Security Review
Committee and sits on the Audit,
Nominations and Remuneration
Committees. Mr Smith will retire
from the Board on 31 August 2014.
David Longbottom
Independent Non-Executive
Director (aged 69)
David Longbottom is currently
Pro-chancellor and Chairman
of the Board of Governors of
London South Bank University.
MrLongbottom was formerly
Chairman of executive search firm,
Horton International (UK) Limited,
the Senior Independent Director
of Luminar Leisure plc and a
director of DSG International plc
where he held a number of senior
positions within the Dixons Group
plc after joining in 1987 (including
Group Human Resources Director).
Previously, Mr Longbottom
worked with British Gas plc,
Courtaulds plc and Lloyds
of London. MrLongbottom
chairs Flybes Remuneration
Committee and sits on the
Nominations Committee.
Financial and
other information
47
Board of Directors
Continued
Lovell, Non-Executive
Director resigned 17 May 2013
>>Peter
Smith, Independent
Non-Executive Director
resigned 8 July 2013
>>Jim
>>Mark
Chown, Director
of Corporate Strategy
resigned 4 August 2013
>>Mike
>>Andrew
Strong, Managing
Director of Flybe UK
resigned 4 August 2013
Company Secretary
48
Operating Board
Simon Charles
Director of Human Resources and
Health and Safety (aged 47)
Simon Charles joined Flybe in
January 2007 from RHM Plc
where he was Group Director
of Organisation and People
Development and part of the
management team involved in the
initial public offering of shares
in RHM plc. He has spent 25 years in
human resources within significant
companies having been European
HR Director at Quaker Inc. and held
management positions with
PricewaterhouseCoopers, Pepsico
Inc. and Unilever plc. MrCharles
is a member of the Safety and
Security Review Committee.
Matt Bennett
Director of Internal Audit, Risk
and Special Projects (aged 38)
appointed 10 October 2013
Matt Bennett, a Chartered
Accountant, joined Flybe
in January 2012, as the Director
of Internal Audit, Risk and Special
Projects to set up the Companys
first Internal Audit function.
MrBennett has commercial
auditing experience having led the
audit function for four years at the
Rank Group PLC, and more recently
for six years in a joint Director of
Financial Control and Audit role for
Sony Computer Entertainment
(Sony PlayStation). MrBennett
reports to the Chief Executive
Officer and the Audit Committee.
Matt Linsey
Acting Director of Information
Technology (aged 38)
appointed 25 October 2013
Matt Linsey joined Flybe in
December 2003 as a Systems
Architect to direct the design
activities of Flybes IT department.
MrLinsey brings 14 years
experience of IT previously
contracting in various sectors
including military, education and
e-commerce. He was promoted to
Head of IT Services in 2006 and
then to Head of IT Development
in 2008 before being made Acting
Director of IT in October 2013 to
oversee all IT delivery and
operations for Flybe.
Overview
Governance
Strategic report
Financial and
other information
Corporate governance
Group Board
Audit Committee
Nomination
Committee
Remuneration
Committee
Charlie Scott
(Chair)
Simon Laffin
(Chair)
David Longbottom
(Chair)
Alan Smith
(Chair)
Timo Anderson
Timo Anderson
Timo Anderson
Timo Anderson
Simon Laffin
Saad Hammad
Simon Laffin
Simon Charles
Alan Smith
David Longbottom
Charlie Scott
John Palmer
Charlie Scott
Alan Smith
Alan Smith
Statement of compliance
>>The
49
Corporate governance
Continued
The Board
oard composition
B
and membership
Committee
performance
and membership
Risk management
Engagement with
investors
onthly results
M
Budgets and
forecasts
Annual and half
year results
announcements
Financial
performance
Governance
Day-to-day
activities
Cash
position
Cost control
Capex
Resource allocation
Organisation
structure
50
atwick slot
G
disposal
Equity fund raising
Short-term cash
forecasts
Overview
Strategic report
Governance
Financial and
other information
51
Corporate governance
Continued
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Safety &
Security
Review
Committee
6/6
10/10
n/a
n/a
1/1
n/a
n/a
n/a
n/a
n/a
Non-Executive Director
Simon Laffin
David Longbottom
Charlie Scott
Alan Smith
3/3
10/10
10/10
10/10
1/1
n/a
6/6
6/6
1/1
5/5
5/5
5/5
2/2
6/6
6/6
6/6
n/a
n/a
n/a
4/4
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Safety &
Security
Review
Committee
6/7
4/4
4/4
3/4
n/a
n/a
n/a
n/a
2/4
1/2
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2/2
0/2
4/4
n/a
n/a
n/a
n/a
n/a
1/1
n/a
2/2
Independence
Diversity
52
Conflicts of interest
Overview
Strategic report
>>approving
>>approving
>>Group
>>ensuring
>>decisions
>>Board
>>remuneration
>>corporate
governance matters
>>approving
Governance
Financial and
other information
53
Corporate governance
Continued
Group Board
(chaired by Simon Laffin)
Operating Board
(chaired by Saad Hammad)
Commercial
Operations
Finance
HR and
Health
& Safety
Paul
Simmons
John
Palmer
Andrew
Knuckey
Simon
Charles
Board committees
54
IT
Internal
Audit, Risk
and Special
projects
Matt
Linsey
Matt
Bennett
Overview
Strategic report
Governance
Financial and
other information
>>determining
>>approving
>>approving
>>determining
>>overseeing
>>recommending
>>ensuring
>>to
55
Corporate governance
Continued
Nomination Committee
The current members of the Nomination
Committee are Simon Laffin (Committee Chairman),
Saad Hammad, David Longbottom, Alan Smith and
Charlie Scott. Jim French (previous Committee
Chairman) and Mark Chown resigned during the year.
The attendance of the individual members at the
five meetings of the Nomination Committee held
during the year is detailed in the table on page 52.
The Nomination Committees purpose is to establish
a formal, rigorous and transparent procedure
for the appointment of new directors to the Board.
The Company Secretary acts as secretary of the
Nomination Committee.
The Code recommends that the majority of members
of the Nomination Committee should be independent
Non-Executive Directors. Throughout the period
the Nomination Committee has comprised David
Longbottom, Charlie Scott and Alan Smith all of whom
are Independent Non-Executive Directors, together
with Jim French and Mark Chown. Additionally, Simon
Laffin, the Independent Non-Executive Chairman of the
Board, was appointed to the Companys Nomination
Committee on 4 November 2013, served to the end
of the year and continues to serve. Saad Hammad also
joined the Committee during the year following his
appointment as Chief Executive Officer. The Board
is satisfied that the members of the Nomination
Committee are those who are best able to contribute
to its objectives.
The responsibilities of the Nomination
Committee include:
>>regularly
>>keeping
>>evaluating,
>>giving
>>reviewing
56
Overview
Strategic report
Governance
Financial and
other information
>>reviewing
>>considering
>>considering
>>reviewing
>>ensuring
57
Role
Dear shareholder
Responsibilities
The past year has been a busy one for the Audit
Committee at Flybe with our focus being on the
Groups control environment and managements
reporting of Flybes financial performance. The
Committee has been strengthened with the addition
of Flybes Chairman to our ranks Simon Laffin has
a wealth of experience in financial matters and brings
in a fresh view thanks to his exposure to a variety of
different sectors in his career.
>>keeping
>>considering
>>reviewing,
>>considering
>>reviewing
>>monitoring
>>developing
>>ensuring
58
Overview
Strategic report
Governance
>>approving
>>full
>>principal
>>external
>>reviewing
>>approval
Internal
auditors
External
auditors
Financial and
other information
>>reviewing
>>reviewing
C
harlie Scott
(chair)
Timo Anderson
Simon Laffin
Alan Smith
>>reviewing
>>reviewing
Other
advisors
59
as s
es s
me
nt
Assessments of:
Strategic risk
F
unctional risk
P
roject risk
S
upplier risk
iew
rev
Executive management
a nd
Audit Committee
ack
60
Group
Board
e db
fe
own
d
Top
up
tom
Bot
Overview
Strategic report
Risks identified
>>The
>>The
Governance
Financial and
other information
>>The
>>The
>>The
>>Papers
>>External
>>The
61
Auditor independence
Auditor rotation
62
2011/12
000
2012/13
000
2013/14
000
Average
218
201
225
215
290
97
469
215.1%
123
276
289
61.2% 122.7% 134.7%
Charlie Scott
Chairman
Audit Committee
10 June 2014
Overview
Strategic report
Governance
Financial and
other information
Directors report
Page number
43 and 44
39 to 41
40
41
>>where
>>where
>>certain
>>pursuant
>>in
Dividends
Share capital
>>where
>>the
63
Directors report
Continued
Political donations
Substantial interests
64
Name of holder
Percentage
of voting
rights and
issued share
capital
Aberforth
Partners LLP
SFM UK Management
LLP/Quantum
Partners LP
Artemis Investment
Management LLP
Standard Life
Investment Ltd
Pelham Long/Short
Master Fund Limited
International
Consolidated
Airlines Group, S.A.
The Wellcome Trust
Limited
Henderson Global
Investors
Hargreaves
Lansdown/
Threadneedle
Investments
Financial calendar
Number
of ordinary
shares
Nature
of holding
17,749,263 Beneficial
7.9%
17,165,198 Beneficial
7.5%
17,165,198 Beneficial
5.7%
12,356,416 Beneficial
9,055,789 Beneficial
3.6%
7,767,102 Beneficial
23 July 2014
August 2014
November 2014
February 2015
June 2015
Overview
Strategic report
Governance
Financial and
other information
Registered office
Company registrar
Company number
1373432
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading RG1 3BD
In the case of each of the persons who are Directors of
the Company at the date when this report is approved:
>>so
>>each
Andrew Knuckey
Chief Financial Officer and Company Secretary
10 June 2014
65
Directors remuneration
>>Jim
>>As
Annual statement
Dear shareholder
I am pleased to introduce this years Remuneration
Report. As required by the new reporting regulations
which came into effect on 1 October 2013, this Report
is split into three sections:
(1) this Annual Statement,
(2) the Directors Remuneration Policy Report, and
(3) the Annual Report on Remuneration.
In line with the Regulations, the Directors
Remuneration Policy Report will be submitted
to a binding shareholder vote at the 2014 AGM and,
if approved, will be effective from that date for
up to three years. The Annual Report on Remuneration
will be submitted to a separate advisory vote.
66
>>Andrew
Overview
Strategic report
Governance
Financial and
other information
David Longbottom
Chairman
Remuneration Committee
10 June 2014
67
Directors remuneration
Continued
This report, which has been approved by the Board, has been prepared in compliance with the Listing Rules,
the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013. In accordance with the Regulations, the following sections
of the Remuneration Report are subject to audit: the single total figure of remuneration for Directors and
notes (page 77), scheme interests awarded during the financial year (pages 78 and 79) payments to past
directors (page 80), payments for loss of office (page 80) and the statement of directors shareholdings
and share interests (page 83). The remaining sections of the report are not subject to audit.
This section of the report sets out a Policy for Executive Directors which shareholders are asked to approve at the
2014 Annual General Meeting. In line with the new reporting regulations, the Committee intends that the Policy
will come into effect immediately following the Annual General Meeting on 23 July 2014, for a period of up to
three years.
The Remuneration Committee and the Board believe that in order to attract, motivate and retain the individuals
required to deliver our strategy and create value for our shareholders, it is necessary to provide competitive,
market-based, remuneration packages that are directly aligned with group strategy, shareholder interests
and that have a substantial proportion of performance-related elements to create sustained growth in
shareholder value.
Policy Table
The following table summarises the Groups policies in respect of key elements of Executive Director
remuneration, as already approved by shareholders at IPO:
Function
Operation
Opportunity
Performance metrics
Basic salary
Personal performance
in the role and against
personal objectives.
To attract and
retain talent.
68
Overview
Strategic report
Governance
Financial and
other information
Operation
Opportunity
Performance metrics
Pension
None.
None.
To provide
competitive
retirement
benefits.
SIP, SAYE
To align the
interests of
employees and
shareholders by
encouraging all
employees to
own Flybe
shares.
None.
69
Directors remuneration
Continued
Operation
Opportunity
Performance metrics
Annual bonus
Performance is
assessed on an
annual basis, based
on the achievement
of quantifiable
personalised objectives
relating to the Groups
financial performance
and progress of
strategic priorities.
The specific measures
used in the bonus
and their weighting
may vary each year
depending on business
context and strategy.
Incentivise
and reward
Executive
Directors for
the delivery
of business
strategy.
CEO:
>>150% of base salary
Because of the specific one-off incentive award made on recruitment to the Chief Executive Officer (and that
which is expected be made to the new CFO), the Committee will review the policy for its long-term incentives
at such time as our transformation phase is nearing completion to ensure long-term incentives remain aligned
with our strategy. This will be the subject of consultation with shareholders. The structure for the PSP approved
by shareholders at IPO is set out below:
Function
Operation
Performance
Share Plan
Incentivise
creation of
long-term
shareholder
value, and
supports
alignment with
shareholders
interests.
Opportunity
Performance metrics
Maximum opportunity:
>>150% of salary
In normal circumstances,
however, the Committee would
grant awards with avalue below
this level. To-date, awards have
been up to 100% of salary.
Details of any awards granted
in a year will be disclosed
in the relevant Annual Report
on Remuneration.
The Committee
determines the
performance conditions
applying to PSP awards
as appropriate to the
circumstances at the
time of grant.
Further details
of measures, their
weighting and targets
will be disclosed in the
relevant Annual Report
on Remuneration.
70
Overview
Strategic report
Governance
Financial and
other information
Operation
Opportunity
Performance metrics
Long-Term
Incentive Plan
Subject to shareholder
approval at the 2014 Annual
General Meeting.
Maximum opportunity:
>>300% of salary
Incentivise
creation of
long-term
shareholder
value, and
supports
alignment with
shareholders
interests.
71
Directors remuneration
Continued
>>In
72
Overview
Governance
Strategic report
>>In
External appointment
In cases of hiring or appointing a new Executive
Director from outside the Group, the Committee may
make use of all the components of remuneration
detailed in the Policy Table on pages 68 to 71, albeit
subject to the following variations:
Financial and
other information
>>The
>>Salary
>>Annual
bonus opportunities will normally be prorated in the year of joining to reflect the proportion
of that year employed. Personal objectives will be
tailored to the Executive Director.
Stretch
Stretch
30%
38%
1,668
32%
36%
On-target
51%
33%
16% 981
59%
Minimum
100%
0
893
32%
26%
15% 551
Minimum
504
500
Fixed pay
32%
On-target
Annual bonus
323
100%
1,000
1,500
2,000
250
Fixed pay
Annual bonus
500
750
1,000
The minimum scenario reflects base salary, pension and benefits (i.e. fixed remuneration) which are the only elements of the Executive
Directors remuneration packages not linked to performance.
The on-target scenario reflects fixed remuneration as above, plus target bonus pay-out of 50% of maximum and threshold vesting under the
CEOs August 2013 long-term incentive and the LTIP award for the CFO (assuming the embedded gain in the award is 30% of the face value).
The maximum scenario reflects fixed remuneration, maximum bonus, and vesting at Stretch performance of the CEOs August 2013 long-term
incentive and the LTIP award for the CFO (assuming the embedded gain in the award is 100% of the face value).
73
Directors remuneration
Continued
74
>>Under
>>Under
>>Note
Overview
Strategic report
Governance
Financial and
other information
The NEDs are not eligible for bonuses or participation in share schemes and no pension contributions are made
on their behalf.
Non-Executive Director1
Charlie Scott
Alan Smith2
David Longbottom
Simon Laffin
Timo Anderson
Date of appointment
1 April 2006
1 April 2006
1 April 2006
4 November 2013
1 May 2014
31 March 2015
31 August 2014
31 March 2015
See below1
See below1
Details of the policy on fees paid to our NEDs are set out in the table below:
Function
Operation
Opportunity
Performance metrics
Fees
None.
In recruiting a new Non-Executive Director, the Committee will use the policy set out in the table above. Abase
fee in line with the prevailing fee schedule would be payable for Board membership, with additional fees payable
for acting as Senior Independent Director or as Chairman of the Boards Committees, where appropriate.
External appointments
At the discretion of the Board, Executive Directors may be appointed as a Non-Executive Director at other
companies. Before granting permission, the Board will take into account, inter alia, the time commitment of the
new role, the competitive status of the other company, the Listing Rules and the Code.
The Company seeks to promote and maintain good relationships with employee representative bodies including
trade unions and employee representatives as part of its employee engagement strategy and consults on
matters affecting employees and business performance as required in each case by law and regulation in the
jurisdictions in which the Company operates. The Committee is also mindful of the salary increases applying
across the Group when considering salary increases for the Executive Directors. The Committee does not,
however, consult with employees specifically on the effectiveness and appropriateness of the executive
remuneration policy and framework.
75
Directors remuneration
Continued
The Committee considers shareholder views received during the year and at each Annual General Meeting,
as well as guidance from shareholder representative bodies more broadly, in shaping remuneration policy.
The Committee continues to keep its remuneration arrangements under regular review, to ensure the
remuneration policy continues to reinforce the Companys long-term strategy and aligns closely with
shareholders interests. We will consult, and seek approval from, shareholders before making any significant
changes to our remuneration policy.
The following section provides details of how Flybes remuneration policy was implemented during the financial
year ended 31 March 2014.
The Committees purpose is to advise the Board and make recommendations to it about all elements of
the remuneration packages of the Executive Directors and other members of senior management as it is
designated to consider, including any major changes inemployee benefit structures throughout the Group.
The Committee has agreed terms of reference that are available on the Flybe website. The Group complied
with the provisions of the Code relating to Directors remuneration throughout the financial year.
The current members of the Committee are:
>>David
>>Timo
>>Simon
>>Charlie
>>Alan
Scott
Smith
The Committee meets at least twice each year and may request relevant Executive Directors and senior
management to attend meetings by invitation. During the year under review the Committee received material
assistance and advice from the Chief Executive Officer and the Director of HR. No individual is involved in
decisions relating to their personal remuneration package.
During the year under review the Committee met on six occasions to consider, and agree, amongst other matters:
>>Executive
>>Terms
of the settlement agreement and other matters concerning the departures of Messrs Chown, French,
Rutter and Strong during the year.
>>The
remuneration package for MrHammad on his appointment as Chief Executive Officer in August 2013.
>>The
Advisers
During the year, the Committee and the Group received remuneration advice from Kepler Associates (Kepler),
a firm of independent remuneration consultants. Kepler is a founding member and signatory of the Code of
Conduct for Remuneration Consultants, details of which can be found at www.remunerationconsultantsgroup.com.
In 2013/14 Kepler provided independent advice and data in respect of the remuneration of the Executive Directors
and other senior executives, short- and long-term incentive design, and the drafting of this (and last years)
Directors Remuneration Report. Kepler does not advise the Company on any other issues other than remuneration
and is considered independent by the Committee. Their total fees (including expenses, but excluding VAT) for the
provision of remuneration services to the Committee in 2013/14 were 28,121 on the basis of time and materials.
During the year, Eversheds LLP provided advice on legal issues related to share scheme matters, as well
as on other matters not relating to remuneration in its capacity as the Groups legal advisors.
76
Overview
Governance
Strategic report
Financial and
other information
The following table shows the results of the advisory vote on the 2012/13 Remuneration Report at the 2013
Annual General Meeting:
Total number
of votes
% of votes cast
56,397,181
67,336
56,464,517
54,816
56,519,333
99.88%
0.12%
100.00%
The table below sets out a single figure for the total remuneration received by each Executive and Non-Executive
Director for the year ended 31 March 2014 and the prior year:
Year
Base salary/
fees3
2013/14
2013/14
2012/13
284,030
283,048
300,300
Non-Executive Directors
2013/14
Simon Laffin 1, 8
David Longbottom
2013/14
2012/13
Charlie Scott
2013/14
2012/13
Alan Smith
2013/14
2012/13
62,924
48,000
48,000
63,000
63,000
48,000
48,000
62,924
48,000
48,000
63,000
63,000
48,000
48,000
10,769
40,000
151,142
153,000
296,277
505,785
295,647
300,350
17,108
48,000
295,647
295,729
10,769
40,000
151,142
153,000
453,454
600,401
349,878
368,039
17,108
48,000
349,574
349,630
Executive Directors
Saad Hammad 1
Andrew Knuckey
Former Directors
Anita Lovell 1
Mark Chown1
Jim French2
Mike Rutter1
Peter Smith1
Andrew Strong1
1
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
Annual
bonus5
Benefits4
45,525
8,518
8,486
127,5007
PSP 6
Pension
Other
Total
42,500
45,713
45,706
499,555
337,279
354,492
11,643
19,186
8,518
8,486
46,034
75,430
45,713
59,203
8,214
8,188
45,713
45,713
During the year, Messrs Hammad and Laffin joined the Board
on 1 August 2013 and 4 November 2013 respectively. Messrs Chown,
Strong and Rutter resigned as Directors on 4 August 2013,
MrFrench resigned on 4 November 2013, Ms Lovell resigned
on 17 May 2013 and MrP Smith resigned on 8 August 2013.
2
MrFrench stepped down as Chief Executive Officer on 31 July 2013
and as Non-Executive Chairman and a Director on 4 November 2013.
The values in this single figure table reflect the remuneration
received by MrFrench in connection with being a Director over the
period 1 April to 4 November 2013.
3
Base salary includes a service increment of 350 for each of Messrs
Knuckey, Rutter and Strong. This approach is consistent with that
of other employees.
4
Taxable benefits comprise private health insurance, car allowance
(in 2013/14 9,667 for MrHammad; 7,000 for Messrs Knuckey,
Rutter and Strong; 10,125 for MrFrench) and a relocation allowance
99,5009
77
Directors remuneration
Continued
Saad Hammad
In respect of the period since Saad Hammad joined on 1 August 2013 until 31 March 2014, the Committee
approved an annual bonus of 127,500, equal to 45% of his pro-rated salary for the period, reflecting his
outstanding personal performance and delivery of all his personal objectives including restructuring and
strengthening the organisation, a successful capital raise and development of the Groups strategic and
financial plan for the next five years. Given the level of redundancies associated with the Groups transformation,
Mr Hammad has elected to donate the net bonus amount in full to charity.
For the year ended 31 March 2014, there was no annual bonus plan for other Executive Directors.
August 2011 PSP awards
Of the current Executive Directors, only Andrew Knuckey participated in the August 2011 PSP.
Long-term incentive awards in 2011 were made under the PSP. Vesting of awards was dependent on Flybes EPS
growth and relative TSR performance over the three-year performance period ended 31 March 2014. There were
no retest provisions under any of the awards. Further details, including vesting schedules and performance
against each of the metrics is provided in the table below:
Measure
Weighting
Targets
EPS growth
70%
TSR rank
vs. selected
comparators1
30%
Outcome
Vesting %
Below 8% p.a.
0%
Below median
0%
0%
Aer Lingus, Air France-KLM, Dart Group, Deutsche Lufthansa, easyJet, IAG, Ryanair, SAS, Air Berlin, Cimber Sterling and Finnair.
Based on performance over the performance period, the following awards did not vest and will lapse in full
on the third anniversary of the date of grant.
Executive
Andrew Knuckey
Interests
held
Vesting
%
Interests
vesting
Date vested
Market price
on vesting1
Value
173,410
0%
5 August 2014
117.2p
nil
78
Overview
Strategic report
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Financial and
other information
Saad Hammad
As part of his remuneration arrangements on joining Flybe, and as approved by shareholders at the 2013
Annual General Meeting, Saad Hammad received an award under the one-off LTIP which provides him with
an entitlement to a cash payment based on the incremental growth in Flybes market capitalisation over
a three year period commencing on 1 August 2013.
Under the terms of his award, Mr Hammad will be entitled to a cash sum equivalent to a fixed percentage of
the incremental increase in market capitalisation between 1 August 2013 and 31 July 2016. Starting and ending
market capitalisations for Flybe will be based on a three-month average market capitalisation to the relevant
date. Mr Hammad will receive a 4% share of any incremental increase in market capitalisation if the ending market
capitalisation is 150.0m or less. If the ending market capitalisation is greater than 150.0m, Mr Hammad will
receive 4% of the incremental increase between the starting market capitalisation and 150.0m and a 3% share
of any incremental increase in market capitalisation above the 150.0m threshold.
As disclosed in the Prospectus released on 20 February 2014 in connection to the Proposed Firm Placing and
Placing and Open Offer, the Committee further agreed that the Ending Market Capitalisation should be reduced
by the value of the aggregate subscription price paid for any new shares in the capital of the Company which
are issued after the date that the Chief Executive Officer joined the Company, but on or before the end of the
Performance Period. Accordingly, 156.0m will be deducted from the Ending Market Capitalisation, relating
to the fundraising completed in March 2014.
To the extent the award vests at the end of the three-year performance period, 50% of the award will be released
after three years, with the remainder released after further deferral periods of six months (25% of the award) and
12 months (25% of the award).
Other Executive Directors
No long-term incentive awards were made to other Executive Directors during the year ended 31 March 2014.
Mark Chown, Mike Rutter and Andrew Strong ceased to be Directors on 13 September 2013. Notice was served
in accordance with their service contracts, under which each Director continued to be entitled to base salary
(at the level prior to the voluntary salary sacrifice disclosed in last years Remuneration Report) and contractual
benefits over their 12-month notice periods. In line with the Committees policy to seek to mitigate payments for
Executive Directors contractual entitlements upon termination, Mr Rutter received 6.5 months of his 12-month
contractual pay and benefits, in line with the notice period he served until leaving the Group on 31 March 2014.
The PSP awards retained by Messrs Chown, Rutter and Strong lapsed following the end of the applicable
performance period. Details of all remuneration received by Messrs Chown, Rutter and Strong in respect
of the financial year ending 31 March 2014 are summarised in the single figure table on page 77.
Jim French was succeeded as Chief Executive Officer by Saad Hammad on 1 August 2013 and stepped down
as Non-Executive Chairman and a Director of Flybe on 4 November 2013. Other than those payments included
in the single figure table on page 77, benefits below a value of 1,000 and a contribution of 25,000 by the
Company towards his legal fees, Mr French is entitled to receive 199,000 in connection with his cessation of
employment. This comprises a contractual payment in lieu of notice of 154,000 (pursuant to his Letter of
Appointment) and a discretionary payment of 45,000 (to facilitate an orderly transition to the new Board)
as settlement of any claims in respect of the termination of his employment. 50% of the aggregate amount
was paid in January 2014, with the balance being paid in July 2014. As a retiree of the Company, Mr French
continues to be entitled to staff travel discounts. Mr Frenchs outstanding PSP and SIP awards lapsed on
cessation of employment.
79
Directors remuneration
Continued
The table below shows the percentage change in Chief Executive Officer remuneration from the prior year
compared to the average percentage change in remuneration for all employees.
The Chief Executive Officers remuneration includes base salary, taxable benefit and annual bonus and for
2013/14 includes the sum of payments made to Saad Hammad and Jim French (in respect of his executive role
until becoming Non-Executive Chairman on 1 August 2013). No employees have received pay rises (other than
through promotion or change in role) in 2013/14.
All
employees
CEO
2013/14
Base salary
Taxable benefits
Annual bonus
1
2
448,916
49,0131
127,5002
2012/13
505,875
19,186
% change
2013-2014
% change
2013-2014
(12.7)%
155.5%
n/a
0.0%
0.0%
n/a
Includes the relocation allowance in connection to MrHammads appointment as Chief Executive Officer during the year.
Mr Hammad has elected to donate his net annual bonus amount in full to charity.
Shareholder distributions
Total employee expenditure
2013/14
2012/13
% change
2013-2014
nil
98m
nil
124m
n/a
(21.0)%
In line with the requirements of the Regulations, the chart below left shows the value of a hypothetical 100
holding from the date Flybes shares were priced immediately prior to IPO (being 10 December 2010) to
31 March 2014. The chart illustrates the TSR performance of the Group against the FTSE SmallCap Index.
The FTSE SmallCap Index was chosen as it is a recognised broad equity market index of which the Group
has been a member since Admission in December 2010.
The chart below right shows the value of a hypothetical 100 investment in Flybe since 1 August 2013, being
the date that Saad Hammad joined the Group, including the three-month averaging period preceding this date
that was used to determine the Starting Market Capitalisation under Mr Hammads recruitment LTIP award.
Both charts are based on spot share prices and calculated in pounds sterling.
80
Overview
Governance
Strategic report
Financial and
other information
300
300
200
200
100
100
9 Dec
2010
31 Mar
2011
Flybe
31 Mar
2012
31 Mar
2013
31 Mar
2014
0
30 Apr
2013
01 Aug
2013
Flybe
31 Mar
2014
The tables below detail the Chief Executives single figure remuneration over the same period, split between
Saad Hammad and Jim French for their respective tenures in the role.
Saad Hammad
Single figure of remuneration
Annual bonus outcome1 (% of max.)
LTIP vesting outcome (% of max.)
2010/11
2011/12
2012/13
2013/14
499,555
30%
n/a
Mr Hammad has elected to donate his net annual bonus amount in full to charity
Jim French
Single figure of remuneration
Annual bonus outcome (% of max.)
LTIP vesting outcome (% of max.)
2012/13
2013/14
212,395
0%
0%
2010/11
2011/12
Base salary
For the coming year, Executive Director salaries will be frozen at their 2013/14 levels, as follows:
Saad Hammad
Andrew Knuckey
425,000
300,0001
From 1 July 2013, MrKnuckey elected to reduce his salary through four weeks salary sacrifice for a 12-month period.
This is reflected in the single figure of remuneration table on page 77.
81
Directors remuneration
Continued
Pension
Executive Directors are eligible to receive a company pension contribution of up to 15% of basic salary and also
eligible to elect to join the main GPPP defined benefit scheme open to all UK employees. From April 2014, should
contributions exceed the new Pensions Annual Allowance of 40,000, or if further pension contributions mean
an individual exceeds the Lifetime Allowance, then the Executive Director may elect on a broadly cost-neutral
basis for the Group to receive a non-bonusable cash supplement equal to the pension contribution amount.
Saad Hammad and Andrew Knuckey have elected to receive their pension contributions as a non-bonusable
cash supplement. Philip de Klerk on joining Flybe will be offered the opportunity to participate in the Groups
approved pension salary sacrifice scheme, which is open to all UK employees.
Annual Bonus
The annual bonus for the 2015 financial year will be structured as disclosed in the Policy Table on page 70.
The Remuneration Committee has approved performance targets for the CEO bonus for 2014/15, which are
in line with the Groups objectives for year. They represent a set of demanding targets for delivering on both
new initiatives and continued corporate performance improvements. The measures and targets are considered
commercially sensitive at this stage but will be communicated in the next Annual Report.
Long-term incentive awards
Other than the long-term incentive award to be made to Philip de Klerk on his joining Flybe later in 2014,
no long-term incentive awards will be made to Executive Directors in the year ending 31 March 2015.
On joining Flybe, and in line with our Approach to Recruitment Remuneration, Mr de Klerk will receive a one-off
phantom option grant under the LTIP (subject to shareholder approval of the plan rules at the 2014 AGM) worth
300% of salary on the date of grant. This award will vest subject to the achievement of a three-year share price
hurdle that will be set at grant. If the share price hurdle is met, an amount equal to the embedded gain at the end
of the three-year performance period (capped at 300% of the grant-date share price) may vest. This will be paid
50% on the 3rd anniversary of grant, 25% after a further six months and 25% on the 4th anniversary of grant.
Further details of this award will be disclosed in next years Annual Report on Remuneration.
Chairman and Non-Executive Director fees
Non-Executive Director fees were last reviewed in April 2012 and the annualised fees payable to the NEDs
for the 2014/15 financial year are described below. The NED fee policy remains unchanged on that for the year
to 31 March 2014.
Non-Executive Director
Simon Laffin
Charlie Scott
David Longbottom
Alan Smith1
Timo Anderson1
1
Basic fee
Committee
chairmanship
fee
Senior
Independent
Director fee
Total
150,000
40,000
40,000
40,000
40,000
8,000
8,000
8,000
8,000
15,000
150,000
63,000
48,000
48,000
48,000
lan Smith will retire from the Board on 31 August, and will be replaced as Chairman of the Safety & Security Committee by Timo Anderson
A
(who joined the Board on 1 May 2014).
82
Overview
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Strategic report
Financial and
other information
Directors interests
A table setting out the beneficial interests of the Directors and their families in the share capital in the year
under review.
Executive Director
Saad Hammad
Andrew Knuckey
Holding at
31 March 2014
Holding at
1 April 2013
227,272
223,125
223,125
The table below shows the shareholding of each Director as at 31 March 2014:
Shares held
Options held
Owned
outright
or vested
Vested
but subject
to holding
period
Unvested
and subject
to perf.
conditions
Vested but
not exercised
Unvested
and subject
to continued
employment
227,272
223,125
227,272
35,093
20,833
45,499
790
Date of grant
Interests
held at
1 April 2013
Interests
awarded
during
the year
Interests
vested
during
the year
Interests
lapsed
during the
year
Interests
held at
31 March 2014
21 January 2011
5 August 2011
21 January 2011
84,745
173,410
100
100
84,745
173,410
Saad Hammad
Andrew Knuckey
Simon Laffin
David Longbottom
Charlie Scott
Alan Smith
Executive
Scheme
Andrew Knuckey
Andrew Knuckey
Andrew Knuckey
PSP
PSP 1
SIP2
PSP awards granted on 5 August 2011 were granted at the average market price of 173p of the last three trading days. The exercise price
is nil. Following the end of the performance period on 31 March 2014, the Committee determined that these awards would lapse in full.
The lapse of these awards will be disclosed in next years report.
2
Awards made under the SIP are subject to no further performance conditions, but are subject to a three-year holding period.
SAYE options
Executive
Interests
held at
1 April 2013
Andrew Knuckey
Granted
790
Exercised
Lapsed
Interests
held at
31 March 2014
790
Exercise price
Date from
which
exercisable
Expiry date
137p
5 August
2014
5 February
2015
David Longbottom
Remuneration Committee Chairman
10 June 2014
83
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law,
the Directors are required to prepare the Group financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS regulation and have
also chosen to prepare the parent company financial statements under IFRSs as adopted by the European Union.
Under company law the Directors must not approve the accounts unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that
period. In preparing these financial statements, International Accounting Standard 1 requires that Directors:
>>properly
>>present
information, including accounting policies, in a manner that provides relevant, reliable, comparable
and understandable information;
>>provide
additional disclosures when compliance with the specific requirements in IFRSs are insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entitys
financial position and financial performance; and
>>make
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Companys transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Companys website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement
Financial Statements, prepared in accordance with International Financial Reporting Standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole;
>>the
Annual Report, including the Strategic Report, and accounts taken as a whole is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Companys performance,
strategy and business model; and
>>the
Strategic Report includes a fair review of the development and performance of the business and the
position of the Company and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties that they face.
Saad Hammad
Chief Executive Officer
Andrew Knuckey
Chief Financial Officer
10 June 2014
10 June 2014
84
Overview
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Governance
Financial and
other information
financial statements give a true and fair view of the state of the Groups and of the parent companys affairs
as at 31 March 2014 and of the Groups profit for the year then ended;
>>the
consolidated financial statements have been properly prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union;
>>the
parent company financial statements have been properly prepared in accordance with IFRSs as adopted
by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
>>the
financial statements have been prepared in accordance with the requirements of the Companies Act 2006
and, as regards the consolidated financial statements, Article 4 of the IAS Regulation.
The financial statements comprise the Consolidated Income Statement, the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company
Statement of Changes in Equity, the Consolidated and Company Statement of Cash Flows and the related
notes 1 to 43. The financial reporting framework that has been applied in the preparation of the consolidated
financial statements is applicable law and IFRSs as adopted by the European Union and, as regards the parent
company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
Going concern
As required by the Listing Rules we have reviewed the Directors Statement contained within the Strategic Report
that the Group is a going concern. We confirm that:
>>we
have concluded that the Directors use of the going concern basis of accounting in the preparation
of the financial statements is appropriate; and
>>we
have not identified any material uncertainties that may cast significant doubt on the Groups ability
to continue as a going concern.
However, because not all future events or conditions can be predicted, this statement is not a guarantee
as to the Groups ability to continue as a going concern.
The assessed risks of material misstatement described below are those that had the greatest effect on our audit
strategy, the allocation of resources in the audit and directing the efforts of the engagement team:
Risk
85
The Audit Committees consideration of these risks is set out on pages 60 and 61.
Our audit procedures relating to these matters were designed in the context of our audit of the financial
statements as a whole and not to express an opinion on individual accounts or disclosures. Our opinion on the
financial statements is not modified with respect to any of the risks described above and we do not express an
opinion on these individual matters.
86
Overview
Strategic report
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Financial and
other information
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that
the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
We determined planning materiality for the Group to be 1.7m, which is on a blended consideration of:
>>8.5%
of normalised profit before tax, being profit before tax adjusted to add back costs of one-off restructuring
and surplus capacity in 2014; and
>>0.27%
of group revenue, which is a less volatile measure than profit before tax.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess
of 34,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the
overall presentation of the financial statements.
Our group audit was scoped by obtaining an understanding of the Group and its environment, including groupwide controls and assessing the risks of material misstatement at the group level. Based on that assessment,
our group audit scope focused primarily on the audit work at two locations being in the UK, where the main
component business activity resides, and in Finland, for work in relation to the Flybe Finland joint venture.
Our audit work comprised a full scope audit both in the UK and in Finland where the extent of our testing was
based on our assessment of the risks of material misstatement and of the materiality of the Groups operations
at that location.
These components represent the principal business units and, together with head office, account for 100%
of the Groups net assets, revenue and profit before tax.
Our audit work in Finland was executed at a component materiality of 1.0m. The Group audit team directs
the planning and risk assessment of the Finnish component auditor, reviews and challenges of the component
auditors work and findings and attends a close meeting with local management.
At the parent entity level we also tested the consolidation process and carried out analytical procedures
to confirm our conclusion that there were no significant risks of material misstatement of the aggregated
financial information.
part of the Directors Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006; and
>>the
information given in the Strategic Report and the Directors Report for the financial year for which the
financial statements are prepared is consistent with the financial statements.
87
have not received all the information and explanations we require for our audit; or
>>adequate
accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
>>the
parent company financial statements are not in agreement with the accounting records and returns.
>>apparently
materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired
in the course of performing our audit; or
>>otherwise
misleading.
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge
acquired during the audit and the Directors Statement that they consider the Annual Report is fair, balanced and
understandable and whether the Annual Report appropriately discloses those matters that we communicated to
the Audit Committee which we consider should have been disclosed. We confirm that we have not identified any
such inconsistencies or misleading statements.
As explained more fully in the Directors Responsibilities Statement, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards
Ethical Standards for Auditors. We also comply with the International Standard on Quality Control (UK and
Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective,
understood and applied. Our quality controls and systems include our dedicated professional standards review
team, strategically focused second partner reviews and independent partner reviews.
This report is made solely to the Companys members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Companys members
those matters we are required to state to them in an auditors report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and
the Companys members as a body, for our audit work, for this report, or for the opinions we have formed.
88
Overview
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Governance
Financial and
other information
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Groups
and the parent companys circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the
financial statements. In addition, we read all the financial and non-financial information in the Annual Report
to identify material inconsistencies with the audited financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.
89
Note
16
5
Consisting of:
Passenger revenue
Contract flying revenue
Revenue from other activities
Staff costs
Fuel
Net airport and en route charges
Ground operations
Maintenance
Depreciation and amortisation
Aircraft rental charges
Marketing and distribution costs
Other operating gains/(losses)
Other operating expenses
Operating profit/(loss)
before joint venture results
2014
Before
restructuring
costs
m
2014
Restructuring
costs
(note 7)
m
2014
Total
m
2013
Before
restructuring
costs
(restated)
m
2013
Restructuring
costs
(note 7)
m
2013
Total
(restated)
m
868.4
(247.9)
620.5
868.4
(247.9)
620.5
781.5
(167.2)
614.3
781.5
(167.2)
614.3
553.9
16.2
50.4
620.5
553.9
16.2
50.4
620.5
551.8
12.8
49.7
614.3
551.8
12.8
49.7
614.3
(107.6)
(120.0)
(122.1)
(73.7)
(41.9)
(14.3)
(83.6)
(23.3)
11.4
(44.1)
(124.0)
(122.6)
(117.0)
(70.2)
(37.2)
(12.0)
(78.1)
(25.1)
(1.2)
(50.7)
(5.6)
(2.4)
(129.6)
(122.6)
(117.0)
(70.2)
(37.2)
(12.0)
(78.1)
(25.1)
(1.2)
(53.1)
(98.0)
(120.0)
(122.1)
(73.7)
(41.9)
(14.3)
(83.6)
(23.3)
0.9
(43.0)
(9.6)
10.5
(1.1)
1.5
(0.2)
1.3
(23.8)
(8.0)
(31.8)
16
6
(0.5)
1.0
(0.2)
(0.5)
0.8
(2.8)
(26.6)
(8.0)
(2.8)
(34.6)
Investment income
Finance costs
Other gains/(losses)
Profit/(loss) before tax
9
10
11
0.7
(1.7)
8.3
8.3
(0.2)
0.7
(1.7)
8.3
8.1
0.7
(2.5)
(4.7)
(33.1)
(8.0)
0.7
(2.5)
(4.7)
(41.1)
Tax charge
Profit/(loss) for the year
12
(0.1)
8.2
(0.2)
(0.1)
8.0
(1.1)
(34.2)
(8.0)
(1.1)
(42.2)
90
13
9.6
(56.0)p
Overview
Strategic report
Financial and
other information
Governance
2014
m
2013
(restated)
m
8.0
(42.2)
(2.2)
0.5
(1.7)
0.2
0.2
(15.7)
3.2
2.1
(0.6)
(11.0)
3.7
(2.8)
(0.8)
0.1
(12.7)
(4.7)
0.3
(41.9)
Share
capital
m
Share
premium
m
Hedging
reserve
m
Other
reserves
m
Capital
redemption
reserve
m
0.7
60.6
3.5
6.7
22.5
0.1
0.7
60.6
3.6
6.7
(11.0)
(7.4)
1.5
2.2
154.2
(5.6)
209.2
Retained
earnings/
(deficit)
m
Total
equity
m
(4.6)
(42.2)
89.4
(42.2)
0.2
0.3
22.5
0.6
(46.0)
8.0
0.6
48.1
8.0
(1.7)
(12.7)
6.7
22.5
0.6
(39.1)
0.6
155.7
(5.6)
194.1
91
Note
2014
m
2013
m
Non-current assets
Intangible assets
Property, plant and equipment
Interests in joint ventures
Other non-current assets
Restricted cash
Deferred tax asset
14
15
16
17
20
26
5.2
170.6
12.4
42.3
6.6
6.1
243.2
13.2
165.4
13.2
42.5
7.2
4.6
246.1
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Restricted cash
Derivative financial instruments
Assets held for sale
18
19
20
20
25
21
6.8
85.8
177.9
33.9
0.4
304.8
548.0
6.8
87.8
23.3
24.2
5.7
11.9
159.7
405.8
Current liabilities
Trade and other payables
Deferred income
Borrowings
Provisions
Derivative financial instruments
22
23
24
27
25
(82.0)
(70.7)
(10.4)
(45.3)
(8.0)
(216.4)
(97.9)
(63.2)
(18.7)
(26.9)
(1.5)
(208.2)
Non-current liabilities
Borrowings
Deferred tax liabilities
Provisions
Deferred income
Employee benefits
Liability for share-based payments
24
26
27
23
35
34
(91.1)
(1.6)
(31.9)
(9.5)
(2.5)
(0.9)
(137.5)
(353.9)
(102.3)
(2.6)
(33.8)
(10.8)
(149.5)
(357.7)
Total assets
Total liabilities
Net assets
Equity attributable to owners of the company
Share capital
Share premium account
Hedging reserve
Other reserves
Capital redemption reserve
Retained deficit
Total equity
28
29
30
194.1
48.1
2.2
209.2
(7.4)
6.7
22.5
(39.1)
194.1
0.7
60.6
3.6
6.7
22.5
(46.0)
48.1
The financial statements of Flybe Group plc, registered number 1373432, were approved by the Board of Directors
and authorised for issue on 10 June 2014.
Signed on behalf of the Board of Directors
Saad Hammad
Chief Executive Officer
92
Andrew Knuckey
Chief Financial Officer
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2014
m
2013
(restated)
m
8.0
(42.2)
10.7
(1.3)
14.3
(0.7)
1.7
(8.3)
(0.2)
(0.4)
(10.5)
1.5
0.5
0.1
15.4
8.0
0.7
13.5
(0.7)
2.5
4.7
1.4
(11.6)
0.6
2.8
1.1
(19.2)
(12.8)
(9.1)
(8.2)
(9.8)
19.0
(20.9)
(1.4)
(6.7)
8.4
(0.2)
7.5
11.6
(3.0)
16.2
(5.5)
(3.0)
1.3
17.5
12.3
11.8
0.7
(19.9)
(1.3)
10.6
(0.2)
0.7
(39.4)
(4.0)
(0.3)
22.4
(32.6)
14.7
150.1
(1.7)
(25.4)
39.5
(2.5)
(21.0)
137.7
16.0
154.6
(19.6)
23.3
42.9
177.9
23.3
93
1. General information
Financial Instruments
Disclosures
Consolidated Financial
Statements
Joint Arrangements
Disclosures of Interests
in Other Entities
Fair Value Measurement
Separate Financial
Statements
Investments in Associates
and Joint Ventures
Employee Benefits
Financial Instruments
Classification and Measurement
Financial Instruments
Presentation
94
3. Accounting policies
Basis of accounting
The financial statements are prepared in accordance
with International Financial Reporting Standards
(IFRSs). The financial statements have also been
prepared in accordance with IFRSs adopted
by the European Union and therefore the Group
financial statements comply with Article 4
of the EU IAS Regulation.
The financial statements have been prepared
on the historical cost basis, except for certain
financial instruments that are recorded at fair value.
The principal accounting policies adopted, which
have been applied consistently in the current
and the prior financial year, are outlined below.
Basis of consolidation
The consolidated financial statements incorporate
the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made
up to 31 March each year. Control is achieved where
the Company has the power to govern the financial
and operating policies of an investee entity
so as to obtain benefits from its activities.
The financial statements of subsidiaries are included
in the consolidated financial statements from the
date that control commences until the date that
control ceases.
All intra-group transactions, balances, income and
expenses are eliminated on consolidation.
Going concern
The Directors have, at the time of approving the
financial statements, a reasonable expectation that
the Company and the Group have adequate resources
to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial
statements. Further detail is contained in the Financial
Review on page 33.
Business combinations
The cost of a business combination is measured as
the aggregate of the fair values at the date of exchange
of assets given and liabilities incurred or assumed
in exchange for control. The assets and liabilities
and contingent liabilities of the acquired entity are
measured at their fair values at the date of acquisition.
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Passenger revenue
Scheduled and charter passenger ticket sales, net
of passenger taxes and discounts, are recorded
in a forward sales account and are included in current
liabilities, within deferred income, until recognised as
revenue when transportation occurs. This also includes
revenue derived from flights operated by the Groups
codeshare partners.
95
96
Nil
2% to 10% per annum
or lease term where shorter
10% to 50% per annum
7% to 20% per annum
25% to 50% per annum
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97
>>where
98
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99
100
>>No
>>After
>>After
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Restructuring provision
A restructuring provision is recognised when
the Group has developed a detailed formal plan
for the restructuring and has raised valid expectations
in those affected that it will carry out the restructuring
by starting to implement the plan or announcing its
main features to those affected by it. The measurement
of a restructuring provision includes only the direct
expenditures arising from the restructuring, which
are those amounts that are both necessarily entailed
by the restructuring and not associated with the
ongoing activities of the entity.
Leases
Operating leases
Rental charges on operating leases are charged
to the income statement on a straight-line basis over
the life of the lease. In the event that lease incentives
are received to enter into operating leases, such
incentives are recognised as a liability. The aggregate
benefit of incentives is recognised as a reduction
of rental expense on a straight-line basis over the life
of the respective asset.
Sale and leaseback
The Group enters into sale and leaseback transactions
whereby it sells aircraft, or rights to acquire aircraft,
to a third party. Flybe subsequently leases the aircraft
back, by way of operating lease. Any profit or loss on
the disposal, where the price that the aircraft is sold
for is not considered to be fair value, is deferred and
amortised over the lease term of the asset.
Finance leases
Where the Group enters into a lease which entails
taking substantially all the risk and rewards of
ownership of an asset, the lease is treated as a finance
lease. The asset is recorded in the balance sheet as
property, plant and equipment, and is depreciated over
the estimated useful life to the Group. The asset is
recorded at the lower of its fair value, less accumulated
depreciation, and the present value of the minimum
lease payments at the inception of the finance lease.
Future instalments under such leases, net of finance
charges, are included as obligations under finance
leases. Rental payments are apportioned between
the finance element, which is charged to the income
statement, and the capital element, which reduces
the outstanding obligation for future instalments.
The finance charge is allocated to each period during
the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability.
Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which
are assets that necessarily take a substantial period
of time to get ready for their intended use or sale,
are added to the costs of those assets, until such time
as the assets are substantially ready for their intended
use or sale.
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other information
101
Taxation continued
Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except
when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax
assets against current tax liabilities and when they
relate to income taxes levied by the same taxation
authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
Employee benefit costs
The Group operates defined contribution and defined
benefit pension schemes.
For the defined contribution schemes, the assets
of the schemes are held separately from those of the
Group in independently administered funds. The
amount charged to the income statement represents
the contributions payable to the schemes in respect
of the accounting period.
For defined benefit schemes, the cost of providing
benefits is determined using the Project Unit Credit
Method, with actuarial valuations being carried out
at the end of each reporting period. Remeasurement
comprising actuarial gains and losses, the effect
of the asset ceiling and the return on scheme assets
(excluding interest) are recognised immediately
in the balance sheet with a charge to the statement
of comprehensive income in the period in which they
occur. Remeasurement recorded in the statement of
comprehensive income is not recycled. Net-interest
income (or expense) is recognised within finance costs
and is calculated by applying a discount rate to the
net defined benefit liability. The Group presents the
administration costs of the scheme in other operating
costs in its consolidated income statement.
The retirement benefit obligation recognised in the
consolidated balance sheet represents the deficit in the
Groups defined benefit schemes. If a surplus resulted
from this calculation it would be limited to the present
value of any economic benefit available in the form
of refund from the schemes or reduction in future
contributions to the schemes.
102
Share-based payments
Equity-settled share-based payments to employees
and others providing similar services are measured
at the fair value of the equity instruments at the grant
date. The fair value excludes the effect of non-marketbased vesting conditions. Details regarding the
determination of the fair value of equity-settled
share-based transactions are set out in note 34.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based
on the Groups estimate of equity instruments that
will eventually vest. At each balance sheet date, the
Group revises its estimate of the number of equity
instruments expected to vest as a result of the effect
of non market-based vesting conditions. The impact
of the revision of the original estimates, if any,
is recognised in profit or loss such that the cumulative
expense reflects the revised estimate, with a
corresponding adjustment to equity reserves.
SAYE share options granted to employees are treated
as cancelled when employees cease to contribute
to the scheme. This results in accelerated recognition
of the expense that would have arisen over the
remainder of the original vesting period.
For cash-settled share-based payments, a liability
is recognised for the good or services required,
measured initially at the fair value of the liability. At
each balance sheet date until the liability is settled and
at the date of settlement, the fair value of the liability is
remeasured, with any changes in fair value recognised
in profit or loss for the year.
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103
During the financial year, the Groups divisions have been removed and the business has been refocused into
One Flybe. Under IFRS 8, Flybe reports three business segments in order to comply with accounting standards.
Comparatives for the year ended 31 March 2013 have been restated to correspond with the new structure.
The chief operating decision maker responsible for resource allocation and when assessing performance of
operating segments has been identified as the Operating Board. Operating segments are reported in a manner
which is consistent with internal reporting provided to the chief operating decision maker:
Flybe UK
Flybe Finland
MRO
This business segment comprises the Groups main scheduled UK domestic and UK-Europe
passenger operations and revenue ancillary to the provision of those services.
This business segment comprises the Groups Finnish contract flying and scheduled
passenger operations and revenue ancillary to the provision of those services.
This segment aims to provide aviation services to customers, largely in Western Europe.
The MRO supports Flybes UK and Finnish activities as well as serving third-party customers.
2014
m
Segment revenues:
Flybe UK
Flybe Finland
MRO
Inter-segment sales
Revenue under management
Less: Revenue from Flybe Finland joint venture (see note 16)
Group revenue (excluding investment income)
599.6
247.9
35.4
(14.5)
868.4
(247.9)
620.5
2014
Segment results:
Flybe UK (including net finance costs
of 1.4m in 2014 and 2.1m in 2013)
Flybe Finland (including investment income
of 0.4m in 2014 and 0.3m in 2013)
MRO
Total segment profit/(loss) before tax
2013
(restated)
m
589.4
167.2
40.5
(15.6)
781.5
(167.2)
614.3
2013 (restated)
Before
restructuring
costs
m
Net
restructuring
costs
(note 7)
m
Total
m
6.9
(0.2)
6.7
(28.4)
(4.1)
(32.5)
(0.8)
2.2
8.3
(0.2)
(0.8)
2.2
8.1
(3.5)
(1.2)
(33.1)
(3.9)
(8.0)
(3.5)
(5.1)
(41.1)
Before
restructuring
costs
m
Net
restructuring
costs
(note 7)
m
Total
m
The Flybe UK segment includes group costs of 3.6m (2012/13: 3.6m) and revaluation gains on USD aircraft
loans of 8.3m (2012/13: losses of 4.7m).
Flybe Finlands result includes both the appropriate share of the Flybe Finland joint venture result and other costs
of running this business.
For the purposes of monitoring segment performance and allocation of resources between segments, the
Operating Board monitors the tangible, intangible and financial assets attributable to each segment. All assets
are allocated to reportable segments with the exception of revalued open fuel and foreign exchange derivatives,
and tax assets and liabilities. Assets used jointly by reportable segments are allocated on the basis of the revenue
earned by individual reportable segments.
104
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2014
m
2013
(restated)
m
Segment assets:
Flybe UK
Flybe Finland
MRO
Total segment assets
Unallocated assets
Consolidated total assets
508.6
13.4
19.5
541.5
6.5
548.0
361.2
13.8
20.4
395.4
10.4
405.8
Segment liabilities:
Flybe UK
Flybe Finland
MRO
Total segment liabilities
Unallocated liabilities
Consolidated total liabilities
(329.6)
(0.9)
(7.9)
(338.4)
(15.5)
(353.9)
(334.5)
(0.9)
(15.7)
(351.1)
(6.6)
(357.7)
2013
(restated)
m
13.9
0.4
14.3
13.1
0.4
13.5
0.3
0.4
0.7
0.4
0.3
0.7
20.7
0.5
21.2
43.4
43.4
2014
m
2013
m
Geographical information
The Groups revenue from external customers by geographical location is detailed below:
537.0
318.1
13.3
868.4
(247.9)
620.5
528.5
237.8
15.2
781.5
(167.2)
614.3
No non-current assets were based outside of the United Kingdom for any of the periods presented other than
joint venture assets.
Information about major customers
None of the Groups customers exceeded 10% of its Group revenue.
105
6. Operating profit
2014
m
2013
m
13.5
0.8
(0.2)
(10.5)
(0.4)
11.7
(0.7)
12.6
0.9
1.4
15.6
0.2
2.7
1.9
83.6
(0.2)
4.1
1.9
78.1
1.9
0.2
0.2
0.2
0.4
0.8
0.2
0.2
0.1
0.3
Fees payable to Deloitte LLP and its associates for non-audit services to the Company are not required to be
disclosed because the financial statements are required to disclose such fees on a consolidated basis. Details
of the Groups policy on the use of auditors for non-audit services, the reasons why the auditor was used rather
than another supplier and how the auditors independence and objectivity was safeguarded are set out in the
Audit Committee Report on page 62. No services were provided pursuant to contingent fee arrangements.
7. Restructuring
2014
Flybe UK2
m
Redundancy costs
Staff costs
Legal, professional and support costs
Property and other exit costs
Other operating expenses
Total restructuring costs
Profit on slot sales (note 14)
Net restructuring costs
1
Restated figures for Flybe UK and MRO due to change in business segments see note 5.
All 2014 net restructuring costs relate to Flybe UK.
106
9.6
9.6
1.1
1.1
10.7
(10.5)
0.2
2013 (restated)1
Flybe UK
m
MRO
m
Total
m
2.8
2.8
1.2
0.1
1.3
4.1
4.1
2.8
2.8
1.1
1.1
3.9
3.9
5.6
5.6
1.2
1.2
2.4
8.0
8.0
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8. Staff costs
2014
No.
2013
No.
1,250
564
371
2,185
1,418
724
525
2,667
2014
m
2013
m
79.4
9.0
6.6
1.5
1.5
98.0
9.6
107.6
103.0
11.0
7.1
0.6
2.3
124.0
5.6
129.6
The Groups aggregate payroll costs in respect of those persons were as follows:
In addition to the above, an actuarial loss of 0.3m (2013: actuarial loss of 0.2m) was recognised in the
consolidated statement of comprehensive income in respect of defined benefit pension schemes.
9. Investment income
2014
m
2013
(restated)1
m
0.6
0.1
0.7
0.6
0.1
0.7
IAS 19 (revised 2011) Employee Benefits and the related consequential amendments have impacted the accounting for the Groups defined
benefit pension scheme, by replacing the interest cost and expected return on plan assets with a new interest charge - see note 2 for further
detail. These changes have been applied retrospectively in the comparative disclosure for the year ended 31 March 2013.
107
2014
m
2013
m
1.7
2.5
2014
m
2013
(restated)1
m
8.3
(4.7)
IAS 19 (revised 2011) Employee Benefits and the related consequential amendments have impacted the accounting for the Groups defined
benefit pension scheme, by replacing the interest cost and expected return on plan assets with a new interest charge see note 2 for further
detail. These changes have been applied retrospectively in the comparative disclosure for the year ended 31 March 2013.
Deferred tax
Origination of temporary differences
Reversal of tax losses recognised
Total tax charge for the year
2013
(restated)1
m
3.7
(3.6)
0.1
1.2
(0.1)
1.1
The Group did not incur or pay any current tax in this or the prior year.
The difference between the total tax shown above and the amount calculated by applying the standard rate
of United Kingdom corporation tax to the profit/(loss) before tax is as follows:
2014
m
2013
(restated)1
m
8.1
(41.1)
1.7
(9.6)
0.1
(0.3)
3.5
(4.9)
0.1
0.1
(0.2)
(0.6)
11.4
1.1
IAS 19 (revised 2011) Employee Benefits and the related consequential amendments have impacted the accounting for the Groups defined
benefit pension scheme, by replacing the interest cost and expected return on plan assets with a new interest charge - see note 2 for further
detail. These changes have been applied retrospectively in the comparative disclosure for the year ended 31 March 2013.
The main rate of corporation tax reduces from 23% to 21% from 1 April 2014 and therefore 21% has been used
to calculate the position on deferred tax at 31 March 2014 (2013: 23%). The further phased reduction discussed
in the Budget on 19 March 2014, reducing the corporation tax rate to 20% from 1 April 2015, has not yet been
enacted. The Directors are not aware of any other factors that will materially affect the future tax charge.
108
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The calculation of the basic, diluted, adjusted basic and adjusted diluted earnings per share is based
on the following data:
2014
m
Earnings
Earnings/(loss) for the purposes of unadjusted earnings per share,
being net profit/(loss) attributable to owners of the Group
Add back:
Net restructuring costs
Revaluation (gain)/loss on USD aircraft loans
Loss for the purposes of adjusted earnings per share
2013
(restated)1
m
8.0
(42.2)
0.2
(8.3)
(0.1)
8.0
4.7
(29.5)
IAS 19 (revised 2011) Employee Benefits and the related consequential amendments have impacted the accounting for the Groups defined
benefit pension scheme, by replacing the interest cost and expected return on plan assets with a new interest charge see note 2 for further
detail. These changes have been applied retrospectively in the comparative disclosure for the year ended 31 March 2013.
2014
No.
2013
(restated)
No.
82,906,411
75,152,881
9.6p
(56.0)p
(0.2)p
(39.1)p
Diluted earnings per share is the same as basic earnings per share in the year ended 31 March 2014 because
none of the shares that could, potentially, be issued are dilutive. Diluted earnings per share is the same as basic
earnings per share in the year ended 31 March 2013 because the Group recorded a loss and as such none
of the shares that could, potentially, be issued are dilutive.
The weighted average number of shares reflects the impact of the issue of 141,501,920 ordinary shares
on 12 March 2014 as explained further in note 28.
109
Computer
software
m
Computer
software in
the course of
construction
m
8.9
1.1
10.0
0.6
10.6
2.9
2.9
0.7
3.6
7.3
0.9
8.2
0.8
9.0
7.3
0.9
8.2
0.8
9.0
8.5
1.6
10.1
At 31 March 2013
8.5
1.8
2.9
13.2
1.6
3.6
5.2
Landing
rights
m
Cost
At 1 April 2012
Additions
At 31 March 2013
Additions
Disposals
At 31 March 2014
Amortisation
At 1 April 2012
Amortisation for the year
At 31 March 2013
Amortisation for the year
At 31 March 2014
At 31 March 2014
8.5
8.5
(8.5)
Total
m
17.4
4.0
21.4
1.3
(8.5)
14.2
On 22 May 2013, the Group entered into an agreement with the easyJet Airline Company Limited to dispose of its
takeoff and landing rights (slots) at London Gatwick for a gross cash consideration of 20.0m. After expenses
of 1.5m, the profit on disposal was 10.5m.
110
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Cost
At 1 April 2012
Additions
Reclassified as held for sale
Disposals
At 31 March 2013
Additions
Disposals
At 31 March 2014
Plant,
equipment
and motor
vehicles
m
Aircraft
m
Total
m
24.5
0.1
24.6
0.1
(0.1)
24.6
15.7
3.0
(1.7)
17.0
0.5
(0.1)
17.4
206.6
36.3
(24.0)
(26.0)
192.9
19.3
(2.7)
209.5
246.8
39.4
(24.0)
(27.7)
234.5
19.9
(2.9)
251.5
4.3
0.5
4.8
0.5
5.3
10.7
1.6
(0.5)
11.8
1.4
(0.1)
13.1
69.7
10.5
(12.4)
(15.3)
52.5
11.6
(1.6)
62.5
84.7
12.6
(12.4)
(15.8)
69.1
13.5
(1.7)
80.9
20.2
5.0
136.9
162.1
At 31 March 2013
19.8
5.2
140.4
165.4
At 31 March 2014
19.3
4.3
147.0
170.6
Depreciation costs of 0.6m (2013: 1.5m) associated with the aircraft maintenance assets are included in the
maintenance cost line in the consolidated income statement.
An impairment review was performed at the balance sheet date to determine whether these assets were
impaired. Separate cash-generating units are established for Flybe UK and MRO. No impairment review was
required for the MRO. For Flybe UK, the recoverable amount was calculated using a value in use model and
determined to be higher than the assets recoverable amount by 28.6m and no impairment was required.
The key assumption in the review of the Flybe UK was the weighted average cost of capital used of 9.5%.
Only when the weighted average cost of capital is increased to 12.0% does the recoverable amount equal
its carrying amount.
111
2014
m
2013
m
12.4
13.2
Details of the joint venture that the Group accounts for using the equity method are set out below:
Principal
activities
Holding
Country of
incorporation
and principal
operations
Airline
60.0 operations
Ordinary
shares
Finland
Equity
owned
%
Flybe Finland Oy
The following summarised financial information (under IFRS) shows the assets and liabilities and revenue and
results for Flybe Finland:
2014
m
2013
m
9.9
21.8
(36.5)
(6.0)
(10.8)
11.5
26.2
(40.0)
(6.1)
(8.4)
Revenue
Net loss after tax
247.9
(0.8)
167.2
(4.9)
Other information:
Cash and cash equivalents included in current assets
Depreciation and amortisation
Interest expense
Income tax credit
8.3
(0.7)
(0.1)
0.2
5.4
(0.7)
(0.1)
1.6
13.2
(0.8)
12.4
16.2
(3.0)
13.2
See note 31 for details of the arrangements supporting the 3.0m overdraft guarantee provided by the Group
to Flybe Finland Oy.
The entities are not listed thus no quoted market price is available. No dividends have been received from
joint ventures.
Included within the carrying amount of the joint venture is 18.0m of goodwill.
An impairment review was performed at the balance sheet date to determine whether the investment in joint
ventures was impaired. The recoverable amount was calculated using a value in use model and determined to be
higher than the assets recoverable amount by 6.7m and no impairment was required. The key assumption used
in the review was the weighted average cost of capital of 9.5%. Only when the weighted average cost of capital
isincreased to 20.8% does the recoverable amount equal its carrying amount.
112
Overview
Strategic report
Governance
Financial and
other information
Aircraft deposits
Aircraft security deposits
Aircraft operating lease prepayments
Other non-current assets
2014
m
2013
m
3.1
6.9
6.5
25.8
42.3
1.8
8.1
9.0
23.6
42.5
2014
m
2013
m
6.8
6.8
0.8
6.0
6.8
2014
m
2013
m
18. Inventories
Amounts receivable
Allowance for doubtful debts
Trade receivables, net
Amounts recoverable on contracts
Other receivables
Aircraft deposits
Prepayments
27.1
27.1
1.3
39.1
18.3
85.8
35.9
(0.1)
35.8
1.8
22.1
11.8
16.3
87.8
Trade receivables disclosed above are classified as loans and receivables and are therefore measured
at amortised cost.
Trade receivables include amounts (see below for aged analysis) which are past due at the reporting date but
against which the Group has not recognised an allowance for doubtful receivables because there has not been
a significant change in credit quality and the amounts continue to be considered recoverable.
The allowance for doubtful debts arises from trade customers in liquidation or with significantly overdue debts.
No impairment was recognised in the year to 31 March 2014 (2013: nil).
Ageing of trade receivables that are not provided for:
2014
m
2013
m
21.6
2.9
2.2
0.4
27.1
28.6
2.2
2.1
2.9
35.8
113
2014
m
2013
m
177.9
33.9
6.6
218.4
23.3
24.2
7.2
54.7
6.6
2.6
31.3
40.5
7.2
1.5
22.7
31.4
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three
months or less. The carrying amount of cash, cash equivalents and restricted cash is approximately equal
to their fair value.
At 31 March 2013, it was determined that two Bombardier Q400 turboprop aircraft with a carrying value of
11.9m would be recovered through a sales transaction and thus reclassified to assets held for sale. In May 2013,
the identified aircraft were sold for cash consideration of 12.3m and the associated loans repaid. There were no
assets held for sale at 31 March 2014.
Trade payables
Accrued expenses
Other payables
2014
m
2013
m
23.6
24.4
34.0
82.0
19.3
36.9
41.7
97.9
The carrying amount of trade payables approximates their fair value. The Group manages credit terms with
its suppliers in a way to ensure payments are made to them on commercially acceptable terms.
Current
Non-current
2014
m
2013
m
70.7
9.5
80.2
63.2
10.8
74.0
Deferred income includes government grants totalling 6.7m (2013: 6.8m) for capital financial support towards
the capital costs of the Flybe Training Academy building, a national training centre for the airline industry. Of this,
0.1m will be released within one year and 6.6m will be released after more than one year.
Government grants were provided by the South West of England Regional Development Agency and the
Learning Skills Council (and its successor). These institutions may be entitled to clawback all or part of the grant
up to 31 December 2020 if the Group ceases to operate the building as a training centre providing education and
training to internal and external delegates.
114
Overview
Strategic report
Financial and
other information
Governance
24. Borrowings
This note provides information about the contractual terms of the Groups interest bearing loans and borrowings.
For more information about the Groups exposure to interest rate and foreign currency risk, as well as the
repayment profiles, see note 36.
2014
m
2013
m
10.4
91.1
101.5
18.7
102.3
121.0
Borrowing costs amounting to 8.4m (2013: 9.1m) were capitalised in relation to qualifying assets.
Terms
2014
2013
Interest rate
%
Amount
m
Interest rate
%
Amount
m
3.2
2.2
3.1
5.4
9.2
87.5
4.2
0.6
101.5
2.7
1.4
3.2
5.4
17.7
97.9
4.6
0.8
121.0
The interest rate above relates to the weighted average for the year or period. Floating rates are based upon
LIBOR with margins of between 1.1% and 3.8%. The loans are repayable over a period to 31 March 2029. All loans
are secured on specific aircraft assets or land and buildings. All of the covenants tested have been satisfied since
inception of the agreements.
At 31 March 2014, the Group had 4.3m of unused borrowing facilities in the form of guarantees (2013: 2.7m).
Current assets
Forward foreign currency contracts/options
Fuel contracts/options
Derivative instruments that are designated and effective as hedging instruments
carried at fair value
Total derivative financial assets held as current assets
Current liabilities
Forward foreign currency contracts/options
Fuel contracts/options
Derivative instruments that are designated and effective as hedging instruments
carried at fair value
Total derivative financial assets held as current liabilities
Net derivative financial (liabilities)/assets
2014
m
2013
m
0.4
5.3
0.4
0.4
0.4
5.7
5.7
(7.5)
(0.5)
(0.2)
(1.3)
(8.0)
(8.0)
(1.5)
(1.5)
(7.6)
4.2
115
The following movements in the major deferred tax liabilities and (assets) were recorded by the Group
during the current and prior reporting period.
Property,
plant and
equipment
m
At 1 April 2012
Recognised in the income statement
Effect of rate change
At 31 March 2013
Recognised in the income statement
Recognised in other comprehensive income
Effect of rate change
At 31 March 2014
(4.9)
4.4
(0.1)
(0.6)
(1.7)
(2.3)
Intangible
assets
m
1.0
1.0
(1.1)
0.1
Employee
benefits
m
(0.1)
(0.5)
(0.6)
Financial
instruments
m
Tax losses
m
Total
m
1.1
(0.1)
1.0
(0.5)
(2.2)
0.1
(1.6)
(0.3)
(3.1)
(3.4)
3.8
(0.4)
(3.1)
1.2
(0.1)
(2.0)
(0.4)
(2.7)
(0.2)
(4.5)
2014
m
2013
m
2014
m
2013
m
3.9
0.6
1.6
6.1
1.2
3.4
4.6
(1.6)
(1.6)
(0.6)
(1.0)
(1.0)
(2.6)
Liabilities
Where carried forward losses or unclaimed capital allowances are available, they are recognised to the extent
that it is probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
At each balance sheet date, the Group recognised deferred tax assets primarily on previously unrecognised
losses or unutilised capital allowances. The recognition of an asset, as well as the composition of that asset,
was a result of managements judgement that it was probable that it would realise such deferred tax assets
in future periods, when taking into consideration the availability of feasible tax planning strategies and
estimates of future taxable income in which these operating losses and other tax attributes exist.
The Group has significant deferred assets due to the accumulation of accelerated capital allowances in prior
periods. The realisation of these assets is not assured and is dependent on the generation of sufficient taxable
income in the future. The Directors have exercised judgement in determining the extent of the realisation
of these losses based upon estimates of future taxable income. Where there is an expectation that on the
balance of probabilities there will not be sufficient taxable profits to utilise these assets, they have not been
recognised. If actual events differ from the Directors estimates, or to the extent that these estimates are
adjusted in the future, any recognition in the future of previously generated assets would have a material
impact on the Groups effective tax rates.
The Group has fully recognised the deferred tax asset in relation to capital allowances at 31 March 2014
(2013: 6.0m unrecognised).
No deferred tax asset has been recognised in respect of these items as it is not considered probable that there
will be future taxable profits available. These unutilised deferred tax assets may be carried forward indefinitely.
During the period the Group has reflected the change in the enacted tax rate from 23% to 21%, which
is effective from 1 April 2014. 20% was enacted on 2 July 2013 from 1 April 2015. The future 1% main tax rate
reductions are not expected to have a material impact on the financial statements.
116
Overview
Strategic report
Financial and
other information
Governance
27. Provisions
2014
m
2013
m
72.7
4.5
77.2
54.1
6.6
60.7
Current
Non-current
45.3
31.9
77.2
26.9
33.8
60.7
Restructuring
(note 7)
m
Total
m
At 1 April 2013
Additional provision in the year
Utilisation of provision
At 31 March 2014
54.1
40.4
(21.8)
72.7
6.6
10.7
(12.8)
4.5
60.7
51.1
(34.6)
77.2
Aircraft maintenance provisions are made in respect of contractual obligations to maintain aircraft under
operating lease contracts. The amount and timing of the maintenance costs are dependent on future usage
of the relevant aircraft. Typically this will be utilised within two years. The additional provision in the year
is included within maintenance charges shown in the consolidated income statement.
On 23 January 2013 and 23 May 2013, the Group announced Phases 1 and 2 of its Turnaround Plan to return
the Group to profitability. An Immediate Action plan was also announced on 11 November 2013. A specific
restructuring provision is therefore in place for direct restructuring expenditure and not associated with
the ongoing activities of the Group. This provision is expected to be utilised in the current financial year.
2014
000
2013
000
2,167
752
The Company has one class of ordinary shares which carry no right to fixed income.
On 12 March 2014, 141,501,920 ordinary shares of 1 pence each were issued for gross cash consideration
of 155.7m in a firm placing and placing and open offer of these additional shares.
60.6
154.2
(5.6)
209.2
117
(4.6)
(42.2)
0.2
0.6
(46.0)
8.0
(1.7)
0.6
(39.1)
IAS 19 (revised 2011) Employee Benefits and the related consequential amendments have impacted the accounting for the Groups defined
benefit pension scheme, by replacing the interest cost and expected return on plan assets with a new interest charge see note 2 for further
detail. These changes have been applied retrospectively in the comparative disclosure for the year ended 31 March 2013.
31. Contingencies
The Group has entered into arrangements to guarantee the Groups credit card arrangements and has placed
bonds in favour of various aircraft lessors, handling agents, fuel suppliers and customs offices as follows:
2014
m
2013
m
24.0
7.2
31.2
14.0
8.7
22.7
Cash deposited to secure the above arrangements as other restricted cash (note 20)
31.2
22.7
Since 31 March 2014, there has been a net reduction of 10.6m in restricted cash, comprising the full release of
7.0m of collateral on bonds and a net reduction of 4.0m in amounts required to secure card acquiring facilities.
Flybe Group plc and Finnair Oyj entered into a guarantee to secure the overdraft obligations of Flybe Finland Oy
to Nordea Bank Finland Plc in February 2012. Flybe Group plc has entered into an undertaking to provide a general
guarantee limited in value to 60.0% of the aggregate liability of Flybe Finland Oy to a maximum amount of 3m.
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under
non-cancellable operating leases, which fall due as follows:
Property and equipment
118
Aircraft
2014
m
2013
m
2014
m
2013
m
0.9
0.6
1.7
9.4
12.6
2.9
1.1
2.5
9.9
16.4
80.1
73.2
172.7
77.1
403.1
85.1
78.1
196.1
108.6
467.9
Overview
Strategic report
Governance
Financial and
other information
The Group has, over time, contractually committed to the acquisition of aircraft with a total list price before
escalations and discounts as follows:
2014
m
2013
m
534.9
636.2
It is intended that these aircraft will be financed partly though cash flow and partly through external financing
and leasing arrangements. 24 aircraft were covered by these arrangements at 31 March 2014 (2013: 26).
An agreement was reached with Embraer in May 2013 to defer 16 new E175 aircraft due for delivery in 2014 and
2015. These aircraft will now not be delivered until 2017 to 2019. The next aircraft is contracted to be delivered
in October 2017.
Number
of share
awards
Weighted
average
exercise
price
()
2,751,951
On 21 November 2013, 2,751,951 shares were awarded. Fair value of the award at 31 March 2014 has been
calculated using a Monte Carlo valuation model. The inputs into the valuation are as follows:
2014
78.5p
131.5p
0.97%
45%
nil
Exercise price
Share price at 31 March 2014 (the measurement date)
Risk-free rate of interest
Flybe volatility
Dividend yield
As participation is limited to a small population, no forfeiture risk has been assumed in the valuation.
The charge for the year in relation to this scheme was 0.1m. The Group has recorded liabilities of 0.1m
at 31 March 2014.
119
39.5m
75.2m
216.7m
131.5p
155.7m
0.85%
45%
nil
The charge for the year in relation to this scheme was 0.8m. The Group has recorded liabilities of 0.8m
at 31 March 2014.
Performance Share Plan (PSP)
The Company has a share award scheme under which all employees of the Group may be granted awards.
Awards are exercisable at nil consideration. The vesting period is three years and awards are forfeited if the
employee leaves the Group before the awards vest.
The vesting of these awards is subject to the performance of Flybe over a three-year period. 70% of the award
is subject to a target based on the Companys earnings per share (EPS) at the end of the performance period
and 30% of the award will be subject to Flybes total shareholder return (TSR) relative to a comparator group.
The comparator group comprises a number of European airlines and other regional transport companies,
as set out in the Directors Remuneration Report on page 78.
2014
Number
of share
awards
120
2,733,320
(929,595)
1,803,725
2013
Weighted
average
exercise
price
()
Number
of share
awards
Weighted
average
exercise
price
()
2,733,320
2,733,320
Overview
Strategic report
Governance
Financial and
other information
2013
m
732,716
998,362
(15,537)
(15,010)
(137,011) (250,636)
(109,887)
470,281
732,716
The Group recognised expenses of 0.2m in relation to this award in the year to 31 March 2014 (2013: 0.2m).
Summary
The Group recognised total expenses of 1.5m in relation to share-based payments in the year ended 31 March 2014
(2013: 0.6m). The Group has recorded total liabilities in respect of the LTIP schemes of 0.9m at 31 March 2014.
121
2014
%
2013
%
4.6
n/a
3.6/2.4
3.4
4.6
n/a
3.6/2.4
3.4
The post-retirement mortality rate assumed at 31 March 2014 was based on the Small Area Population Statistics
(SAPS) tables with a minus one year age rating and the Continuous Mortality Investigation (CMI) 2009
1% long-term rate projections (2013: the mortality rate was also based on SAPS).
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
Assumption
Discount rate
Rate of inflation
Change in assumption
Increase by 0.1%
Increase by 0.1%
2014
m
2013
m
(2.9)
2.0
(2.5)
1.9
The amount included in the balance sheet arising from the Groups obligations in respect of its defined retirement
benefit scheme is as follows:
2014
m
122
(132.3)
129.8
(2.5)
(2.5)
2013
m
(129.3)
130.8
1.5
(1.5)
Overview
Strategic report
Governance
Financial and
other information
Amounts recognised in the consolidated income statement in respect of the defined benefit scheme are as follows:
2014
m
2013
(restated)
m
0.4
(0.1)
0.3
Administration costs
Net interest receivable (see note 9)
Charge to profit or loss before tax
0.3
(0.1)
0.2
2014
m
2013
(restated)
m
(1.5)
(2.2)
4.0
0.3
8.2
(7.8)
(0.2)
(0.2)
2014
m
2013
m
129.3
5.8
(5.0)
2.2
132.3
119.6
5.8
(3.9)
7.8
129.3
130.8
5.9
(5.0)
(0.4)
(1.5)
129.8
2013
m
120.9
5.9
(3.9)
(0.3)
8.2
130.8
The analysis of the scheme assets and the return on those assets at the balance sheet date were as follows:
2014
m
2013
m
58.4
71.3
0.1
129.8
50.5
80.0
0.3
130.8
4.5%
4.5%
123
Financial assets
Cash, cash equivalents and restricted cash
Loans and receivables:
Trade and other receivables
Derivative instruments in designated hedge
accounting relationships
Financial liabilities
Liabilities held at amortised cost:
Trade and other payables
Debt
Derivative instruments in designated hedge
accounting relationships
2013
Carrying
value
m
Fair
value
m
Carrying
value
m
Fair
value
m
218.4
218.4
54.7
54.7
98.9
98.9
90.2
90.2
0.4
0.4
5.7
5.7
(36.8)
(101.5)
(36.8)
(103.9)
(35.7)
(121.0)
(35.7)
(126.8)
(8.0)
(8.0)
(1.5)
(1.5)
Valuation techniques and assumptions applied for the purposes of measuring fair value
The fair values of financial assets and financial liabilities are determined as follows:
>>The
fair values of financial assets and financial liabilities with standard terms and conditions and traded
on active liquid markets are determined with reference to quoted market prices.
>>The
fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined
with generally accepted pricing models based on discounted cash flow analysis using prices from observable
current market transactions and dealer quotes for similar instruments.
>>The
fair values of derivative instruments are calculated using quoted prices. Where such prices are not available,
a discounted cash flow analysis is performed using the applicable yield curve for the duration of the instruments
for non-optional derivatives, and option pricing models for optional derivatives. Foreign currency forward
contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest
rates matching maturities of the contracts. Interest rate swaps are measured at the present value of future cash
flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.
1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities;
>>Level
2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices); and
>>Level
3 fair value measurements are those derived from valuation techniques that include inputs for the asset
or liability that are not based on observable market data (unobservable inputs).
124
Overview
Strategic report
Governance
Financial and
other information
The following table provides an analysis of the Groups financial instruments, all of which are grouped into Level 2:
2014
m
2013
m
(7.5)
(0.1)
(7.6)
5.1
(0.9)
4.2
>>foreign
currency
>>interest
rates
>>credit
risk
>>commodities.
A description of each risk, together with the policy for managing risk is given below. To manage these risks,
the Group uses various derivative financial instruments, including foreign currency forward contracts and
commodity contracts. These derivative financial instruments are generally held to maturity and are not actively
traded. The Group enters into these arrangements with the goal of hedging its operational and balance sheet,
income statements and cash flow risk. However, the Groups exposure to commodity price and currency
exchange fluctuations cannot be neutralised completely.
Liquidity and working capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns
while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital
structure of the Group consists of debt, which includes the borrowings (see note 24), cash and cash equivalents
(see note 20) and equity attributable to equity holders of the parent, comprising issued capital, reserves and
retained earnings as disclosed in the consolidated statement of changes in equity and notes 28 to 30.
Gearing ratio
The Groups board reviews the capital structure on a regular basis. As part of this review, the board considered
the cost of capital and the risks associated with each class of capital. The gearing ratio at the year-end
is as follows:
2014
m
2013
m
Debt
(101.5)
(121.0)
218.4
54.7
Net cash/(debt)
116.9
(66.3)
Equity
194.1
48.1
(60.2)%
137.8%
Debt is defined as long-term and short-term borrowings as detailed in note 24. Equity includes all capital and
reserves of the Group attributable to equity holders of the parent.
125
2014
Financial assets:
Cash, cash equivalents and
restricted cash (variable interest rates)
Loans and receivables
Financial liabilities:
Trade and other payables
Borrowings:
Variable interest rates
Fixed interest rates
2013
Financial assets:
Cash, cash equivalents and
restricted cash (variable interest rates)
Loans and receivables
Financial liabilities:
Trade and other payables
Borrowings:
Variable interest rates
Fixed interest rates
Weighted
average
effective
interest rate
%
Within
1 year
m
1-2 years
m
2-5 years
m
Over
5 years
m
Total
m
0.1
211.8
66.2
25.8
0.7
5.9
6.9
218.4
98.9
(36.8)
2.3
3.4
(8.4)
(2.0)
(11.4)
(1.8)
46.8
58.5
1.4
23.6
0.1
(35.7)
1.6
3.5
(18.0)
(1.5)
(10.6)
(1.5)
(25.0)
(1.2)
(36.8)
(54.1)
(98.9)
(5.0)
1.0
5.5
8.1
54.7
90.2
(38.8)
(2.7)
(53.6)
(0.1)
(35.7)
(121.0)
(5.8)
All financial assets and financial liabilities are non-interest bearing unless otherwise stated.
The following table, which is based on market pricing in place at the end of each reporting period, shows
the maturity of the Groups derivative financial instruments:
Within
1 year
m
2014
Net settled derivatives:
Fuel derivatives
Gross settled derivatives:
Foreign currency payments
2013
Net settled derivatives:
Fuel derivatives
Gross settled derivatives:
Foreign currency payments
126
(0.1)
(7.5)
(7.6)
(0.9)
5.1
4.2
Overview
Strategic report
Governance
Financial and
other information
At 31 March 2014
At 31 March 2013
Average
exchange
rate
$m
Foreign
currency
m
Contract
value
m
Fair value
of asset/
(liability)
m
$1.5801
$1.5702
233.1
233.2
147.5
148.5
(7.5)
5.1
It is estimated that a general strengthening/weakening of Sterling against the US Dollar and the Euro would
improve/(worsen) both the Groups result before tax and increase its equity by approximately:
Percentage increase
US Dollar (m)
Euro (m)
2014
2013
1%
1%
0.5
0.1
0.4
0.1
In addition to the above, Flybe will continue to be exposed to significant non-cash revaluation gains/(losses) on
its US Dollar denominated aircraft loans, which will be adjusted in arriving at the Groups underlying results.
127
Assets
Euro:
Cash and cash equivalents
Restricted cash
Trade receivables
US Dollar:
Cash and cash equivalents
Restricted cash
Trade receivables
Liabilities
Euro:
Trade and other payables
US Dollar:
Trade and other payables
Debt
2014
m
2013
m
6.1
0.9
4.3
5.0
1.0
3.1
0.8
12.9
1.4
26.4
1.2
15.3
1.6
27.2
(3.2)
(1.0)
(10.2)
(88.1)
(101.5)
(15.5)
(98.7)
(115.2)
Percentage increase
Impact on profit/(loss) before tax and equity (m)
128
2014
2013
1%
(1.0)
1%
(1.2)
Overview
Strategic report
Governance
Financial and
other information
2014
m
2013
m
0.1
(0.2)
(0.1)
(0.6)
(0.2)
(0.1)
(0.9)
129
High
1,047
Low
883
2013
Date
29 Aug
2013
01 May
2013
Price
per tonne
US$
1,116
862
Date
3 Apr
2012
25 Jun
2012
The Group uses fuel derivatives to mitigate those exposures. It is estimated that an increase in the market
price of aviation fuel would increase/(decrease) both the Groups profit/(loss) before tax and decrease its equity
by approximately:
2014
2013
10%
(4.8)
10%
(3.3)
At 31 March 2013, the Group was 48.1% (unchanged from 2012) owned by Rosedale Aviation Holdings Limited,
incorporated in Jersey. Rosedale Aviation Holdings Limited sold all its shares on 12 November 2013.
Group companies entered into the following transactions with related parties which are not members of the Group:
Sales of services
2014
m
2013
m
1.2
4.0
1.1
5.5
Period until 12 November 2013 when Rosedale Aviation Holdings Limited ceased to be a related party.
2014
m
2013
m
0.3
0.6
0.4
0.5
As at 12 November 2013 when Rosedale Aviation Holdings Limited ceased to be a related party.
The Group provided services to Preston Travel (CI) Limited which, together with Rosedale Aviation Holdings
Limited, is a subsidiary of Rosedale (J.W.) Investments Limited.
The Group also provided services to its 60.0% owned operation, Flybe Finland. At 31 March 2014, 2.7m
(2013:6.3m) was owed in respect of revenue collected on behalf of Flybe Finland.
130
Overview
Strategic report
Governance
Financial and
other information
See note 31 for details of the arrangements supporting Flybe Finland Oys overdraft via a guarantee provided by
the Group.
Purchases of services
20141
m
2013
m
0.2
0.2
0.4
0.4
Period until 12 November 2013 when Rosedale Aviation Holdings Limited ceased to be a related party.
No amounts were owed to related parties at 12 November 2013 (when Edenfield Investments Limited and
Downham Properties Limited ceased to be related parties) or at 31 March 2013.
The transactions with Edenfield Investments Limited and Downham Properties Limited are disclosed although
there is no holding or subsidiary company relationship between these two companies and Rosedale Aviation
Holdings Limited. These two companies are owned and controlled by the EJ Walker 1964 settlement, established
by the former wife of the late Mr Jack Walker; this trust is separate for tax purposes from the Jack Walker
Settlement which controls Rosedale Aviation Holdings Limited. The Group also purchased property services
from Edenfield Investments Limited and from Downham Properties Limited.
Transactions with key management personnel
Directors of the Company and their immediate relatives control approximately 0.4% of the voting shares of the
Company (2013: 6.9%).
The remuneration of the Directors, who are the key management personnel of the Group, is set out below.
Further information about the remuneration of individual Directors is provided in the audited part of the
Directors Remuneration Report and form part of these audited financial statements.
2014
m
2013
m
1.8
0.2
0.7
2.7
1.9
0.2
2.1
Exit payments were made to former Directors as described further in Directors remuneration on page 79
and include 0.1m of company contributions to personal pension schemes. A further 0.4m is due to be paid
in2014/15.
A subsidiary of the Group has the following outstanding loans due from Directors and former Directors, made
prior to their appointment as Directors, to enable them to acquire a beneficial interest in shares in Flybe Group
plc (Mike Rutter repaid his loan on 27 March 2014):
Mike Rutter
Andrew Knuckey
2014
000
2013
000
20
63
20
131
Andrew Knuckey
Andrew Strong 2
David Longbottom
Charlie Scott
Alan Smith
Peter Smith 2
12 November
2013 1
000
31 March
2013
000
134
36
9
9
9
9
134
36
9
9
9
9
The date at which Rosedale Aviation Holdings Limited ceased to be a related party.
Former Directors.
The loans made by the Group and Rosedale Aviation Holdings Limited total 289,000 at 12 November 2013
(31March 2013: 289,000). These loans bear no interest and are repayable out of the proceeds receivable by
each Director from a subsequent sale of his respective ordinary shares and at the discretion of Rosedale Aviation
Holdings Limited.
There are no other transactions or balances with key management.
132
Overview
Strategic report
Governance
Financial and
other information
Non-current assets
Investments in subsidiaries
Current assets
Other receivables
Total assets
Current liabilities
Trade and other payables
Non-current assets
Liability for share-based payments
Total liabilities
Net assets
Equity attributable to owners of the company
Share capital
Share premium account
Merger reserve
Capital redemption reserve
Retained earnings
Total equity
Note
2014
m
2013
m
39
63.6
33.2
40
189.3
252.9
14.9
48.1
41
(0.5)
34
(0.9)
(1.4)
251.5
48.1
42
42
2.2
209.2
6.7
22.5
10.9
251.5
0.7
60.6
6.7
22.5
(42.4)
48.1
The financial statements of Flybe Group plc, registered number 1373432, were approved by the Board of Directors
and authorised for issue on 10 June 2014.
Signed on behalf of the Board of Directors.
Saad Hammad
Andrew Knuckey
Director Director
133
Share
capital
m
Share
premium
m
Merger
reserve
m
Capital
redemption
reserves
m
Retained
earnings/
(deficit)
m
0.7
60.6
6.7
22.5
0.3
(43.3)
90.8
(43.3)
0.7
1.5
60.6
154.2
(5.6)
6.7
22.5
0.6
(42.4)
52.7
0.6
48.1
52.7
155.7
(5.6)
6.7
22.5
0.6
10.9
0.6
251.5
2014
m
2013
m
2.2
209.2
Total
equity
m
Operating profit
Dividends received from subsidiaries
Impairment of investments in subsidiaries
Reversal of provision for doubtful debts on inter-company balances
Credit to equity for share-based payments
Increase in receivables
Increase in payables
Increase in employee benefits
Net cash flows from operating activities
19.0
(9.6)
43.3
0.6
(214.4)
0.5
0.9
(159.7)
0.6
(0.6)
9.6
9.6
Financing activities
New equity raised
Net cash raised from financing activities
150.1
150.1
134
Overview
Strategic report
Governance
Financial and
other information
The separate financial statements of the Company are presented as required by the Companies Act 2006.
As permitted by the Act, the separate financial statements have been prepared in accordance with International
Financial Reporting Standards adopted by the European Union.
The financial statements have been prepared on the historical cost basis. The principal accounting policies
are the same as those set out in note 3 to the consolidated financial statements except as noted below.
In accordance with section 408 of the Companies Act 2006, the Company is exempt from the requirement
to present its own income statement. The Companys profit for the year was 52.7m (2013: loss of 43.3m).
Cost of investment
At 1 April 2012 and 31 March 2013
Capitalisation of inter-company balances into investments
At 31 March 2014
33.2
40.0
73.2
(9.6)
(9.6)
33.2
63.6
The inter-company balances with Flybe Limited and Westcountry Aircraft Servicing Limited have been capitalised
by way of loan releases to the value of 40.0m and 11,000 respectively. The investment in British Regional
Air Lines Group Limited has been written down by 9.6m.
135
Details of the Groups subsidiaries and related companies at 31 March 2014 are as follows:
Place of incorporation
and operation
Flybe Limited
British European Limited1
Irish European Limited1
British European.com Limited1
Walker Aviation Leasing (UK) Limited
British Regional Air Lines Group Limited
British Regional Airlines Limited1
Flybe Leasing Limited1
Flybe (IoM) Limited1
Flybe Holdings Limited
British European Airlines Limited1
Flybe Ireland Limited1
Guide Leasing Limited
Flybe Ireland Limited1
JEA Engineering (UK) Limited
Westcountry Aircraft Servicing Limited
Deutsche European Limited
BEA.com Limited
British European Air Limited
Flybe.com Limited
Jersey European Airways (UK) Limited
Walker Aviation Limited
Jersey European Airways Limited
Flybe Nordic AB1
Flybe Finland Holdings Oy1
Flybe Finland Oy1
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Isle of Man
Great Britain
Great Britain
Ireland
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Jersey
Sweden
Finland
Finland
Proportion of
ownership
interest
%
Proportion of
voting power
held
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
60
60
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
60
60
Fastnet Aviation 1 Limited, a company registered in Ireland, was established during the previous financial
year as part of the process of obtaining financing for the pre-delivery deposits for the aircraft ordered from
Embraer. It is 100% owned by an independent corporate trustee that is unrelated to either the Group or the
financing company.
136
Overview
Strategic report
Governance
Financial and
other information
Accruals
Accruals of 0.5m (2013: nil) comprise amounts outstanding for trade purchases and ongoing costs.
The carrying amount of trade payables approximates to their fair value.
The Company has provided cross-guarantee arrangements to its operating subsidiaries in the following areas:
>>suppliers
>>operating
>>derivative
Based on expectations at the end of the reporting period, the Company considers that it is more likely
than not that no amount will be payable under these arrangements.
The maximum amount that the Company could be forced to settle under the above arrangements is 524.4m
(2013: 614.6m).
137
Five-year summary
Financial measures
Total revenue under management
Less: Joint venture revenue
Group revenue
EBITDAR1
Operating profit/(loss) 2
Profit/(loss) before tax2
Earnings/(loss) per share (basic)
Aircraft (at net book value)
Net (debt)/funds
Operating cash flow before restructuring
Operating measures3
Average number of operating aircraft
Scheduled sectors flown
Scheduled seats flown
Scheduled sold passengers
Passenger yield
Scheduled load factor
1
2010
m
2011
m
570.5
570.5
595.5
595.5
108.1
27.6
24.6
42.4p
113.5
(21.4)
2012
m
2013
m
678.8
(63.5)
615.3
781.5
(167.2)
614.3
868.4
(247.9)
620.5
85.8
(4.9)
(6.8)
55.5
(34.6)
(41.1)
98.7
0.8
8.1
6.4p
(8.5)p
(56.0)p
9.6p
110.9
21.9
136.9
(29.7)
140.4
(66.3)
147.0
116.9
87.2
(0.9)
(4.3)
14.9
18.1
3.0
(1.6)
7.3
2010
2011
2012
2013
2014
67.5
68.3
61.3
59.9
56.6
135,100
138,200
137,400
132,600 130,200
11,304,400 11,620,600 11,610,400 11,298,200 11,144,400
7,178,000 7,166,200 7,325,200 7,245,100 7,742,100
72.55
76.15
77.21
76.16
71.55
63.5%
61.7%
63.1%
64.1%
69.5%
EBITDAR redefined to be profit/(loss) before tax after adding back net finance costs, taxation, depreciation, amortisation
and aircraft rental costs.
2
2012/13 and 2011/12 have been restated for changes to IAS 19 (revised 2011) Employee Benefits. The financial periods prior
to 2011/12 have not been restated.
3
Operating measures are stated for Flybe UK, and so do not include the impact of the joint venture, Flybe Finland.
138
2014
m
Overview
Strategic report
Governance
Financial and
other information
Glossary
IPO
the admission, through an Initial Public Offering, of the
Companys shares to the Official List of the London Stock
Exchange on 15 December 2010
load factor
the number of seats sold divided by seat capacity
(and flown load factor, the number of seats flown divided
by seat capacity)
BTECs
vocational awards formerly issued by the Business and
Technology Education Council and now issued by Edexcel
MRO
maintenance, repair and overhaul
passenger
a person with an issued ticket where the ticket has charged
a fare and/or a passenger surcharge and tax (if applicable)
passenger yield
total passenger revenue per passenger (after the deduction
of government taxes and levies)
passenger revenue per seat
passenger revenue generated divided by seat capacity
purchase rights
the right to purchase additional aircraft under the same
terms and conditions as for firm and option aircraft.
Such rights to be exercised within a finite time
regional aircraft
turboprop aircraft and regional jets of 120 seats or less
regional airline
an airline that flies predominantly regional aircraft
regional branded airline
a regional airline flying aircraft under its own name and
colours
regional UK
an airport or destination in the UK (including the Channel
Islands and the Isle of Man) but excluding London
Rosedale
Rosedale Aviation Holdings Limited
route
a scheduled service flown by an airline other than any
franchise route
scheduled sectors flown
the total number of aircraft flights per annum, excluding
positioning, charter and training flights
seat capacity
the number of seats per aircraft multiplied by the number
of scheduled sectors flown
sector
a flight between an originating airport and a destination
airport, typically with no intervening stops
slot
an authorisation to arrive at or depart from a stand at
a particular airport at a specific time on a particular day
summer season
the last Sunday in March until the last Saturday in October
in any particular year
139
Glossary
Continued
tCO2 e
the number of tonnes of carbon dioxide equivalent and is the
universal unit of measurement to indicate the global warming
potential (GWP) of each of the six specified greenhouse
gases, expressed in terms of the GWP of one unit of CO2
TRAFI
the civil aviation regulatory authority of Finland
UK domestic routes
routes where both the departure and destination airports
are within the United Kingdom, the Channel Islands or the
Isle of Man
under management
figures presented for revenue, passengers and seats flown
under management include both group and joint venture
activity, but exclude contract flying
white label
flying operated by Flybe on behalf of another airline, on
which Flybe takes cost and operational risk, but the revenue
risk remains with the airline for whom Flybe is operating
winter season
the last Sunday in October to the last Saturday in March
in any particular year
140
transforming
flybe
Flybe Group plc
Annual Report 2014
PH
456M
PH
108M
H
70MP
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